Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. ▇▇▇▇▇▇▇▇ agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇, and any governmental regulatory agency, and (ii) upon request of ▇▇▇▇▇▇, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. To: Date: December 29, 2011 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation (“Borrower”) hereby requests from Hercules Technology II, L.P. (“Lender”) an Advance in the amount of Seven Million Dollars ($7,000,000) on December 29, 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency. To: Lender: Date: March , and (ii) upon request of ▇▇▇▇▇▇, Borrower will cooperate and assist with any assignment of the financing agreements from 2009 Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. To: Date: December 29, 2011 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation DICERNA PHARMACEUTICALS, INC. (“Borrower”) hereby requests from Hercules Technology Technology. II, L.P. (collectively “Lender”) an Advance in the amount of Seven Two Million Dollars ($7,000,0002,000,000) on December 29, 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and its their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements between Borrower among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (ix) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Agent, Lender and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any governmental regulatory agency, and (iiy) upon request of ▇▇▇▇▇▇Lender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements from among Hercules Technology IIIII, L.P. to and Hercules Technology Growth Capital, Inc. required for compliance with the rules and regulations under the SBIC Act. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. To: Agent: Date: December 29, 2011 2013 Hercules Technology Growth Capital, Inc. (the “Agent”) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation ViewRay Incorporated (“Borrower”) hereby requests from Agent and Hercules Technology IIIII, L.P. (“Lender”) an Advance in the amount of Seven Fifteen Million Dollars ($7,000,00015,000,000) on December 29, 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower dated as of December [__], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will will, subject to the provisions in the remainder of this clause (i), constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iA) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency, and (iiB) upon request of ▇▇▇▇▇▇Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology IIIII, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting pursuant to clause (B) above, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. To: Date: December 29, 2011 201 Hercules Technology III, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation BIND THERAPEUTICS, INC., a Delaware corporation (“Borrower”) hereby requests request from Hercules Technology IIIII, L.P. (collectively “Lender”) an Advance in the aggregate amount of Seven Million Dollars ($7,000,000) $ on December 29, 2011 201 (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement between Borrower Borrowers and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendumaddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency, and (ii) upon request of ▇▇▇▇▇▇Lender or Borrower, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. To: so that the Term Loan and Loan Documents will no longer be subject to the SBIC Act or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. $[ ],000,000 Advance Date: December 29___ __, 2011 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 310, Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation or such other place of payment as the holder of this Secured Term Promissory Note (this “BorrowerPromissory Note”) hereby requests may specify from Hercules Technology IItime to time in writing, L.P. (“Lender”) an Advance in lawful money of the United States of America, the principal amount of Seven [ ] Million Dollars ($7,000,000[ ],000,000) on December 29or such other principal amount as Lender has advanced to Borrower, 2011 (the “Advance Date”) pursuant together with interest at a floating rate per annum rate equal to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). Capitalized words , and is entitled to the benefit and security of the Loan Agreement and the other terms used but not otherwise defined herein are used with the same meanings Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (iA) a failure to comply with Borrower’s obligations under this Addendum; or (iiB) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency, and and, (ii) upon request of ▇▇▇▇▇▇Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. To: Lender: Date: December 29May [ ], 2011 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation AVEO Pharmaceuticals, Inc. (“Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Seven Twenty Five Million and No/100 Dollars ($7,000,00025,000,000.00) in the aggregate on December 29May [ ], 2011 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency, and (ii) upon request of ▇▇▇▇▇▇Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. To: Lender: Date: December 29__________, 2011 ▇2010 Hercules Technology II, L.P. 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇6▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation POLYMEDIX, INC. and POLYMEDIX PHARMACEUTICALS, INC. (Collectively, “Borrower”) hereby requests from Hercules Technology II, L.P. (“Lender”) an Advance in the amount of Seven Million _____________________ Dollars ($7,000,000________________) on December 29______________, 2011 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. ▇▇▇▇▇▇▇▇ Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, ▇▇▇▇▇▇Lender, and any governmental regulatory agency, and (ii) upon request of ▇▇▇▇▇▇Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology IIIII, L.P. to Hercules Technology Growth Capital, Inc. To: Lender: Date: December 29__________, 2011 2013 HERCULES TECHNOLOGY III, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇ Neoprobe Corporation Neuralstem, Inc. (“Borrower”) hereby requests from Hercules Technology IIHERCULES TECHNOLOGY III, L.P. (“Lender”) an Advance in the amount of Seven Million _____________________ Dollars ($7,000,000________________) on December 29______________, 2011 _____, 2013 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.