exv10w2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2009, by and between
INSULET CORPORATION, a Delaware corporation (the “Company”), and those lenders set forth on
Schedule 1 to the Facility Agreement (as defined below) (individually a “Lender” and together, the
“Lenders”) and any of transferee who executes and delivers a joinder agreement in the form of
Exhibit A hereto.



WHEREAS:




A. In connection with the Facility Agreement by and between the parties hereto of even date
herewith (the “Facility Agreement”), the Company has agreed, upon the terms and subject to the
conditions contained therein, to issue and sell Warrants (as defined below) to the Lenders in the
amount described in the Facility Agreement, where each of the Warrants is exercisable into shares
of the Company’s common stock, $0.001 value per share (the “Common Stock”), each upon the terms and
conditions and subject to the limitations and conditions set forth in the Warrants, all subject to
the terms and conditions of the Facility Agreement; and



B. To induce the Lenders to execute and deliver the Facility Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and
applicable state securities laws:



NOW, THEREFORE, In consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyers (as defined below) hereby agree as follows:



1. DEFINITIONS.




a. As used in this Agreement, the following terms shall have the following meanings:



(i) “Additional Filing Deadline” means, (a) with respect to any additional Registration Statements
that may be required pursuant to Section 2(a)(ii), (i) the first date or time that such Registrable
Securities may then be included in a Registration Statement if such Registration Statement is
required because the United States Securities and Exchange Commission (the “SEC”) shall have
notified the Company in writing that certain Registrable Securities were not eligible for inclusion
on a previously filed Registration Statement, or (ii) if such additional Registration Statement is
required for a reason other than as described in (a) above, the 15th day following the
date on which the Company first knows that such additional Registration Statement is required; and
(b) with respect to any amendment to a Registration Statement that may be required pursuant to
Section 3(b), the 20th day following the Registration Trigger Date; provided,
however, that, for purposes of (a) and (b) above, if the Additional Filing Deadline falls
on a date in the period starting on the 45th day after the end of the Company’s 2009
fiscal year and ending on the 120th day following the end of the Company’s 2009 fiscal
year, the filing will be required to be made on the 121st day following the end of the
Company’s 2009 fiscal year, provided that the Company timely files its Form 10-K, without the
information required by part III of Form 10-K, and files a definitive proxy statement for its
annual meeting of shareholders containing the information required by part III of Form 10-K within
120 days of the end of the Company’s 2009 fiscal year.



(ii) “Additional Registration Deadline” means, with respect to any additional Registration
Statement(s) that may be required to be filed pursuant to Section 2(a)(ii), (a) the 45th day
following the first date or time that such Registrable Securities may then be included in a
Registration Statement if such Registration Statement is required because the SEC shall have
notified the Company in writing that certain Registrable Securities were not eligible for inclusion
on a previously filed Registration Statement, or (b) if such additional Registration Statement is
required for a reason other than as described in (a) above, the 60th day following the
date on which the Company first knows that such additional Registration Statement(s) is required.



(iii) “Buyer” means any Lender and any transferee or assignee who agrees to become bound by the
provisions of this Agreement in accordance with Section 10 hereof.



(ii) “Filing Deadline,” for the Registration Statement required to be filed by Section 2(a)(i),
shall mean a date that is













 







twenty (20) calendar days following the date the applicable Warrant is issued and, in the case of
Section 2(a)(ii) shall mean the Additional Filing Deadline.



(iii) “Person” means and includes any natural person, partnership, joint venture, corporation,
trust, limited liability company, limited company, joint stock company, unincorporated
organization, government entity or any political subdivision or agency thereof, or any other
entity.



(iv)“Registration Deadline” shall mean, other than for purposes of the Registration Statements
required under Section 2(a)(ii), the earlier of (i) the date that is seventy-five (75) days after
the date that the applicable Registration Statement is actually filed or (ii) the date that is
seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration
Statements required to be filed under Section 2(a)(ii), the Additional Registration Deadline.



(v) “Warrant(s)” means the warrants issued by the Company pursuant to the Facility Agreement.



(vi) “Register,” “Registered,” and “Registration” refer to a registration effected by preparing and
filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule providing for offering securities on a
continuous basis, and the declaration or ordering of effectiveness of such Registration Statement
by the SEC.



(vii) “Registrable Securities,” for a given Registration, means (a) any shares of Common Stock (the
“Warrant Shares”) issued or issuable upon exercise of or otherwise pursuant to the Warrants
(without giving effect to any limitations on exercise set forth in the Warrants), (b) any shares of
capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to
any of the foregoing, (c) any other warrants or shares of common stock issuable pursuant to the
terms of the Facility Agreement, the Warrants or this Registration Rights Agreement, and (d) any
securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.



(viii) “Registration Statement(s)” means a registration statement(s) of the Company under the
Securities Act required to be filed hereunder.



2. REGISTRATION.




a. MANDATORY REGISTRATION. (i) Following the issuance of any Warrants pursuant to the Facility
Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline (as
defined above) file with the SEC a Registration Statement (the “Mandatory Registration Statement”)
on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is
then available to effect a registration of the Registrable Securities, subject to the consent of
the Buyers, which consent will not be unreasonably withheld) covering the resale of the Registrable
Securities issued on the applicable Issuance Date (as defined below) which Registration Statement,
to the extent allowable under the Securities Act and the rules and regulations promulgated
thereunder (including Rule 416), shall state that such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable upon exercise of
or otherwise pursuant to the Warrants to prevent dilution resulting from stock splits, stock
dividends, stock issuances or similar transactions. The Registration Statement to be filed under
this Section 2(a) may also include, at the Company’s sole discretion, shares of Common Stock or
other securities to be sold by the Company for its own account, provided that the inclusion of such
shares does not conflict with the performance by the Company of its obligations under this
Agreement. The number of shares of Common Stock initially included in such Registration Statement
shall be no less than the aggregate number of Warrant Shares that are then issuable upon exercise
of or otherwise pursuant to the Warrants issued on the Issuance Date, without regard to any
limitation on the Buyers’ ability to exercise the Warrants, respectively. The Company acknowledges
that the number of shares initially included in each Registration Statement represents a good faith
estimate of the maximum number of shares issuable upon exercise of or otherwise pursuant to the
Warrants issued on the applicable Issuance Date and shall be amended if not sufficient. Each
Registration Statement (and each amendment or supplement thereto, and each request for acceleration
of effectiveness thereof) shall be provided to (and subject to the approval of) the Buyers and
their counsel prior to its filing or other submission.



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(ii) If for any reason the SEC does not permit all of the Registrable Securities to be included in
the Registration Statement filed pursuant to Section 2(a)(i) above, or for any other reason any
Registrable Securities are not then included in a Registration Statement filed under this
Agreement, then the Company shall prepare, and, as soon as practicable but in no event later than
the Additional Filing Deadline, file with the SEC an additional Registration Statement covering the
resale of all Registrable Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415. Notwithstanding
anything to the contrary set forth in this Section 2(a)(ii), the Company may postpone the filing or
the effectiveness of any additional Registration Statement pursuant to this Section 2(a)(ii) for a
reasonable time period, provided that such postponement shall not exceed forty-five (45) days in
the aggregate, if the Company has been advised by legal counsel that such filing or effectiveness
would require disclosure of a previously undisclosed material financing, acquisition or other
corporate transaction, and the Board of Directors determines in good faith that such disclosure is
not in the best interests of the Company and its stockholders.



b. PIGGY-BACK REGISTRATIONS. If at any time prior to the expiration of the Registration Period (as
hereinafter defined) the Company shall determine to file with the SEC a registration statement
relating to an offering for its own account or the account of others under the Securities Act of
any of its securities (other than debt securities or securities being registered on Form S-4 or
Form S-8 or their then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in connection with
stock option or other employee benefit plans), the Company shall send to each Buyer written notice
of such determination and, if within fifteen (15) days after the effective date of such notice, the
Buyer shall so request in writing, the Company shall include in such Registration Statement all or
any part of such Buyer’s Registrable Securities the requests to be registered, except that if, in
connection with any underwritten public offering for the account of the Company, the managing
underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may
be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or
other factors dictate such limitation is necessary to facilitate public distribution, then the
Company may reduce the amount offered for by other holders to a number deemed satisfactory by such
managing underwriter(s) and, pursuant to this Section 2(b), the Company shall be obligated to
include in such Registration Statement only such limited portion of the Registrable Securities with
respect to which the Buyer has requested inclusion hereunder as the underwriter shall permit;



PROVIDED, HOWEVER, that, the shares to be excluded shall be determined in the following sequence:
(A) first, securities held by any Persons not having registration rights, (B) second, the
Registrable Securities sought to be included by the holders thereof requesting such registration
pursuant to this Section 2(b), (C) third, securities held by any Persons having contractual,
incidental “piggyback” registration rights to include such securities in the registration statement
pursuant to that certain Registration Rights Agreement dated June 16, 2008 between the Company and
the parties designated therein, and (D) fourth, securities held by any Persons having contractual,
incidental “piggyback” registration rights to include such securities in the registration statement
pursuant to that certain Third Amended and Restated Investor Rights Agreement dated February 3,
2006 between the Company and the parties designated therein.; and



PROVIDED, FURTHER, HOWEVER, that, no right to registration of Registrable Securities under this
Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an
offering in connection with which a Buyer is entitled to registration under this Section 2(b) is an
underwritten offering, then such Buyer shall, unless otherwise agreed by the Company, offer and
sell such Registrable Securities in an underwritten offering using the same underwriter or
underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as
other shares of Common Stock included in such underwritten offering. Notwithstanding anything to
the contrary set forth in this Section 2(b), the registration rights of the Buyer pursuant to this
Section 2(b) shall only be available in the event the Company fails to timely file, obtain
effectiveness or maintain effectiveness of any Registration Statement to be filed pursuant to
Section 2(a) in accordance with the terms of this Agreement.



3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the Registrable Securities,
the Company shall have the following obligations:



a. The Company shall prepare promptly, and file with the SEC as soon as practicable after each date
that any Warrants are issued under the Facility Agreement (each an “Issuance Date”) (but no later
than the Filing Deadline), a Registration Statement with respect to the number of Registrable
Securities provided in Section 2(a), and thereafter



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use its reasonable best efforts to cause each such Registration Statement relating to Registrable
Securities to become effective as soon as possible after such filing, but in any event shall cause
each such Registration Statement relating to Registrable Securities to become effective no later
than the Registration Deadline, and shall keep the Registration Statement current and effective
pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of
the Registrable Securities for such Registration Statement have been sold and (ii) the date on
which all of the Registrable Securities for such Registration Statement (in the opinion of counsel
to the Buyers or the Company) may be immediately sold to the public without registration or
restriction (including without limitation as to volume by each holder thereof) under the Securities
Act (the “Registration Period”), which Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein), except for information provided by a Buyer
or any transferee of a Buyer pursuant to Section 4(a) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or necessary to make
the statements therein not misleading.



b. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to each Registration Statement and the prospectus used in connection
with each Registration Statement as may be necessary to keep each Registration Statement current
and effective at all times during the Registration Period, and, during such period, comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by each Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof as set forth in each Registration Statement. In the event that on any
Trading Day (as defined below) (the “Registration Trigger Date”) the number of shares available
under the Registration Statements filed pursuant to this Agreement is insufficient to cover all of
the Registrable Securities issued or issuable upon exercise of or otherwise pursuant to the
Warrants, including, without limitation, any additional shares of Common Stock issued in connection
with any anti-dilution provisions contained in the Warrants, without giving effect to any
limitations on the Buyer’ ability to exercise the Warrants, the Company shall amend the
Registration Statements, so as to cover the total number of Registrable Securities so issued or
issuable (without giving effect to any limitations on exercise contained in the Warrants or
limitations on conversion or exercise) as of the Registration Trigger Date as soon as practicable,
but in any event within the Additional Filing Deadline. The Company shall use its reasonable best
efforts to cause such amendment to become effective as soon as practicable following the filing
thereof, but in any event the Company shall cause such amendment to become effective within sixty
(60) days of the Registration Trigger Date or as promptly as practicable in the event the Company
is required to increase its authorized shares. “Trading Day” shall mean any day on which the
Common Sock is traded for any period on the NASDAQ Global Market, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded.



c. The Company shall furnish to each Buyer and its legal counsel (i) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each
Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and
each amendment or supplement thereto, and, in the case of a Registration Statement referred to in
Section 2(a), each letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to
such Registration Statement (other than any portion of any thereof which contains information for
which the Company has sought confidential treatment), and (ii) such number of copies of a
prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such
other documents as a Buyer may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Buyer. The Company will immediately notify the Buyers by
facsimile of the effectiveness of each Registration Statement or any post-effective amendment. The
Company will promptly respond to any and all comments received from the SEC, with a view towards
causing each Registration Statement or any amendment thereto to be declared effective by the SEC as
soon as practicable and shall file an acceleration request as soon as practicable, but no later
than three (3) business days, following the resolution or clearance of all SEC comments or, if
applicable, following notification by the SEC that any such Registration Statement or any amendment
thereto will not be subject to review.



d. The Company shall use its reasonable best efforts to (i) register and qualify, in any
jurisdiction where registration and/or qualification is required, the Registrable Securities
covered by the Registration Statements under such other securities or “blue sky” laws of such
jurisdictions in the United States as the Buyers shall reasonably request, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and supplements to



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such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions.



e. As promptly as practicable after becoming aware of such event, the Company shall notify each
Buyer of the happening of any event, of which the Company has knowledge, as a result of which the
prospectus included in any Registration Statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and use its reasonable best efforts promptly to prepare
a supplement or amendment to any Registration Statement to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to each Buyer as such
Buyer may reasonably request.



f. The Company shall use its best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of any Registration Statement, and, if such an order is issued, to
obtain the withdrawal of such order at the earliest possible moment and to notify each Buyer who
holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing
underwriters) of the issuance of such order and the resolution thereof.



g. The Company shall permit a single firm of counsel designated by the Buyers to review such
Registration Statement and all amendments and supplements thereto (as well as all requests for
acceleration or effectiveness thereof), at Buyers’ own cost, a reasonable period of time prior to
their filing with the SEC and not file any documents in a form to which such counsel reasonably
objects and will not request acceleration of such Registration Statement without prior notice to
such counsel.



h. The Company shall hold in confidence and not make any disclosure of information concerning a
Buyer provided to the Company unless (i) disclosure of such information is necessary to comply with
federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public
other than by disclosure in violation of this or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning such Buyer is sought in or by a
court or governmental body of competent jurisdiction or through other means, give prompt notice to
the Buyer prior to making such disclosure, and allow such Buyer, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information.



i. The Company shall use its best efforts to cause all the Registrable Securities covered by each
Registration Statement to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, and, if listed on a national
exchange, to arrange for at least two market makers to register with the Financial Industry
Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities.



j. The Company shall provide a transfer agent and registrar, which may be a single entity, for the
Registrable Securities not later than the effective date of the initial Registration Statement.



k. The Company shall cooperate with each Buyer who holds Registrable Securities being offered and
the managing underwriter or underwriters with respect to an applicable Registration Statement, if
any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legends) representing Registrable Securities (if certificated) to be offered pursuant to such
Registration Statement and enable such certificates (if any) to be in such denominations or
amounts, as the case may be, as the managing underwriter or underwriters, if any, or the Buyer may
reasonably request and registered in such names as the managing underwriter or underwriters, if
any, or the Buyer may request, and, within three (3) business days after a Registration Statement
which includes Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the
Registrable Securities (with copies to each Buyer) an appropriate instruction and an opinion of
such counsel in the form required by the transfer agent in order to issue the Registrable
Securities free of restrictive legends.



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l. At the request of a Buyer, the Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration Statement and any
prospectus used in connection with the Registration Statement as may be necessary in order to
change the plan of distribution set forth in such Registration Statement.



m. The Company shall not, and shall not agree to, allow the holders of any securities of the
Company to include any of their securities in any Registration Statement under Section 2(a) hereof
or any amendment or supplement thereto under Section 3(b) hereof without the consent of the Buyers.
In addition, the Company shall not offer any securities for its own account or the account of
others in any Registration Statement under Section 2(a) hereof or any amendment or supplement
thereto under Section 3(b) hereof without the consent of the Buyers.



n. The Company shall take all other reasonable actions necessary to expedite and facilitate
disposition by the Buyers of Registrable Securities pursuant to a Registration Statement.



o. The Company shall comply with all applicable laws related to a Registration Statement and
offering and sale of securities and all applicable rules and regulations of governmental
authorities in connection therewith (including without limitation the Securities Act and the
Exchange Act and the rules and regulations promulgated by the SEC).



p. If required by the Financial Industry Regulatory Authority, Inc. Corporate Financing
Department, the Company shall promptly effect a filing with FINRA pursuant to FINRA Rule 5510 with
respect to the public offering contemplated by resales of securities under the Registration
Statement (an “Issuer Filing”), and pay the filing fee required by such Issuer Filing. The Company
shall use commercially reasonable efforts to pursue the Issuer Filing until FINRA issues a letter
confirming that it does not object to the terms of the offering contemplated by the Registration
Statement.



4. OBLIGATIONS OF THE BUYER. In connection with the registration of the Registrable Securities,
each Buyer shall have the following obligations:



a. It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a Buyer that such Buyer
shall furnish to the Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by it as shall be
reasonably required to effect the registration of such Registrable Securities and shall execute
such documents in connection with such registration as the Company may reasonably request. At least
five (5) business days prior to the first anticipated filing date of a Registration Statement, the
Company shall notify each Buyer of the information the Company requires from such Buyer. Any such
information shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein not misleading.



b. Each Buyer, by such Buyer’s acceptance of the Registrable Securities, agrees to cooperate with
the Company as reasonably requested by the Company in connection with the preparation and filing of
a Registration Statement hereunder, unless such Buyer has notified the Company in writing of the
Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration
Statement.



c. In the event of an underwritten offering pursuant to Section 2(b) in which any Registrable
Securities are to be included, the Buyer agrees to enter into and perform the Buyer’s obligations
under an underwriting agreement, in usual and customary form, including, without limitation,
customary indemnification and contribution obligations, with the managing underwriter of such
offering and take such other actions as are reasonably required in order to expedite or facilitate
the disposition of the Registrable Securities, unless the Buyer has notified the Company in writing
of the Buyer’s election to exclude all of the Buyer’s Registrable Securities from such Registration
Statement.



d. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e) or 3(f), the Buyer will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Buyer’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the Company, the Buyer shall
deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies in the Buyer’s possession, of the prospectus covering such
Registrable Securities



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current at the time of receipt of such notice.



5. REGISTRATION FAILURE. In the event of a Registration Failure (as defined in the Warrants), the
Buyers shall be entitled to Failure Payments (as defined in the Warrants) and such other rights as
set forth in the Warrants.



6. EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3, including, without limitation, all registration, listing and qualification fees,
printers and accounting fees, and the fees and disbursements of counsel for the Company shall be
borne by the Company.



7. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration
Statement under this Agreement:



a. The Company will indemnify, hold harmless and defend (i) each Buyer, (ii) the directors,
officers, partners, managers, members, employees, agents and each Person who controls any Buyer
within the meaning of the Securities Act or the Exchange Act, if any, (iii) any underwriter (as
defined in the Securities Act) for each Buyer in connection with an underwritten offering pursuant
to Section 2(b) hereof, and (iv) the directors, officers, partners, employees and each Person who
controls any such underwriter within the meaning of the Securities Act or the Exchange Act, if any
(each, an “Indemnified Person”), against any joint or several losses, claims, damages, liabilities
or expenses (collectively, together with actions, proceedings or inquiries by any regulatory or
self-regulatory organization, whether commenced or threatened, in respect thereof, “Claims”) to
which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or the
omission or alleged omission to state therein a material fact required to be stated or necessary to
make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading; or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities (the matters in the
foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse
the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any
reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 7(a) shall not apply to a Claim
arising out of or based upon a Violation to the extent that such Violation occurs (i) in reliance
upon and in conformity with information furnished in writing to the Company by any Indemnified
Person for use in connection with the preparation of such Registration Statement or any such
amendment thereof or supplement thereto; or (ii) in the case of the happening of any event of the
kind described in Section 3(e) or 3(f), in connection with the use by a Buyer of an outdated or
defective prospectus after the Company has notified such Buyer that the prospectus is outdated or
defective. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Buyer pursuant to Section 10.



b. Promptly after receipt by an Indemnified Person under this Section 7 of notice of the
commencement of any action (including any governmental action), such Indemnified Person shall, if a
Claim in respect thereof is to be made against the Company under this Section 7, deliver to the
Company a written notice of the commencement thereof, and the Company shall have the right to
participate in, and, to the extent the Company so desires, to assume control of the defense thereof
with counsel reasonably satisfactory to each of the Company and the Indemnified Person, as the case
may be.



PROVIDED, HOWEVER, that an Indemnified Person shall have the right to retain its own counsel with
the reasonable fees and expenses to be paid by the Company, if, in the reasonable opinion of
counsel for the Buyer, the representation by such counsel of the Indemnified Person and the Company
would be inappropriate due to actual or potential differing interests between such Indemnified
Person and any other party represented by such counsel in such proceeding. The Company shall pay
for only one separate legal counsel for the Indemnified Persons, and such



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legal counsel shall be selected by Buyers. The failure to deliver written notice to the Company
within a reasonable time of the commencement of any such action shall not relieve the Company of
any liability to the Indemnified Person under this Section 7, except to the extent that the Company
is actually prejudiced in its ability to defend such action. The indemnification required by this
Section 7 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred and is due and
payable.



c. Each Buyer will indemnify, hold harmless and defend (i) the Company, and (ii) the directors,
officers, partners, managers, members, employees, or agents of the Company, if any (each, a
“Company Indemnified Person”), against any joint or several losses, claims, damages, liabilities or
expenses (collectively, together with actions, proceedings or inquiries by any regulatory or
self-regulatory organization, whether commenced or threatened, in respect thereof, “Indemnity
Claims”) to which any of them may become subject insofar as such Claims arise out of or are based
upon any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities, which occurs due to (i) the
inclusion by the Company in a Registration Statement of false or misleading information about a
Buyer, where such information was furnished in writing to the Company by such Buyer for the purpose
of inclusion in such Registration Statement or (ii) in connection with the happening of any event
of the kind described in Section 3(e) or 3(f), the use by a Buyer of an outdated or defective
prospectus after the Company has notified such Buyer that the prospectus is outdated or defective.
Notwithstanding anything herein to the contrary, the indemnity agreement contained in this Section
7(c) shall not apply to amounts paid in settlement of any Indemnity Claim if such settlement is
effected without the prior written consent of the Buyers which consent shall not be unreasonably
withheld or delayed; and provided, further, however, that a Buyer shall be liable under this
Section 7(c) for only that amount of an Indemnity Claim as does not exceed the net amount of
proceeds received by such Buyer as a result of the sale of Registrable Securities pursuant to such
Registration Statement.



PROVIDED, HOWEVER, that a Company Indemnified Person shall have the right to retain its own counsel
with the reasonable fees and expenses to be paid by such Buyer, if, in the reasonable opinion of
counsel for the Company, the representation by such counsel of the Indemnified Person and the Buyer
would be inappropriate due to actual or potential differing interests between such Indemnified
Person and any other party represented by such counsel in such proceeding. The Buyer shall pay for
only one separate legal counsel for the Company Indemnified Persons, and such legal counsel shall
be selected by the Company. The failure to deliver written notice to the Buyer within a reasonable
time of the commencement of any such action shall not relieve the Buyer of any liability to the
Indemnified Person under this Section 7, except to the extent that the Buyer is actually prejudiced
in its ability to defend such action. The indemnification required by this Section 7 shall be made
by periodic payments of the amount thereof during the course of the investigation or defense, as
such expense, loss, damage or liability is incurred and is due and payable.



d. Promptly after receipt by a Company Indemnified Person under this Section 7 of notice of the
commencement of any action (including any governmental action), such Company Indemnified Person
shall, if an Indemnity Claim in respect thereof is to be made against a Buyer under this Section 7,
deliver to such Buyer a written notice of the commencement thereof, and such Buyer shall have the
right to participate in, and, to the extent such Buyer so desires, to assume control of the defense
thereof with counsel mutually satisfactory to such Buyer and the Company Indemnified Person, as the
case may be.



8. CONTRIBUTION. To the extent any indemnification by the Company is prohibited or limited by
law, the Company agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 7 to the fullest extent permitted by law, based upon a
comparative fault standard.



9. REPORTS UNDER THE 1934 ACT. With a view to making available to the Buyers the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Buyers to sell securities of the Company to the public without
registration the Company agrees to:



a. make and keep public information available, as those terms are understood and defined in Rule
144;



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b. file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and



c. so long as the Buyers own Registrable Securities, promptly upon request, (i) furnish to the
Buyers a written statement by the Company that it has complied with the reporting requirements of
the Securities Act and the Exchange Act as required for applicable provisions of Rule 144, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Buyers to sell such securities pursuant to Rule 144 without registration.



10. ASSIGNMENT OF REGISTRATION RIGHTS. The rights under this Agreement shall be automatically
assignable by each Buyer to any transferee of all or any portion of the Registrable Securities if:
(i) the Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy
of such agreement is furnished to the Company within a reasonable time after such assignment, (ii)
the Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (a) the name and address of such transferee or assignee, and (b) the securities with
respect to which such registration rights are being transferred or assigned, and (iii) at or before
the time the Company receives the written notice contemplated by clause (ii) of this sentence, the
transferee or assignee promptly executes and delivers a joinder agreement in the form of
Exhibit A hereto. In the event that a Buyer transfers all or any portion of its
Registrable Securities pursuant to this Section, the Company shall have at least ten (10) days from
the receipt of written notice described in this Section 10 to file any amendments or supplements
necessary to keep a Registration Statement current and effective pursuant to Rule 415, and the
commencement date of any Event of Failure (as defined in the Warrants) or Event of Default (as
defined in the Warrants) under the Warrants caused thereby will be extended by ten (10) days.



11. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with written consent of the Company and the holders of a
majority in interest of then-outstanding Registrable Securities. Any amendment or waiver effected
in accordance with this Section 11 shall be binding upon each of the Buyers and the Company.
Execution and delivery of a joinder agreement by any Person shall not constitute an amendment,
modification, or waiver of this Agreement.



12. MISCELLANEOUS.




a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record
or beneficially through a “street name” holder such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons with respect to
the same Registrable Securities, the Company shall act upon the basis of instructions, notice or
election received from the registered owner of such Registrable Securities.



b. Any notices required or permitted to be given under the terms hereof shall be sent by certified
or registered mail (return receipt requested) or delivered personally or by courier (including a
recognized overnight delivery service) or by facsimile and shall be effective five days after being
placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or by facsimile, in
each case addressed to a party. The addresses for such communications shall be:



If to the Company:




Insulet Corporation

9 Oak Park Drive

Bedford, MA 01730

Fax: (781) 357-4281

Attn: R. Anthony Diehl, Esq.




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With copy to:




Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

Fax: (617) 523-1231

Attn: Raymond C. Zemlin, Esq.




If to a Buyer:




c/o Deerfield Capital, L.P.

780 Third Avenue, 37th Floor

New York, New York 10017

Fax: (212) 599-1248

Attn: James E. Flynn




With a copy to:




Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

Fax: (212) 940-8776

Attn: Mark I. Fisher, Esq.

          Elliot Press, Esq.





Each party shall provide notice to the other party of any change in address.



c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



d. Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall
be commenced exclusively in the state and federal courts sitting in the City of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law. The parties hereby waive all rights to a trial
by jury. If either party shall commence an action or proceeding to enforce any provision of this
Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.



e. This Agreement, the Warrants, the Facility Agreement, the Security Agreement and the Note
(including all schedules and exhibits thereto) constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement, the Warrants, the Facility Agreement, the Security Agreement



10









 







and the Note supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.



f. Subject to the requirements of Section 10 hereof, this Agreement shall inure to the benefit of
and be binding upon the successors, including by way of merger or otherwise, and assigns of each of
the parties hereto.



g. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.



h. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this Agreement.



i. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



j. The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Buyers by vitiating the intent and purpose of the transactions contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for breach of its obligations
hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of any of the provisions hereunder, that the Buyers shall be entitled, in addition to all
other available remedies in law or in equity, to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the terms and provisions
hereof, without the necessity of showing economic loss and without any bond or other security being
required.



k. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.



l. In the event that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.



m. Subject to the requirements of Section 10 hereof, in the event a Buyer shall sell or otherwise
transfer any of such holder’s Registrable Securities, each transferee shall be allocated a pro rata
portion of the number of Registrable Securities included in a Registration Statement for such
transferor.



n. There shall be no oral modifications or amendments to this Agreement. This Agreement may be
modified or amended only in writing.



[Remainder of page left intentionally blank]




[Signature page follows]




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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly
executed as of the date first written above.



	 	 	 	 	 	 	 	 	 
	COMPANY:	 	BUYER:
	INSULET CORPORATION	 	DEERFIELD PRIVATE DESIGN FUND, L.P.
	 
	 	 	 	 	 	 	 	 
	By:

	 	   /s/ Duane DeSisto
	 	By:
	 	      /s/ James Flynn	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Duane DeSisto
	 	 	 	Name: James Flynn	 	 
	 

	 	Title: President and Chief Executive Officer
	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	      /s/ James Flynn	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: James Flynn	 	 
	 

	 	 	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DEERFIELD PARTNERS, L.P.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	      /s/ James Flynn	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: James Flynn	 	 
	 

	 	 	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DEERFIELD INTERNATIONAL LIMITED
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	      /s/ James Flynn	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: James Flynn	 	 
	 

	 	 	 	 	 	Title: General Partner	 	 







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