Exhibit 10.2


 


JOINDER
AGREEMENT


 


This Joinder
Agreement (the “Joinder Agreement”) is made and dated as of June 15, 2015, and is entered into by and
between Pulmatrix, Inc. (f/k/a Ruthigen, Inc.), a Delaware corporation (“Joining
Party”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (as “Agent”).


 


RECITALS


 


A. Joining Party’s
Affiliate, which is now known as Pulmatrix Operating Company, Inc. (f/k/a Pulmatrix Inc.), a Delaware corporation (the “Company”),
has entered into that certain Loan and Security Agreement dated June 11, 2015 with the several banks and other financial institutions
or entities from time to time party thereto as lender (collectively, the “Lender”) and Agent, as such agreement
may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection
therewith.


 


B. Joining Party acknowledges
and agrees that it will benefit both directly and indirectly from the Company’s execution of the Loan Agreement and the other
agreements executed and delivered in connection therewith.


 


AGREEMENT


 


NOW THEREFORE, Joining
Party and Agent agree as follows:


 


		1.	The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized
terms not defined herein shall have the meaning provided in the Loan Agreement.



 


		2.	By signing this Joinder Agreement, Joining Party shall be bound by the terms and conditions of
the Loan Agreement to the same extent as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis
mutandis (and pursuant hereto Joining Party confirms and agrees each representation, warranty, covenant, agreement and obligation
as a Borrower under the Loan Agreement); provided however, that (a) with respect to (i) Section 5.1 of the Loan Agreement,
Joining Party represents that it is an entity duly organized, legally existing and in good standing under the laws of Delaware,
(b) neither Agent nor Lender shall have any duties, responsibilities or obligations to Joining Party arising under or related to
the Loan Agreement or the other agreements executed and delivered in connection therewith, and (c) if Joining Party is covered
by the Company’s insurance, Joining Party shall not be required to maintain separate insurance or comply with the provisions
of Sections 2.5, 6.1 and 6.2 of the Loan Agreement, and (d) from and after the date hereof, the requirements of Section 7.1 of
the Loan Agreement shall be satisfied by delivery of the consolidated financial statements of Joining Party. To the extent that
Agent or Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other agreements
executed and delivered in connection therewith, those duties, responsibilities or obligations shall flow only to the Company and
not to Joining Party or any other Person (as defined in the Loan Agreement). By way of example (and not an exclusive list): (i)
Agent’s providing notice to the Company in accordance with the Loan Agreement or as otherwise agreed among the Company, Agent
and Lender shall be deemed provided to Joining Party; (ii) a Lender’s providing an Advance to the Company shall be deemed
an Advance to Joining Party.



 




    	 



    	 



    

  


		3.	Joining Party acknowledges that it benefits, both directly and indirectly, from the Loan Agreement,
and hereby waives, for itself and on behalf on any and all successors in interest (including without limitation any assignee for
the benefit of creditors, receiver, bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the
fullest extent provided by law, any and all claims, rights or defenses to the enforcement of this Joinder Agreement on the basis
that (a) it failed to receive adequate consideration for the execution and delivery of this Joinder Agreement or (b) its obligations
under this Joinder Agreement are avoidable as a fraudulent conveyance.



 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




    	 



    	 



    

  


[SIGNATURE PAGE TO JOINDER
AGREEMENT]


 


Joining
Party:


 


			



	
         

         
	PULMATRIX, INC. (f/k/a Ruthigen, Inc.)
	 	By:  	/s/ Robert W. Clarke, Ph.D.
	 	Name:  	Robert W. Clarke, Ph.D.
	 	Title:  	Chief Executive Officer


 


		Address:	



 





	 	PULMATRIX INC.
	 	99 Hayden Avenue
	 	Suite 390
	 	Lexington, MA 02421
	 	Attention: Dr. Robert Clarke
	 	Email: rclarke@Pulmatrix.com
	 	Telephone: 781-357-2333







 





AGENT:


 


HERCULES TECHNOLOGY GROWTH CAPITAL, INC.


 


	
         

        
	By:	/s/ Christine Fera
	 	Name:	Christine Fera
	 	Title:	Director of Contract Originations


 





	 	Address:
	 	 
	 	400 Hamilton Ave., Suite 310
	 	Palo Alto, CA 94301
	 	Facsimile: 650-473-9194
	 	Telephone: 650-289-3060