Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2024, Harrow, Inc. along with some of its subsidiaries (collectively, the "Company") entered into the Second Amendment to Credit Agreement and Guaranty (the "Second Amendment") to the Credit Agreement and Guaranty originally entered into on March 27, 2023, as amended by that certain First Amendment to Credit Agreement and Guaranty and Consent, dated as of July 18, 2023 (as amended, the "Oaktree Loan"), with the lenders from time to time party thereto and Oaktree Fund Administration, LLC, as administrative agent for the lenders (together, "Oaktree").

On October 25, 2024, upon satisfaction of certain conditions to funding, the Company drew down the principal amount of $30,000,000 (the "$30,000,000 Draw") under a pre-existing commitment under the Oaktree Loan to partially fund a one-time payment to Novartis Technology, LLC and Novartis Innovative Therapies AG (together, "Novartis"). Under its asset purchase agreement with Novartis, the Company made a one-time milestone payment to Novartis equal to $37,000,000 upon the commercial availability of Triescence, which the Company paid on October 15, 2024.

In the Second Amendment, the Company and Oaktree agreed to certain changes to the Oaktree Loan in connection with the Company's draw under the Oaktree Loan. Pusuant to the amendment, Oaktree agreed to waive any make-whole costs associated with the $30,000,000 Draw in the event of early repayment of the debt under the Oaktree Loan if paid before March 31, 2025. In addition, Oaktree agreed to exclude the $30,000,000 Draw from the calculation of the Total Leverage Ratio as defined in the Oaktree Loan. No other material changes to the Oaktree Loan were provided in the Second Amendment.

Following entry into the Second Amendment and the funding of the Novartis milestone payment, the Company has drawn down a total principal loan amount of $107,500,000 under the Oaktree Loan and no additional principal loan amount remains available to the Company under the Oaktree Loan.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the three months ended September 30, 2024.