EX-10.1






FORBEARANCE AGREEMENT




This FORBEARANCE AGREEMENT (this “Agreement”), dated as of April 19, 2016, is entered
into by and among White Oak Global Advisors, LLC, a Delaware limited liability company, as Agent
(“Agent”), the Lenders party hereto comprising each of the Lenders under the Loan Agreement
referred to below (each, “Lender” and collectively, “Lenders”), and Hansen Medical,
Inc., a Delaware corporation (“Borrower”), with reference to the following facts:



R E C I T A L S




A. Agent, Lenders and Borrower are parties to an Amended and Restated Loan and Security
Agreement, dated as of August 23, 2013 (as amended, modified, supplemented, extended, renewed,
restated or replaced from time to time, including to the extent applicable, as amended and modified
by this Amendment, the “Loan Agreement”) and other Loan Documents, pursuant to which
Lenders have provided Borrower a senior-secured term loan credit facility in the aggregate original
principal amount of $33,000,000.



B. The Specified Events of Default have occurred and are continuing or with the passage of
time will occur.



C. Borrower requests that Agent and Lenders (i) forbear from exercising their rights and
remedies in respect of the Specified Events of Default, and (ii) consent to the below defined
Announced Transaction, each of which Agent and Lenders are willing to agree to pursuant to the
terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties
hereto, intending to be legally bound, hereby agree as follows:



SECTION 1. DEFINITIONS



1.1 Defined Terms. Capitalized terms used but not defined herein have the respective meanings
ascribed to such terms in the Loan Agreement. In addition, as used herein, the following terms
shall have the following meanings.



(a) “Agreement” has the meaning ascribed to such term in the preamble of this
Agreement.



(b) “Announced Transaction” means a merger transaction with respect to the sale of the
equity of Borrower, for which the definitive documents shall include an affirmative obligation to
repay the Obligations in full.



(c) “Announced Transaction Closing Date” is the Forbearance Termination Date.



(d) “Announced Transaction Default” means either: (i) at any time, Borrower ceases or
suspends the diligent and active pursuit of the Announced Transaction, or (ii) at any time, facts
exist that would make Borrower unable or prevent Borrower from consummating the Announced
Transaction on or prior to the Forbearance Expiration Date.



(e) “Blocked Account” means the deposit account maintained by Borrower at Silicon
Valley Bank, Account No. 3301035597, which deposit account is subject to a Deposit Account Control
Agreement, dated as of August 23, 2013, among Debtor, Agent and Silicon Valley Bank.



(f) “Claims” have the meaning ascribed to such term in Section 4.3(a) of this
Agreement.



(g) “Credit Extensions” mean, collectively and each individually, any loans, advances,
extensions of credit, or any other financial accommodation by any Agent or Lender to, on behalf of,
or for the benefit of Borrower as permitted under the Loan Agreement, including without limitation
protective advances, or otherwise.



(h) “Forbearance” means Agent and each Lender’s agreement to forbear from exercising
Lenders’ Default Rights and Remedies in respect of the Specified Events of Default; provided,
however, this Forbearance does not include or restrict the Lenders’ Exercised Rights and Remedies.



(i) “Forbearance Conditions Precedent” mean, collectively and each individually, the
conditions set forth in Section 6.1 of this Agreement.



(j) “Forbearance Effective Date” means the date on which all of the Forbearance
Conditions Precedent have been satisfied (or expressly waived by Agent in writing in their sole
discretion).



(k) “Forbearance Expiration Date” means August 17, 2016.



(l) “Forbearance Period” means the period from the Forbearance Effective Date through
the Forbearance Termination Date.



(m) “Forbearance Prepayment” means the payment by Borrower to Agent, for the benefit
of Agent and Lenders, in the amount of $5,000,000, which payment is to be made from the funds held
in the Blocked Account and which payment is to constitute a prepayment of the Term Loan under
Section 2.2(b)(ii) of the Loan Agreement and shall be applied to reduce the Obligations,
including the applicable Make Whole Amount, as provided in that section.



(n) “Forbearance Termination Date” means the earliest to occur of (i) the Forbearance
Expiration Date, (ii) the date on which Borrower breaches or is in default of any of the covenants
and agreements in this Agreement, including without limitation, an Announced Transaction Default,
(iii) the date on which a breach, Default or Event of Default under the Loan Agreement or a breach,
default or event of default under any other Loan Document, other than the Specified Events of
Default, occurs, (iv) the date that any Lien purported to be in favor of Agent, for the benefit of
Agent and Lenders, with respect to the Collateral ceases to be in full force and effect, and (v)
the date on which Borrower takes an act that has the effect or consequence of denying, disaffirming
or challenging the Obligations, Liens in favor of Agent or any Lender, any Loan Document, any
Lenders’ Default Right and Remedy, or any other right, remedy, protection, benefit, interest or
priority in favor of Agent or any Lender.



(o) “Lenders’ Default Rights and Remedies” mean, collectively, Agent and Lenders’
available rights and remedies under the Loan Agreement or any other Loan Documents, at law or in
equity, upon the occurrence of a breach, default or event of default under one or more of the Loan
Documents.



(p) “Lenders’ Exercised Rights and Remedies” mean Agent and Lenders’ right to charge
interest at the rate applicable after the occurrence of an Event of Default effective and
commencing upon the first occurrence of the Specified Events of Default.



(q) “Loan Agreement” has the meaning ascribed to such term in the recitals of this
Agreement.



(r) “Loan Documents” means, collectively and each individually, the “Loan Documents”
as defined in the Loan Agreement, this Agreement, and any and all other agreements, documents or
instruments executed in connection therewith and herewith, each and all as amended, modified,
supplemented, extended, renewed, restated or replaced from time to time.



(s) “Obligor(s)” means, collectively and each individually, Borrower and all other
obligors who are obligated or liable for payment and satisfaction of the Obligations owed to Agent
or any Lender.



(t) “Professional Fees” mean the fees and costs charged by or owed to attorneys,
consultants, accountants, appraisers, professionals, agents and other service providers incurred by
Agent or any Lender.



(u) “Releasee(s)” has the meaning ascribed to such term in Section 4.3(a) of
this Agreement.



(v) “Releasor(s)” has the meaning ascribed to such term in Section 4.3(a) of
this Agreement.



(w) “Specified Events of Default” mean the Events of Default as set forth on Schedule
1.1(w).



SECTION 2. ACKNOWLEDGMENTS



2.1 Acknowledgments. Borrower acknowledges, confirms, reaffirms, ratifies, approves and
agrees to each of the following:



(a) Obligations. All Obligations, including the principal indebtedness, interest at either
the rate in effect before or after a default (as applicable), fees, costs, expenses and other
charges, including without limitation Professional Fees, now or hereafter payable by Borrower to
Agent or Lenders pursuant to the Loan Agreement and the other Loan Documents (a) are
unconditionally due and owing by Borrower to Agent and Lenders, without offset, recoupment, defense
or counterclaim, under contract, at law or in equity, of any kind, nature or description, (b) are
immediately due and payable to Agent and Lenders, in full, in cash, (c) are subject to full and
complete payment upon demand by Agent, and (d) upon the first occurrence of the Specified Events of
Default, Agent and Lenders had and have the present right to declare the Obligations to be
immediately due and payable under the terms of the Loan Agreement and the other Loan Documents and
to exercise any or all of its Lenders’ Default Rights and Remedies.



(b) Amount of Obligations. As of April 19, 2016, the Obligations owed by Borrower to Agent
and Lenders are not less than the amount of $34,560,768.34 plus additional accrued and unpaid
interest, expenses (including Professional Fees), Make Whole Amounts, fees and other charges due
and chargeable under the Loan Documents.



(c) Security Interests. Agent, for the benefit of Agent and the Lenders, has and continues to
have a valid, enforceable, perfected and unavoidable first-priority Lien (subject to Permitted
Liens) in and on the Collateral and all other collateral granted to Agent and Lenders pursuant to
the Loan Documents or otherwise granted to or held by Agent and Lenders.



(d) Loan Documents. (a) The Loan Agreement and each of the other Loan Documents to which
Borrower is a party have been duly executed and delivered by Borrower to Agent or any Lender, and
each such document is in full force and effect as of the date hereof, (b) the agreements and
obligations of Borrower under the Loan Agreement, the other Loan Documents, and this Agreement
constitute legal, valid and binding obligations and agreements of Borrower, enforceable against
Borrower in accordance with their respective terms, and Borrower has no valid defense to the
enforcement of the Loan Documents, or this Agreement, and (c) Agent and each Lender is entitled to
assert, enforce and exercise the rights, remedies, benefits and protections provided in the Loan
Agreement, the other Loan Documents, at law and in equity, including without limitation the
Lenders’ Default Rights and Remedies.



(e) Defaults. Each of the Specified Events of Default (i) has occurred and continues or with
the passage of time will or is expected to occur, (ii) constitutes an Event of Default under the
Loan Agreement and the other Loan Documents, (iii) is material and accurate, (iv) entitles Agent
and each Lender, without further notice or act, to enforce and exercise Lenders’ Default Rights and
Remedies, and (v) has not been waived by Agent or Lenders, in whole or in part, at any time, or by
virtue of this Agreement or the transactions contemplated hereby.



(f) Agent and Lenders’ Performance. Agent and each Lender (a) has fully performed all of the
obligations that Agent and each Lender is required to perform under the Loan Agreement and the
other Loan Documents, (b) has no obligation to make any Credit Extensions or provide other
financial accommodation to, on behalf of, or for the benefit of Borrower under the Loan Agreement
or any other Loan Document, at law or in equity, (c) has no obligation to forbear from enforcing or
exercising its available Lenders’ Default Rights and Remedies or to extend the Forbearance Period
beyond the date set forth in this Agreement, (d) has not represented that any Lender will make any
further Credit Extensions to or for the benefit of Borrower, (e) may, at its option and in its sole
and absolute discretion, agree to may make Credit Extensions notwithstanding the Specified Events
of Default, (f) has complied and performed with all notice requirements contained in the Loan
Agreement and other Loan Documents in connection with the Specified Events of Default, and the
exercise of any right or remedy with respect thereto (or, by virtue of this Agreement, is deemed to
have complied with any and all such notice requirements), without exception, and (g) has exercised
and has taken all acts necessary to effectively exercise the Lenders’ Exercised Rights and
Remedies.



SECTION 3. FORBEARANCE TERMS – AGENT AND LENDERS



3.1 Forbearance. In reliance upon the representations, warranties, covenants and agreements
of Borrower in this Agreement, and subject to the terms and conditions of this Agreement, including
satisfaction of the Forbearance Conditions Precedent, and any documents or instruments executed in
connection herewith, Agent, on behalf of Agent and Lenders, agrees to the Forbearance during the
Forbearance Period.



3.2 Forbearance Termination. On the Forbearance Termination Date, the Forbearance pursuant to
this Agreement terminates automatically and without any further action or notice by Agent, any
Lender or any other party, and be of no further force and effect, at which time Agent and Lenders
are entitled immediately to exercise any and all Lenders’ Default Rights and Remedies, including
without limitation, exercising rights with respect to and foreclosing upon all or any portion of
the Collateral and restricting or prohibiting the use of or offsetting, deducting and applying any
funds in the Blocked Account, at Agent’s sole and absolute option, timing and discretion.



3.3 Reservation of Rights. Notwithstanding the Forbearance or Agent and Lenders’ execution of
this Agreement, or any delay by Agent or any Lender with respect to the exercise of any Lenders’
Default Rights and Remedies, Agent and Lenders have not waived, and by this Agreement, is not
waiving, and otherwise expressly reserves:



(a) The Specified Events of Default and any other breach, Default, Event of Default under the
Loan Agreement or any breach, default or event of default under any other Loan Document that may
exist or be continuing on the date hereof or that may occur after the date hereof (whether the same
or similar to the Specified Events of Default or otherwise);



(b) Lenders’ Default Rights and Remedies and the exercise or enforcement of any of Lenders’
Default Rights and Remedies, whether immediately or at any time, at Agent and Lenders’ option and
sole and absolute discretion, with respect to any beach, default or Event of Default under the Loan
Agreement or breach, default or event of default under any other Loan Document, whether known or
unknown to Agent or any Lender, that has occurred or may occur in the future; and



(c) The Obligations and the existence, extent, validity, priority of any Lien in favor of
Agent, for the benefit of Agent and Lenders.



3.4 No Course of Conduct. This Agreement and the Forbearance contemplated hereby are not
intended and are not to be construed as establishing a custom or a course of dealing or conduct
between Borrower, any other Obligor, on the one hand, and Agent and Lenders, on the other hand.



3.5 Consent to Announced Transactions. Upon the Forbearance Effective Date, Agent and Lenders
hereby consent to the Announced Transaction and waive the covenants in Sections 7.2 and 7.3
of the Loan Agreement with respect to the Announced Transaction.



SECTION 4. FORBEARANCE COVENANTS.



4.1 Forbearance Covenants – Borrower. In addition to and without limiting the terms,
conditions, covenants and obligations of Borrower pursuant to the Loan Documents, Borrower
covenants and agrees as follows:



(a) Forbearance Payments. Borrower shall pay to Agent the following payments on
account of the Obligations owed by Borrower to Agent and Lenders:



(i) Within one Business Day after the date Borrower executes this Agreement, Borrower shall
pay to Agent, for the benefit of Agent and Lenders, the Forbearance Prepayment from the funds held
in the Blocked Account, and



(ii) On or before the Forbearance Expiration Date, the amount equal to the balance of all
remaining Obligations (including all applicable Make Whole Amounts) owed by Borrower to Agent and
Lenders at that time.



(b) Announced Transaction. At all times, Borrower shall diligently pursue the
Announced Transaction, and (ii) on or before the Announced Transaction Closing Date, (A) consummate
the Announced Transaction and (B) pay and satisfy all Obligations owed by Borrower to Agent and
Lenders in full in cash on or before the Announced Transaction Closing Date.



(c) Announced Transaction Reporting. At such times as reasonably requested by Agent,
but not less than once each week, representatives of Borrower shall participate in a conference
call with representatives of Agent to advise of the status of efforts relating to the Announced
Transaction.



4.2 Tolling. Borrower covenants and agrees that the running of all statutes of limitation and
the doctrine of laches applicable to all claims or causes of action that Agent or any Lender may be
entitled to assert, take or bring with respect to the Lenders’ Default Rights and Remedies, are, to
the fullest extent permitted by law, tolled and suspended during the Forbearance Period.



4.3 Release.



(a) In consideration of the agreements of Agent, on behalf of Agent and Lenders, contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower, on behalf of itself and its successors, assigns and its present and
former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers,
attorneys, employees, agents and other representatives (Borrower and all such other persons being
hereinafter referred to collectively as “Releasors” and individually as a
“Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and
forever discharges Agent and each Lender, and each of their respective successors and assigns, and
their respective present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent,
and each Lender and all such other persons being hereinafter referred to collectively as
“Releasees” and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,
accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights
of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively,
“Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law
and in equity, which Releasors may now or hereafter own, hold, have or claim to have against
Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever that arises at any time on or before the day and date of this Agreement for or on
account of, or in relation to, or in any way in connection with any of the Loan Agreement or any of
the other Loan Documents or transactions thereunder or related thereto or hereunder.



(b) It is the intention of Borrower that this Agreement and the release set forth above shall
constitute a full and final accord and satisfaction of all claims that Releasors may have or
hereafter be deemed to have against Releasees as set forth herein. In furtherance of this
intention, Borrower, on behalf of itself and each other Releasor, expressly waives any statutory or
common law provision that would otherwise prevent the release set forth above from extending to
claims that are not currently known or suspected to exist in any Releasor’s favor at the time of
executing this Agreement and which, if known by Releasors, might have materially affected the
agreement as provided for hereunder. Borrower, on behalf of itself and each other Releasor,
acknowledges that it is familiar with section 1542 of California Civil Code:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.



Borrower, on behalf of itself and each other Releasor, waives and releases any rights or
benefits that it may have under section 1542 to the full extent that it may lawfully waive such
rights and benefits, and Borrower, on behalf of itself and each other Releasor, acknowledges that
it understands the significance and consequences of the waiver of the provisions of section 1542
and that it has been advised by its attorney as to the significance and consequences of this
waiver.



(c) Borrower understands, acknowledges and agrees that the release set forth above may be
pleaded as a full and complete defense and may be used as a basis for an injunction against any
action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the
provisions of such release.



(d) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now
be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and
unconditional nature of the release set forth above.



(e) Borrower, on behalf of itself and its successors, assigns and other legal representatives,
hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each
Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any
Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to
Section 4.3(a) of this Agreement. If Borrower or any of its successors, assigns or other
legal representations violates the foregoing covenant, Borrower, for itself and each other
Releasor, agrees to pay, in addition to such other damages as any Releasee may sustain as a result
of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such
violation.



SECTION 5. REPRESENTATIONS AND WARRANTIES



5.1 Representations and Warranties. Borrower represents and warrants to Agent and Lenders as
follows:



(a) Existence. Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation or incorporation, as the case may be;



(b) Authority. Borrower has the power and authority to execute, deliver and perform
its obligations under this Agreement;



(c) Authorization. Borrower’s execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate action and does not and will not require any
registration with, consent or approval of, notice to or action by, any Person, other than those
that have been made or obtained and are in full force and effect;



(d) Binding Obligation This Agreement constitutes Borrower’s legal, valid and binding
obligation enforceable against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws
relating to or affecting creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law);



(e) No Further Default. Both immediately prior to giving effect hereto and
immediately thereafter, no Default or Event of Default other than the Specified Events of Default
has occurred and is continuing under the Loan Agreement or the other Loan Documents or would result
from this Agreement becoming effective in accordance with its terms;



(f) Representation. Other than any representation or warranty that would be untrue
solely as a result of the existence of a Specified Event of Default, all of the representations and
warranties contained in the Loan Agreement and the other Loan Documents are true and correct in all
material respects (or in all respects, to the extent such representation and warranty is already
qualified by materiality or other similar qualifier) as of the date hereof, except to the extent
made as of a specific date, in which case each such representation and warranty is true and correct
in all material respects (or in all respects, to the extent such representation and warranty is
already qualified by materiality or other similar qualifier) as of such date; and



(g) Further Events of Default. It shall constitute an immediate Event of Default if
any acknowledgement, covenant or other agreement made herein is untrue or incorrect in any respect
as of the date when made, deemed made or required to be satisfied, as applicable.



SECTION 6. CONDITIONS TO EFFECTIVENESS OF THE FORBEARANCE



6.1 Forbearance Conditions. The effectiveness of the Forbearance as provided in Section
3.1 of this Agreement is subject to performance, satisfaction and occurrence of the following:



(a) Agent has received this Agreement, duly executed and delivered by Borrower, and



(b) Agent has received, for the benefit of the Lenders in accordance with their Pro Rata
Shares of the Term Loan, a forbearance fee equal to One Hundred Fifty Thousand Dollars
($150,000.00), which fee is fully earned on the Forbearance Effective Date and, once paid, will be
non-refundable for any reason whatsoever.



SECTION 7. PROVISIONS OF GENERAL APPLICATION



7.1 Effect of this Agreement. Except as and limited to the extent provided in this Agreement,
no other changes or modifications to the Loan Agreement or any other Loan Document are intended or
implied. In all respects the Loan Agreement and all other Loan Documents remain in full force and
effect and are ratified, restated and confirmed by Borrower as of the effective date hereof. To
the extent of conflict between the terms of this Agreement and the other Loan Documents, the terms
of this Agreement control.



7.2 Expenses of Agent and Lenders. Borrower absolutely and unconditionally agrees to pay to
Agent and each Lender, on demand by Agent or such Lender at any time and as often as the occasion
therefor may require, whether or not all or any of the transactions contemplated by this Agreement
are consummated: all fees, costs, expenses and disbursements of any counsel to Agent or such Lender
in connection with the preparation, negotiation, execution or delivery of this Agreement and any
agreements delivered in connection with the transactions contemplated hereby and expenses which at
any time be incurred or sustained by Agent or such Lender or any participant of such Lender or any
of their respective directors, officers, employees or agents as a consequence of or in any way in
connection with the preparation, negotiation, execution or delivery of this Agreement and any
agreements prepared, negotiated, executed or delivered in connection with the transactions
contemplated hereby and the Loan Documents. The foregoing sentence does not in any way limit or
negate Borrower’s liability for all such fees, costs and expenses under the terms and conditions
set forth in the Loan Agreement and other Loan Documents, all of which constitutes additional
Obligations. This provision is in addition to, and is not intended to restrict, limit, modify or
amend any provision relating to fees, costs and expenses incurred by Agent or any Lender as
provided in the Loan Agreement or any other Loan Document or any obligation of Borrower relating
thereto.



7.3 Incorporation by Reference. The terms and provisions of Sections 9.6 (No Waiver; Remedies
Cumulative), 10 (Notices), 12.2 (Expenses; Indemnity; Damage Waiver), 12.9 (Confidentiality), and
12.7(a) (Amendments) of the Loan Agreement are incorporated herein by reference, and apply to this
Agreement as if fully set forth herein. This Agreement constitutes a “Loan Document” for all
purposes of the Loan Agreement and the other Loan Documents.



7.4 Further Assurances. The parties hereto shall execute and deliver such additional
documents and take such additional action as may be necessary or desirable consistent with the
intent of this Agreement or to effectuate or implement the provisions and purposes of this
Agreement.



7.5 Binding Effect. This Agreement is binding upon and inures to the benefit of each of the
parties hereto and their respective successors and assigns.



7.6 No Novation. This Agreement is not a novation, nor is it to be construed as a release or
modification of any of the terms, conditions, warranties, waivers, or rights in the Loan Agreement
or any other Loan Document, except as specifically set forth herein.



7.7 Survival of Representations and Warranties. All representations and warranties made in
this Agreement or any other document furnished in connection with this Agreement survives the
execution and delivery of this Agreement and the other documents, and no investigation by Agent or
any Lender or any closing affect the representations and warranties or the right of Agent or any
Lender to rely upon them.



7.8 Severability. Any provision of this Agreement held by a court of competent jurisdiction
to be invalid or unenforceable does not impair or invalidate the remainder of this Agreement.



7.9 Acknowledgment of Legal Counsel. Prior to executing this Agreement, Borrower consulted
with and had the benefit of advice of legal counsel of its own selection and has relied upon the
advice of such counsel, and in no part upon the representation of Agent or any Lender, or any
counsel to Agent or any Lender concerning the legal effects of this Agreement or any provision
hereof.



7.10 Governing Law; Venue; Judicial Reference. Section 11 (Choice of Law, Venue and Judicial
Reference) of the Loan Agreement are incorporated herein by reference, and apply to this Agreement
as if fully set forth herein.



7.11 Jury Trial Waiver. WITHOUT LIMITING ANY OTHER TERM IN THE LOAN AGREEMENT AND OTHER LOAN
DOCUMENTS:



(a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, AGENT AND LENDER EACH WAIVE THEIR
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT,
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING
CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH
PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.



(b) BORROWER, AGENT AND EACH LENDER AGREE, ACKNOWLEDGE AND CONFIRM THAT THIS WAIVER IS MADE
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT UNDER THE LOAN AGREEMENT AND OTHER
LOAN DOCUMENTS.



7.12 Counterparts. This Agreement may be executed in any number of counterparts, but all such
counterparts together constitute one and the same agreement.



[Remainder of page intentionally left blank; signature pages follow.]




IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year
first above written.




BORROWER:




HANSEN MEDICAL, INC.,


a Delaware corporation, as Borrower



	 	 	 
	By: /s/ Chris Lowe

	 

	Name:

Title:

	 	Chris Lowe

Chief Financial Officer






1





	 	 	AGENT:






WHITE OAK GLOBAL ADVISORS, LLC,




a Delaware limited liability company, as Agent




	 	 	 	By:
/s/ Barbara J. S. McKee






	 	 	Name: Barbara J. S. McKee

Title: Manager






LENDERS:




WHITE OAK GLOBAL ADVISORS, LLC,


a Delaware limited liability company, for itself


and as attorney-in-fact for all other Lenders as of


the Effective Date




By: /s/ Barbara J. S. McKee

Name: Barbara J. S. McKee

Title: Manager




SCHEDULE 1.1(w)




SPECIFIED EVENTS OF DEFAULT




	 	 	 	 	 
	LOAN DOCUMENT
	 	COVENANT
	 	


	 
	 	 
	 	


	Loan Agreement,

Sections 6.1(c) and

8.2(b)
	 	Compliance with Laws
	 	Borrower has failed

to timely file a Form

10-K statement with

the SEC by April 15,

2016.

	 
	 	 
	 	 

	Loan Agreement,

Sections 6.2(a)(i)

and 8.2(a)
	 	Annual Financial Statements
	 	Borrower is unable to

provide audited

financial statements

for the Fiscal Year

ending 12/31/2015

with a report and

opinion from the

independent certified

public accountants

certifying such

financial statements

that is not subject

to any “going

concern” or like

qualification or

exception.

	 
	 	 
	 	 

	Loan Agreement,

Sections 6.2(a)(iv)

and 8.2(a)
	 	Forecasts and Budgets
	 	Borrower has failed

to timely deliver to

Lender financial

projections for 2016.

	 
	 	 
	 	 

	Loan Agreement,

Sections 6.10 and

8.2(a)
	 	Minimum Liquidity Covenant
	 	Borrower expects to

fail to maintain

minimum Liquidity

during the

Forbearance Period.

	 
	 	 
	 	 







ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS




The undersigned, each a guarantor of the indebtedness of Hansen Medical, Inc., a Delaware
corporation (“Borrower”) to White Oak Global Advisors, LLC, a Delaware limited liability
company, as Agent (“Agent”), the Lenders party thereto (each, “Lender” and
collectively, “Lenders”), pursuant to an Amended and Restated Unconditional Guaranty dated
as of August 23, 2013 (as amended, modified, supplemented, extended, renewed, restated or replaced
from time to time, the “Guaranty”), (i) acknowledges receipt of the foregoing Forbearance
Agreement; (ii) consents to the terms and execution thereof; (iii) reaffirms all obligations to
Agent and Lenders pursuant to the terms of the Guaranty; (iv) acknowledges that Agent and Lenders
may amend, restate, extend, renew or otherwise modify the Loan Agreement and any indebtedness or
agreement of Borrower, or enter into any agreement or extend additional or other credit
accommodations, without notifying or obtaining the consent of the undersigned and without impairing
the liability of the undersigned under the Guaranty for all of Borrower’s present and future
indebtedness to Lender, and (v) agrees to be bound by the release and covenants set forth in
Sections 2.1, 4.3 and 5.1 of the foregoing Forbearance Agreement.




HANSEN MEDICAL INTERNATIONAL, INC.,


a Delaware corporation




	 	 	 	By:
/s/ Chris Lowe






	 	 	Name: Chris Lowe

Title: Chief Financial Officer






	 	 	 	AORTX, INC.,






a Delaware corporation




	 	 	 	By:
/s/ Chris Lowe






	 	 	Name: Chris Lowe

Title: Chief Financial Officer






2