ex10_15.htm


    
      

    

    Exhibit
10.15

     

    Execution
Copy Version #2

     

    SECOND
AMENDING AGREEMENT

    


    THIS SECOND AMENDING AGREEMENT (this “Agreement”), dated as
of July 28, 2008, is made by and among OccuLogix, Inc. (the
“Company”), a Delaware
corporation with executive offices located at 2600 Skymark Avenue, Building 9,
Suite 201, Mississauga, Ontario, L4W 5B2, Canada, the lenders listed on the
Schedule of Second New Lenders attached hereto as Exhibit A (the “Second New Lenders”), the
lenders listed on the Schedule of Required Lenders attached hereto as Exhibit B (the “Required Lenders”) and
Marchant Securities Inc. (the “Collateral Agent”), an
Ontario corporation with offices located at 100 York Boulevard, Suite 404,
Richmond Hill, Ontario, L4B 1J8, Canada. 

    


    The
Company may be considered a “connected issuer” and/or a “related issuer” (as
those terms are defined in National Instrument 33-105—Underwriting Conflicts
(“NI 33-105”)) of the Collateral Agent.  Elias Vamvakas, the Chairman
and Chief Executive Officer of the Company, and members of his family have an
indirect ownership interest in the Collateral Agent as to approximately
32%.  See Section 13(c) of this Agreement.

     

    BACKGROUND

     

    A.           Reference
is made to the Loan Agreement, dated as of February 19, 2008, by and among the
Company, the lenders listed on the Schedule of Lenders attached as Exhibit A thereto and the
Collateral Agent, pursuant to which the lenders party thereto advanced to the
Company a loan in an aggregate principal amount of U.S.$3,000,000 (the “Original Loan
Agreement”).  The lenders party to the Original Loan Agreement
are referred to hereinafter as the “Original
Lenders”.

     

    B.           Reference
also is made to the Amending Agreement, dated as of May 5, 2008, by and among
the Company, the lenders listed on the Schedule of New Lenders attached as Exhibit A thereto and
the Collateral Agent, pursuant to which the lenders party thereto advanced to
the Company a loan in an aggregate principal amount of U.S.$300,000 and pursuant
to which the Original Loan Agreement and the Original Share Pledge Agreement
(defined below) were amended (the “Amending
Agreement”).  The lenders party to the Amending Agreement are
referred to hereinafter as the “New Lenders”.  The
Original Loan Agreement, as amended by the Amending Agreement, is referred to
hereinafter as the “Loan
Agreement”.

     

    C.           Reference
also is made to the Share Pledge Agreement, dated as of February 19, 2008, by
the Company in favor of the Collateral Agent, in its capacity as the collateral
agent under the Loan Agreement, pursuant to which the Company pledged its
1,754,589 shares of the Series A Preferred Stock of OcuSense, Inc. to secure its
indebtedness, obligations and liabilities under or in connection with the
Original Loan Agreement (the “Original Share Pledge
Agreement”).  The Original Share Pledge Agreement, as amended
by the Amending Agreement, is referred to hereinafter as the “Share Pledge
Agreement”.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    D.           The
Company currently has a need for additional short-term financing.  The
Second New Lenders have agreed to make available to the Company a loan in an
aggregate principal amount of U.S.$3,403,500 (the “Second Additional Loan”) on
the terms and conditions of the Loan Agreement, and the Required Lenders have
consented to the amendments to the Loan Agreement and the Share Pledge Agreement
provided for in this Agreement.

     

    E.           Each
of the Second New Lenders has agreed to advance the amount set forth opposite
his, her or its name on the Schedule of Second New Lenders attached hereto as
Exhibit A,
representing his, her or its portion of the Second Additional Loan (the “Individual Second New Lender’s
Advance”).

     

    F.           The
Company has agreed to pay the Collateral Agent, in consideration of the
Collateral Agent having introduced the Second New Lenders to the Company, a
commission equal to 6% of that portion of the aggregate principal amount of the
Second Additional Loan advanced by the Second New Lenders that are residents of
Canada (the “Collateral Agent’s
Commission”).  The Company and the Collateral Agent have agreed
that, subject to the Company obtaining the requisite approval of its
stockholders therefor, the Company may pay 50% of the Collateral Agent’s
Commission by issuing to the Collateral Agent shares of the Common Stock at a
per share price equal to the per share price paid by the investors in the
Private Placement.  The Collateral Agent will not receive any
additional commission for acting as the collateral agent in connection with the
Second Additional Loan and this Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company, the Second New Lenders, the Required
Lenders and the Collateral Agent hereby agree as follows:

     

    1.           Definitions.  In
addition to the terms defined elsewhere in this Agreement, capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
the Loan Agreement.

     

    2.           Advance.  Concurrently
with his, her or its execution and delivery of this Agreement, and subject to
the satisfaction or waiver of the closing conditions set forth in Section 17
hereof, each Second New Lender shall advance to the Company his, her or its
Individual Second New Lender’s Advance, in United States dollars and in
immediately available funds, by wire transfer to an account of Cassels, Brock
& Blackwell LLP (the “Escrow Agent”) that shall be
designated in writing to the Second New Lenders by the Collateral Agent for such
purpose or by certified check or bank draft payable to “Cassels, Brock &
Blackwell LLP, in trust”.  Each of the Second New Lenders hereby
acknowledges and agrees that the Escrow Agent shall advance his, her or its
Individual Second New Lender’s Advance to the Company at the Second Additional
Loan Closing (defined below), solely upon the direction of the Collateral Agent
and without any further instructions, direction or confirmation of such Second
New Lender.  Furthermore, each of the Second New Lenders hereby waives
any and all claims that he, she or it has, or may have in the future, against
the Escrow Agent as a result of, or arising from or in connection with, the
Escrow Agent advancing such Second New Lender’s Individual Second New Lender’s
Advance to the Company upon the direction of the Collateral Agent, and each of
the Second New Lenders hereby releases the Escrow Agent from any and all such
claims.

     

    
      
         


      

      
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    3.           Terms and Conditions of Loan
Agreement Applicable to Second Additional Loan.  Except as may
be specifically provided herein, the Second New Lenders shall have all of the
same rights with respect to, and owe all of the same obligations to, the other
parties to the Loan Agreement that the Original Lenders and the New Lenders have
and owe, respectively, under the Loan Agreement, all as though the Second New
Lenders were among the Original Lenders and the New Lenders thereunder and as
though the Second New Lenders were “Lenders” (as such term is defined in the
Loan Agreement).  Except as may be specifically provided herein, the
Company shall have all of the same rights with respect to, and owe all of the
same obligations to, the Second New Lenders as it has and owes, respectively, to
the Original Lenders and the New Lenders under the Loan Agreement, all as though
the Second New Lenders were among the Original Lenders and the New Lenders
thereunder and as though the Second New Lenders were “Lenders” (as such term is
defined in the Loan Agreement).  Except as may be specifically
provided herein, the Loan Agreement shall be read and construed as though the
Second Additional Loan formed part of the Loan.

     

    4.           Secured Obligations of Share
Pledge Agreement.  The Company and the Collateral Agent hereby
agree that the Share Pledge Agreement secures all indebtedness, obligations and
liabilities, present or future, absolute or contingent, matured or not, at any
time owing by the Company to any of the Original Lenders, the New Lenders or the
Second New Lenders, or remaining unpaid to any of the Original Lenders, the New
Lenders or the Second New Lenders, under or in connection with the Loan
Agreement, as amended hereby (including in connection with the Loan, the loan
advanced by the New Lenders pursuant to the Amending Agreement (the “Additional Loan”) or the
Second Additional Loan) and that the definition of “Secured Obligations” in the
Loan Agreement and in the Share Pledge Agreement shall be read and construed
accordingly.  The Company and the Collateral Agent hereby agree that
the Collateral is being held by the Collateral Agent for the rateable benefit of
the Original Lenders, the New Lenders and the Second New Lenders and that the
Loan Agreement and the Share Pledge Agreement shall be read and construed
accordingly.

     

    5.           Mutatis
Mutandis Construction of Loan
Agreement and Share Pledge Agreement.  The Loan Agreement and
the Share Pledge Agreement shall be read and construed mutatis mutandis so as to
give full effect to the intention of Sections 3 and 4 hereof.

     

    6.           Maturity
Date.  The maturity date of the Second Additional Loan shall be
the Maturity Date.

     

    7.           Interest.  From
the date hereof until maturity (whether by acceleration or otherwise and both
before and after default), interest shall accrue on the principal amounts
outstanding hereunder with respect to the Second Additional Loan on a quarterly
basis, without allowance or deduction, at a rate of 12% per annum, and shall be
payable on the earliest to occur of (i) the Maturity Date, (ii) the Pre-payment
Date and (iii) an Event of Default.  For illustrative purposes, the
Schedule of Interest attached hereto as Exhibit C sets forth
the amount of interest that will be payable to each of the Second New Lenders if
the Second Additional Loan remains outstanding until the Maturity
Date.

     

    
      
         


      

      
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    8.           Repayment.  In
the absence of any pre-payment of the Second Additional Loan pursuant to Section
9 hereof or any Event of Default, on the Maturity Date, the Company shall pay
the Second New Lenders, in cash, the outstanding principal amount of the Second
Additional Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section 7
hereof.  For greater certainty, the cash paid by the Company pursuant
to this Section 8 shall be allocated among the Second New Lenders on a pro rata basis, in accordance
with each Second New Lender’s Individual Second New Lender’s
Advance.

     

    9.           Pre-payment.  If
the Company exercises its option to pre-pay the Loan pursuant to Section 1.5 of
the Loan Agreement, as amended hereby the Company shall pre-pay the Second
Additional Loan in full in the same manner as it pre-pays the
Loan.  In that circumstance, the Securities to be issued to the
Original Lenders, the New Lenders and the Second New Lenders in pre-payment of
the Loan, the Additional Loan and the Second Additional Loan, respectively,
shall be allocated among all of them on a pro rata basis, in accordance
with each Original Lender’s Individual Lender’s Advance, each New Lender’s
Individual New Lender’s Advance and each Second New Lender’s Individual Second
New Lender’s Advance, as applicable.  For greater certainty, in no
event, shall the Company be obligated to issue Warrants exercisable into Warrant
Shares in a number that exceeds 20% of the issued and outstanding shares of the
Common Stock on the Pre-payment Date.

     

    10.           Section 1.5(b) of Loan
Agreement.  Paragraph (b) of Section 1.5 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following paragraph
(b):

     

    (b)           by
no later than the tenth day following the date of closing of a private placement
by the Company of shares of the Common Stock for aggregate gross proceeds of no
less than U.S.$1,000,000 (the “Private Placement”), issuing
to the Lenders shares of the Common Stock in an aggregate amount equal to the
outstanding principal amount of the Loan plus accrued and
unpaid interest thereon, calculated in accordance with Section 1.3, at a per
share price that is 15% less than the per share price paid by the investors in
the Private Placement but on other terms and conditions substantially similar to
those accepted by the investors in the Private Placement, provided that the
Company shall have obtained all of the corporate and regulatory approvals
reasonably necessary for the issuance to the Lenders of shares of the Common
Stock pursuant to this Section 1.5(b).

     

    Other
than as specifically amended by this Section 10, Section 1.5 of the Loan
Agreement remains in full force and effect, unamended.

     

    11.           Use of
Proceeds.  The Second New Lenders hereby acknowledge and agree
that the proceeds of the Second Additional Loan shall be used by the Company for
general corporate purposes.

     

    
      
         


      

      
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    12.           Representations and
Warranties of Company.  The Company hereby makes to, and in
favor of, the Second New Lenders all of the representations and warranties that
it made to the Original Lenders pursuant to Section 2.1 of the Original Loan
Agreement.

     

    13.           Representations and
Warranties of Second New Lenders.  Each of the Second New
Lenders (as to himself, herself or itself only and for no other Second New
Lender) hereby makes to, and in favor of, the Company all of the representations
and warranties that the Original Lenders made to the Company pursuant to Section
2.2 of the Original Loan Agreement.  In addition, each of the Second
New Lenders (as to himself, herself or itself only and for no other Second New
Lender) hereby makes to, and in favor of, the Company the following
representations and warranties:

     

    (a)           On
the date hereof and on the Pre-payment Date, if any, such Second New Lender is
and will be, respectively, a “qualified investor” within
the meaning of the law in the United Kingdom implementing Article 2(1)(e) of
Directive 2003/71/EC (and any relevant implementing measure), if he, she or it
is a resident of the United Kingdom;

     

    (b)           If
such Second New Lender is a resident of the Province of Ontario or is otherwise
subject to the securities laws of the Province of Ontario, he, she or it
acknowledges that he, she or it has been notified by the Company:  (i)
of the delivery to the Ontario Securities Commission (the “OSC”) of his, her or its full
name, residential address and telephone number, the amount of his, her or its
Individual Second New Lender’s Advance, the exemption under NI 45-106 relied
upon and the date of distribution; (ii) that this information is being collected
indirectly by the OSC under the authority granted to it under the securities
legislation of the Province of Ontario; (iii) that this information is being
collected for the purposes of the administration and enforcement of such
securities legislation; and (iv) that the Administrative Assistant to the
Director of Corporate Finance can be contacted at Suite 1903, Box 55, 20 Queen
Street West, Toronto, Ontario, M5H 3S8, or at (416) 593-8086, regarding any
questions about the OSC’s indirect collection of this information; and each such
Second New Lender, who is a resident of the Province of Ontario or is otherwise
subject to the securities laws of the Province of Ontario, hereby authorizes the
indirect collection of this information by the OSC; and

     

    (c)           Such
Second New Lender understands that (i) the Company may be considered a
“connected issuer” and/or a “related issuer” of the Collateral Agent (as those
terms are defined in NI 33-105), (ii) Mr. Vamvakas, the Chairman and Chief
Executive Officer of the Company, and members of his family have an indirect
ownership interest in the Collateral Agent as to approximately 32%, (iii) the
Collateral Agent’s decision to facilitate the Second Additional Loan was made
independently of the relationship referred to in (ii), (iv) the terms upon which
the Second Additional Loan is advanced pursuant to this Agreement were
negotiated and settled by the Collateral Agent and the Company and (v) the
Collateral Agent will not receive any benefit in connection with the Second
Additional Loan or this Agreement, other than the Collateral Agent’s
Commission.

     

    14.           Appointment and
Indemnification of Collateral Agent.  References to the Loan
Agreement and the Share Pledge Agreement in this Section 14 shall be read and
construed as references to the Loan Agreement and the Share Pledge Agreement,
each as amended hereby.


    
      
         


      

      
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    (a)           Each
of the Second New Lenders hereby irrevocably designates and appoints the
Collateral Agent as the collateral agent of such Second New Lender under the
Share Pledge Agreement, and each of the Second New Lenders hereby irrevocably
authorizes the Collateral Agent, in such capacity, to take such action on such
Second New Lender’s behalf under the Share Pledge Agreement, and to exercise
such powers and perform such duties, as are expressly delegated to the
Collateral Agent by the provisions of the Loan Agreement and/or the Share Pledge
Agreement, together with such other powers as are reasonably incidental thereto,
including the power to execute documents on behalf of the Second New
Lenders.  The Collateral Agent hereby accepts such designation and
appointment and agrees to perform its obligations as collateral agent in
accordance with the provisions of the Loan Agreement and the Share Pledge
Agreement.  Without derogating from the generality of Sections 3 or 5
hereof, notwithstanding any contrary provision in the Loan Agreement or the
Share Pledge Agreement, the Collateral Agent shall not have any duties or
responsibilities, except those expressly set forth therein, or any fiduciary
relationship with any Second New Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the Loan
Agreement or the Share Pledge Agreement or otherwise shall exist against the
Collateral Agent.

     

    (b)           Each
of the Second New Lenders hereby agrees to indemnify the Collateral Agent in its
capacity as collateral agent, ratably in accordance with his, her or its
Individual Second New Lender’s Advance, from and against the Collateral Agent’s
Claims, provided, however,
that no Second New Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Collateral Agent’s gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.  This Section 14(b) shall survive until the
first anniversary of the date of payment in full of the Secured Obligations (for
greater certainty, as such defined term has been amended hereby).

     

    15.           Covenants of
Company.  Without derogating from the generality of Sections 3
or 5 hereof, the Company hereby agrees, in favor of the Second New Lenders, to
each of the covenants contained in Section 4.1 of the Loan
Agreement.

     

    16.           Covenants of Second New
Lenders.  Without derogating from the generality of Sections 3
or 5 hereof, each of the Second New Lenders (as to himself, herself or itself
and for no other Second New Lender) hereby agrees, in favor of the Company, to
each of the covenants contained in Section 4.2 of the Loan
Agreement.  For greater certainty, references to the “Closing”
contained in Section 4.2 of the Loan Agreement shall be read and construed as
references to the “Second Additional Loan Closing” (defined
below).  In addition, each of the Second New Lenders that is a
resident of the United Kingdom (as to himself, herself or itself and for no
other Second New Lender) hereby agrees, in favor of the Company, that, at all
times until the Maturity Date, he, she or it will remain a “qualified investor” within
the meaning of the law in the United Kingdom implementing Article 2(1)(e) of
Directive 2003/71/EC (and any relevant implementing measure) and that, upon a
breach of this covenant, will assign his, her or its rights and obligations
under, and his, her or its right, title and interest in and to, the Loan
Agreement and the Share Pledge Agreement, each as amended hereby, to a U.S. or
Canadian resident third party approved by the Company in writing (which approval
shall not be withheld unreasonably) that qualifies as an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act, if
such third party is a resident of the U.S., and an “accredited investor” as
defined in NI 45-106, if such third party is a resident of Canada, and that
certifies in writing its “accredited investor” status
and agrees, in writing, to assume such Second New Lender’s obligations under the
Loan Agreement, as amended hereby.


    
      
         


      

      
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    17.           Closing Conditions in Favor
of Second New Lenders.  The obligation of each of the Second
New Lenders to advance his, her or its Individual Second New Lender’s Advance is
subject to the satisfaction, or the waiver by such Second New Lender, on or
prior to such advance (the “Second Additional Loan
Closing”) of each of the following conditions:

     

    (a)           Representations and
Warranties.  The representations and warranties made by the
Company pursuant to Section 12 hereof shall be true and correct in all material
respects as of the date hereof and as of the Second Additional Loan Closing as
though made on and as of such date; and

     

    (b)           Performance.  The
Company shall have performed, satisfied and complied with, in all material
respects, all covenants, agreements and conditions required by this Agreement,
and by the Loan Agreement and the Share Pledge Agreement, each as amended
hereby, to be performed, satisfied or complied with by it at or prior to the
Second Additional Loan Closing.

     

    18.           Closing Conditions in Favor
of Company.  The entering into of this Agreement by the Company
with each of the Second New Lenders, and the acceptance by the Company of such
Second New Lender’s Individual Second New Lender’s Advance, is subject to the
satisfaction, or the waiver by the Company, at or prior to the Second Additional
Loan Closing, of each of the following conditions:

     

    (a)           Representations and
Warranties.  The representations and warranties made by such
Second New Lender pursuant to Section 13 hereof shall be true and correct in all
material respects as of the date hereof and as of the Second Additional Loan
Closing as though made on and as of such date;

     

    (b)           Accredited Investor
Certificate.  Such Second New Lender shall have completed and
executed and delivered the Accredited Investor Certificate, if he, she or it is
a resident of the U.S. or Canada.

     

    (c)           Performance.  Such
Second New Lender shall have performed, satisfied and complied with, in all
material respects, all other covenants, agreements and conditions required by
this Agreement, and by the Loan Agreement and the Share Pledge Agreement, each
as amended hereby, to be performed, satisfied or complied with by it at or prior
to the Second Additional Loan Closing.

     

    19.           Amendments;
Waivers.  No provision of this Agreement may be amended or
waived except in a written instrument signed, (i) in the case of an amendment,
by the Company, the Required Lenders and the Collateral Agent or (ii) in the
case of a waiver, by the party against whom enforcement of any such waiver is
sought.  No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right.


    
      
         


      

      
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    20.           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective in accordance with Section 7.2 of the Loan Agreement.

     

    21.           Survival.  All
representations and warranties and covenants made or given pursuant hereto shall
survive the execution and delivery of this Agreement and the advance by each of
the Second New Lenders of his, her or its Individual Second New Lender’s
Advance.

     

    22.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    23.           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Required
Lenders.  Without derogating from the obligation contained in Section
4.2(d) of the Loan Agreement (which obligation, among others, has been adopted
explicitly by each of the Second New Lenders pursuant to Section 16 hereof) or
the obligation, contained in Section 16 hereof, of each of the Second New
Lenders that is a resident of the United Kingdom, each of the Second New Lenders
may assign his, her or its rights and obligations under, and his, her or its
right, title and interest in and to, this Agreement to a U.S. or Canadian
resident third party approved by the Company in writing (which approval shall
not be withheld unreasonably) that qualifies as an “accredited investor” as
defined in Rule 501(a) promulgated under Regulation D of the Securities Act of
1933, as amended, if such third party is a resident of the U.S., and an “accredited investor” as
defined in National Instrument 45-106, if such third party is a resident of
Canada, and that certifies in writing its “accredited investor” status
and agrees, in writing to assume such Second New Lender’s obligations under this
Agreement.

     

    24.           No Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person or entity.

     

    25.           Governing Law;
Venue.  ALL QUESTIONS CONCERING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE
FEDERAL LAWS OF CANADA APPLICABLE THEREIN.  THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF ONTARIO FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY ANY OF THE
PARTIES HERETO, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY OF THE OTHER PARTIES
HERETO, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY
SUCH COURT OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.


    
      
         


      

      
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    26.           Execution.  This
Agreement may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile or e-mail transmission), all of
which when taken together shall be considered one and the same
agreement.  In the event that any signature is delivered by facsimile
transmission or e-mail attachment, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or e-mail-attached
signature page were an original thereof.

     

    27.           Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    [SIGNATURE
PAGES TO FOLLOW]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective authorized signatories as of the date first indicated
above.

     

    
      	 
      	
              OCCULOGIX,
      INC.

            
	 	 
	 	 
	 
      	
              By:

            	
              /s/ William G. Dumencu

            
	 
      	 
      	
              Name:
      William G. Dumencu

            
	 
      	 
      	
              Title:
      Chief Financial Officer and Treasurer

            
	 	 
	 
      	
              Address for
      Notices:

            
	 
      	
              2600
      Skymark Avenue

            
	 
      	
              Building
      9, Suite 201

            
	 
      	
              Mississauga,
      Ontario

            
	 
      	
              L4W
      5B2

            
	 	 
	 
      	
              Fax
      No.:  905-602-7623

            
	 
      	
              Telephone
      No.:  905-602-0887

            
	 
      	
              E-mail:  elias.vamvakas@occulogix.com; or bill.dumencu@occulogix.com

            
	 
      	
              Attention:  Elias
      Vamvakas and William G. Dumencu

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              MARCHANT SECURITIES INC.,
      as the Collateral Agent

            
	 	 
	 	 
	 
      	
              By:

            	
              /s/ Gregory L. Marchant

            
	 
      	 
      	
              Name:  Gregory
      L. Marchant

            
	 
      	 
      	
              Title:    President
      and CEO

            
	 
      	 
      	 
      
	 
      	
              Address for
      Notices:

            
	 
      	
              100
      York Boulevard, Suite 404

            
	 
      	
              Richmond
      Hill, Ontario

            
	 
      	
              L4B
      1J8

            
	 
      	 
      	 
      
	 
      	
              Fax
      No.:  416-322-7527

            
	 
      	
              Telephone
      No.:  416-322-9700, ext. 5000

            
	 
      	
              E-mail:  gmarchant@marchantsecurities.com

            
	 
      	 
      	 
      
	 
      	
              Attention:  Gregory
      L. Marchant

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Second New Lender Signature
Page

    


    By his,
her or its execution and delivery of this signature page, the undersigned hereby
joins in and agrees to be bound by the terms and conditions of the Second
Amending Agreement, dated as of July 28, 2008 (the “Agreement”), by and among
OccuLogix, Inc., the Second New Lenders (as defined therein), the Required
Lenders (as defined therein) and Marchant Securities Inc. and authorizes this
signature page to be attached to the Agreement or counterparts
thereof.

     

     

    
      
        	 
      	
                Name
      of Second New Lender:

              
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By: 
      

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Address:  
      

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Telephone
      No.: 

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Facsimile
      No.: 

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                E-mail
      Address: 

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                Principal
      Amount: U.S.$  

              	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

       

    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Required Lender Signature
Page

    


    By his,
her or its execution and delivery of this signature page, the undersigned
Required Lender hereby (i) joins in and agrees to be bound by the terms and
conditions of the Second Amending Agreement, dated as of July 28, 2008 (the
“Agreement”), by and
among OccuLogix, Inc., the Second New Lenders (as defined therein), the Required
Lenders (as defined therein) and Marchant Securities Inc., (ii) consents to the
amendments to the Loan Agreement (as defined therein) and the Share Pledge
Agreement (as defined therein) effected by the Agreement and (iii) authorizes
this signature page to be attached to the Agreement or counterparts
thereof.

    
       

       

      
        
          	 
      	
                        
                    Name
      of Required Lender: 

                  

                
	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By: 
      

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Address:  
      

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Telephone
      No.: 

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Facsimile
      No.: 

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  E-mail
      Address: 

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Principal
      Amount: U.S.$  

                	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

         

      

    

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Exhibit
A

     

    SCHEDULE
OF SECOND NEW LENDERS

     

    


    
      
        	
                Second New
      Lender

              	
                Individual Second New
      Lender’s 

                Advance
      (U.S.$)

              
	 
      	 
      
	
                2144304
      Ontario Inc.

              	
                35,000

              
	 
      	 
      
	
                6319335
      Canada Inc.

              	
                25,000

              
	 
      	 
      
	
                6961576
      Canada Inc.

              	
                10,000

              
	 
      	 
      
	
                Dalton
      J. Albrecht

              	
                75,000

              
	 
      	 
      
	
                Tsambikos
      Antonarakis

              	
                10,000

              
	 
      	 
      
	
                Karl
      & Kathryn Arrington

              	
                20,000

              
	 
      	 
      
	
                Ralph
      J. Barry

              	
                17,000

              
	 
      	 
      
	
                Simon
      Benstead

              	
                50,000

              
	 
      	 
      
	
                Michael
      S. Berg

              	
                50,000

              
	 
      	 
      
	
                Tina
      & Kenny Brienza

              	
                10,000

              
	 
      	 
      
	
                Frank
      W. Burr

              	
                100,000

              
	 
      	 
      
	
                Kris
      Calder

              	
                5,000

              
	 
      	 
      
	
                Thomas
      Calder

              	
                5,000

              
	 
      	 
      
	
                Cedarview
      II Holdings Inc.

              	
                50,000

              
	 
      	 
      
	
                Norine
      Cohen

              	
                20,000

              
	 
      	 
      
	
                John
      B. Cornish

              	
                75,000

              
	 
      	 
      
	
                Allison
      Dabney

              	
                25,000

              
	 
      	 
      
	
                John
      Danas

              	
                10,000

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Second New
      Lender

              	
                Individual Second New
      Lender’s

                Advance
      (U.S.$)

              
	 	 


      

      
        	
                Sunil
      Dattani

              	
                100,000

              
	 
      	 
      
	
                Alessandro
      DeSimone

              	
                10,000

              
	 
      	 
      
	
                Justin
      DiCiano

              	
                10,000

              
	 
      	 
      
	
                Bryce
      C. Douglas

              	
                450,000

              
	 
      	 
      
	
                Excite
      Holdings Corporation

              	
                10,000

              
	 
      	 
      
	
                Jon
      Fredericks

              	
                400,000

              
	 
      	 
      
	
                Amarkumar
      Gudka

              	
                10,000

              
	 
      	 
      
	
                Guise
      Management Corporation Defined Benefit Pension Plan

              	
                10,000

              
	 
      	 
      
	
                HEC
      Fellows LLC

              	
                30,000

              
	 
      	 
      
	
                W
      & R Hickel Family Trust

              	
                60,000

              
	 
      	 
      
	
                James
      and Daphne Jameson Family Trust

              	
                125,000

              
	 
      	 
      
	
                Gus
      and Anne Karnasiotis

              	
                10,000

              
	 
      	 
      
	
                Peter
      McCague

              	
                25,000

              
	 
      	 
      
	
                The
      Peter Meinig Revocable Trust

              	
                500,000

              
	 
      	 
      
	
                Melton
      Willows Pty Ltd

              	
                100,000

              
	 
      	 
      
	
                Reed
      A. Miller

              	
                25,000

              
	 
      	 
      
	
                Kristine
      Morrill

              	
                30,000

              
	 
      	 
      
	
                Loutfi
      Mouaket

              	
                40,000

              
	 
      	 
      
	
                Peter
      R. Munson

              	
                10,000

              
	 
      	 
      
	
                Sean
      J. Na

              	
                25,000

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Second New
      Lender

              	
                Individual Second New
      Lender’s

                Advance
      (U.S.$)

              
	 	 


      

      
        	
                Vicki
      G. Norton

              	
                10,000

              
	 
      	 
      
	
                Voula
      Politis

              	
                10,000

              
	 
      	 
      
	
                Alfonso
      Principato

              	
                20,000

              
	 
      	 
      
	
                Kathy
      Rakhit

              	
                10,000

              
	 
      	 
      
	
                Anthony
      Reisis

              	
                20,000

              
	 
      	 
      
	
                David
      W. Stevens

              	
                20,000

              
	 
      	 
      
	
                Visionary
      Consultants Inc.

              	
                10,000

              
	 
      	 
      
	
                Jack
      Wasserman Trust

              	
                500,000

              
	 
      	 
      
	
                Martin
      J. Waters

              	
                20,000

              
	 
      	 
      
	
                Markus
      & Edith Weigand

              	
                20,000

              
	 
      	 
      
	
                WS
      Investment Company LLC (2008A)

              	
                40,000

              
	 
      	 
      
	
                WS
      Investment Company LLC (2008C)

              	
                10,000

              
	 
      	 
      
	
                Thomas
      Pak Cheung Yan

              	
                10,000

              
	 
      	 
      
	
                Jason
      Yim

              	
                31,500

              
	 
      	 
      
	
                David
      C. Zeiger Trust dated 4/30/93 as amended

              	
                100,000

              


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Exhibit
B

     

    SCHEDULE
OF REQUIRED LENDERS

     

    


    
      	
              Required
      Lender

            	
              Required
      Lender’s

              Individual Lender’s
      Advance Plus

              Individual New
      Lender’s Advance

              (U.S.$)

            
	 
      	 
      
	
              6319335
      Canada Inc.

            	
              45,000

            
	 
      	
               
      

            
	
              Cedarview
      II Holdings Inc.

            	
              50,000

            
	 
      	
               
      

            
	
              DME
      Holdings Inc.

            	
              50,000

            
	 
      	
               
      

            
	
              JimJan
      Consultants Ltd.

            	
              150,000

            
	 
      	
               
      

            
	
              Deborah
      A. Karp, as Trustee under the Deborah A. Karp Revocable Trust Agreement
      dated May 6, 2004

            	
              20,000

            
	 
      	
               
      

            
	
              Peter
      McCague

            	
              25,000

            
	 
      	
               
      

            
	
              New
      Horizons Holdings Inc.

            	
              20,000

            
	 
      	
               
      

            
	
              Mary
      Pejic

            	
              65,000

            
	 
      	
               
      

            
	
              Peoples
      International Co. Inc.

            	
              90,000

            
	 
      	
               
      

            
	
              Carol
      Ann Rees

            	
              75,000

            
	 
      	
               
      

            
	
              Anthony
      Reisis

            	
              30,000

            
	 
      	
               
      

            
	
              Vladimir
      Riajskikh

            	
              50,000

            
	 
      	
               
      

            
	
              Daniel
      Veal and Elizabeth Veal

            	
              75,000

            
	 
      	
               
      

            
	
              Jimmy
      Veal and Linda Veal

            	
              50,000

            
	 
      	
               
      

            
	
              Zachry
      Veal and Leigh Veal

            	
              75,000

            
	 
      	
               
      

            
	
              Peter
      Volpe

            	
              50,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Required
      Lender

            	
              Required
      Lender’s

              Individual Lender’s
      Advance Plus

              Individual New
      Lender’s Advance

              (U.S.$)

            


    

    
      	 
      	 
      
	
              Lynne
      Warheit and Phil Warheit

            	
              50,000

            
	 
      	
               
      

            
	
              Dr.
      Brock J. Wright

            	
              550,000

            
	 
      	
               
      

            
	
              Dr.
      Brock Wright in trust

            	
              100,000

            
	 
      	
               
      

            
	
              Janet
      E. Wright

            	
              200,000

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              Exhibit
      C

            	 	 	 	 	 	 	 	 	 
	
              SCHEDULE
      OF INTEREST

            	 	 	 	 	 	 	 	 	 
	 
      	 	
              SECOND
      ADDITIONAL LOAN

               

            	 	 	 	 	 	 	 
	
              New
      Lender

            	 	
              Individual Second New Lender’s Advance
      

              (U.S.$)

            	 	 	
              Interest earned to 

              Aug.17, 2008

              ($)

            	 	 	
              Interest earned to

              Nov.15, 2008

              ($)

            	 
	 
      	 	 	 	 	 	 	 	 	 
	
              Simon
      Benstead

            	 	 	50,000.00	 	 	 	328.77	 	 	 	1,808.22	 
	
              Sunil
      Dattani

            	 	 	100,000.00	 	 	 	657.53	 	 	 	3,616.44	 
	
              Alfonso
      Principato

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              Loutfi
      Mouaket

            	 	 	40,000.00	 	 	 	263.01	 	 	 	1,446.58	 
	
              Amarkumar
      Gudka

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              John
      B. Cornish

            	 	 	75,000.00	 	 	 	493.15	 	 	 	2,712.33	 
	
              Bryce
      C. Douglas

            	 	 	450,000.00	 	 	 	2,958.90	 	 	 	16,273.97	 
	
              Excite
      Holdings Corporation

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              2144304
      Ontario Inc.

            	 	 	35,000.00	 	 	 	230.14	 	 	 	1,265.75	 
	
              Markus
      & Edith Weigand

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              Peter
      McCague

            	 	 	25,000.00	 	 	 	164.38	 	 	 	904.11	 
	
              Tina
      & Kenny Brienza

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              James
      and Daphne Jameson Family Trust

            	 	 	125,000.00	 	 	 	821.92	 	 	 	4,520.55	 
	
              Kris
      Calder

            	 	 	5,000.00	 	 	 	32.88	 	 	 	180.82	 
	
              Thomas
      Calder

            	 	 	5,000.00	 	 	 	32.88	 	 	 	180.82	 
	
              Voula
      Politis

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Alessandro
      DeSimone

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Dalton
      J. Albrecht

            	 	 	75,000.00	 	 	 	493.15	 	 	 	2,712.33	 
	
              Gus
      & Anne Karnasiotis

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Anthony
      Reisis

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              Thomas
      Pak Cheung Yan

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Kathy
      Rakhit

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              The
      Peter C. Meinig Revocable Trust

            	 	 	500,000.00	 	 	 	3,287.67	 	 	 	18,082.19	 
	
              Justin
      DiCiano

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Norine
      Cohen

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              John
      Danas

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Tsambikos
      Antonarakis

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              6319335
      Canada Inc.

            	 	 	25,000.00	 	 	 	164.38	 	 	 	904.11	 
	
              Cedarview
      II Holdings Inc.

            	 	 	50,000.00	 	 	 	328.77	 	 	 	1,808.22	 
	
              Martin
      J. Waters

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              WS
      Investment Company LLC(2008A)

            	 	 	40,000.00	 	 	 	263.01	 	 	 	1,446.58	 
	
              WS
      Investment Company LLC(2008C)

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Jeff
      Guise Management Corporation Defined Benefit Pension Plan

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Reed
      A. Miller

            	 	 	25,000.00	 	 	 	164.38	 	 	 	904.11	 
	
              Allison
      Dabney

            	 	 	25,000.00	 	 	 	164.38	 	 	 	904.11	 
	
              Krisitne
      Morrill

            	 	 	30,000.00	 	 	 	197.26	 	 	 	1,084.93	 
	
              David
      W. Stevens

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              W
      & R Hickel Family Trust

            	 	 	60,000.00	 	 	 	394.52	 	 	 	2,169.86	 
	
              Ralph
      J. Barry

            	 	 	17,000.00	 	 	 	111.78	 	 	 	614.79	 
	
              Frank
      W. Burr

            	 	 	100,000.00	 	 	 	657.53	 	 	 	3,616.44	 
	
              Karl
      and Kathryn Arrington

            	 	 	20,000.00	 	 	 	131.51	 	 	 	723.29	 
	
              Melton
      Willows Pty Ltd

            	 	 	100,000.00	 	 	 	657.53	 	 	 	3,616.44	 
	
              Michael
      S. Berg

            	 	 	50,000.00	 	 	 	328.77	 	 	 	1,808.22	 
	
              Vicki
      G. Norton

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Peter
      R. Munson

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              Visionary
      Consultants Inc.

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              HEC
      Fellows LLC

            	 	 	30,000.00	 	 	 	197.26	 	 	 	1,084.93	 
	
              Jason
      Yim

            	 	 	31,500.00	 	 	 	207.12	 	 	 	1,139.18	 
	
              Jack
      Wasserman Trust

            	 	 	500,000.00	 	 	 	3,287.67	 	 	 	18,082.19	 
	
              Sean
      J. Na

            	 	 	25,000.00	 	 	 	164.38	 	 	 	904.11	 
	
              Jon
      Fredericks

            	 	 	400,000.00	 	 	 	2,630.14	 	 	 	14,465.75	 
	
              6961576
      Canada Inc.

            	 	 	10,000.00	 	 	 	65.75	 	 	 	361.64	 
	
              David
      C. Zeiger Trust dated 4/30/93 as amended

            	 	 	100,000.00	 	 	 	657.53	 	 	 	3,616.44	 
	
              Totals

            	 	 	3,403,500.00	 	 	 	22,379.18	 	 	 	123,085.48