Common use of Conditions Precedent to Initial Credit Extension Clause in Contracts

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original duly-executed signatures to the Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableAgreement; (b) duly duly-executed original Control Agreements with respect signatures to any Collateral Accounts maintained by Borrower or any of its Subsidiariesthe IP Security Agreement; (c) duly duly-executed original Secured Promissory Notes in favor of each Lender according signatures to its Term A Loan Commitment Percentagethe Account Control Agreement required under Section 6.6(b); (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case a certificate of the Shares of the Cayman Sub, share transferseach Loan Party, duly executed in blankby a Responsible Officer of such Loan Party, certifying and attaching (i) the Operating Documents of such Loan Party, (ii) resolutions duly approved by the Board of such Loan Party, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; (e) the Operating Documents and good standing certificates Perfection Certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation Pulmonx and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct businessof its Subsidiaries, (or in the case of the Cayman Sub certified as true copies of the originals duly executed by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective DatePulmonx; (f) a completed Perfection Certificate for Borrower final payoff letters and Lien termination documents from Oxford Finance, LLC and Boston Scientific Corporation, each of its Subsidiariesin form and substance satisfactory to Lender; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders Lender that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the LendersLender; (mi) the annual operating budgets, on a copy consolidated basis (including income statements, balance sheets and cash flow statements, by month) for fiscal years 2019 and 2020 of Pulmonx and its Subsidiaries, and (ii) annual financial projections for such fiscal years (on a monthly consolidated basis), in each case, as approved by Pulmonx’s Board, together with any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretorelated business forecasts used in the preparation of such annual financial projections; (ni) evidence satisfactory to Collateral Agent a Compliance Certificate for the month ended December 31, 2019, duly executed by a Responsible Officer of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; andPulmonx; (oj) a certificate from Pulmonx executed by a Responsible Officer of Pulmonx as to, among other things, the items set forth in Sections 3.2(b), 3.2(c) and 3.2(d); (k) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 hereof2.5; and (l) a legal opinion of Loan Parties’ counsel dated as of the Closing Date.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements Agreements, other than those addressed in and being delivered pursuant to the Post Closing Letter, with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of all each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Borrower’s San Diego headquartersOne Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are a payoff letter from Silicon Valley Bank in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit respect of the LendersExisting Indebtedness; (m) a copy evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any applicable Registration Rights Agreement financing statements and/or control agreements, have or Investors’ Rights Agreement and any amendments theretowill, concurrently with the initial Credit Extension, be terminated; (n) evidence satisfactory to Collateral Agent the duly executed Warrant in favor of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; andLender; (o) a subordination agreement, duly executed by each holder of Subordinated Debt; (p) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Revolving Line Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (kj) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (m) a payoff letter from Collateral Agent and the Lenders in respect of the Existing Indebtedness; (n) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form reasonably acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) or its books or records; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due due, as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all Borrower’s headquarters locations, and each other of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders;; and (m) a copy of any applicable Registration the Third Amended and Restated Rights Agreement or Investors’ Rights Agreement by and any amendments among the Company and the investors party thereto;, dated July 15, 2013 (as such agreement may be amended and restated through the Effective Date). (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender the Lenders shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender the Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original signatures to the Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of (i) SVB and its SubsidiariesAffiliates, and (ii) State Street; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term A Loan Commitment PercentageLoan; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and a good standing certificates certificate of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a duly executed original signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion (authority and enforceability) of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed original signatures thereto; (li) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mj) a duly executed Perfection Certificate for Borrower; (k) a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s leased locations, together with the duly executed original signatures thereto; (l) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableoriginal signatures to this Agreement; (b) duly executed original signatures to the Warrants; (c) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (cd) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) a payoff letter from Oxford and Silicon Valley Bank in respect of the Existing Indebtedness; (p) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A D Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries (other than for deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificate); (c) duly executed original Secured Promissory Notes in favor of each Lender Lender, and one or more Warrants issued to each Lender, according to its Term A D Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders;; and (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017duly executed Success Fee Letter; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesto the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations where Borrower maintains either its headquarters or Collateral having a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a payoff letter from Pacific Western Bank in respect of the receipt by Borrower Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of unrestricted net cash proceeds in such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days days’ prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of a date no earlier than thirty (30) days days’ prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower each Credit Party and each Subsidiaryof their Subsidiaries, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesParent and each Guarantor, to the extent required under Section 6.6 hereof; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and and, if this concept exists in the relevant jurisdiction, good standing certificates of Borrower each Credit Party and its Subsidiaries each of their Subsidiaries, certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Parent’s, Borrower’s and such each Subsidiaries’ jurisdiction of organization organization, incorporation or formation and each jurisdiction in which Borrower each Credit Party and each Subsidiary of their Subsidiaries is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Guaranty Documents, duly executed by each Guarantor; (g) a completed Perfection Certificate for Borrower each Credit Party and each of its their Subsidiaries; (gh) the Annual Projections, for the current calendar year; (hi) duly executed original officer’s certificate for Borrower each Credit Party and each Subsidiary of their Subsidiaries that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all of Parent’s, Borrower’s San Diego headquartersand each Guarantor’s leased locations as of the Effective Date, as applicable; (kl) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Parent, Borrower or any Guarantor maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), provided that no bailee waiver shall be required for any location where Collateral is maintained for sixty (60) days or less as set forth in Section 6.11 hereof; (m) a duly executed legal opinion of counsel to Parent each Credit Party and US Sub each of their Subsidiaries which is party to a Loan Document, dated as of the Effective Date; (ln) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement of Parent, and any amendments thereto; (np) evidence satisfactory a subordination agreement, duly executed by each holder of Subordinated Debt; (q) the Intercompany Note, legended and/or endorsed to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Agent; and (or) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of the locations at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ at which Borrower maintains Collateral with QSPharma and Patheon, respectively; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy payoff letter from Oxford Finance LLC, as collateral agent and lender, and Silicon Valley Bank, as lender, in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (n) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiarythe Loan Parties, as applicable; (b) the UK Security Agreement, together with: (i) signed copies of all notices required under the UK Security Agreement; (c) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries required to be subject to Control Agreements in accordance with Section 6; (cd) original duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (de) the certificate(sa separate Guaranty (in such form and substance as acceptable to Collateral Agent) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blankentered into by each Guarantor; (ef) the Operating Documents and and, where applicable, good standing certificates of Borrower the Loan Parties (other than any UK Obligors) and its U.S. Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower such Loan Party and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fg) a completed Perfection Certificate for Borrower and each of its SubsidiariesLoan Party; (gh) the Annual Projections, for the current calendar year; (hi) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsParty, in a form acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, or in the case of any UK Obligor, a search of Companies House, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all leased locations of Borrower’s San Diego headquartersLoan Parties (other than UK Obligors) where such Loan Parties (other than UK Obligors) maintains its books and records or Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (kl) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where the Loan Parties maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (m) a duly executed legal opinion of counsel to Parent and US Sub the Guarantors dated as of the Effective Date; (ln) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders;; and (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (np) evidence satisfactory to Collateral Agent duly executed original Success Fee Letter; (q) a copy of a resolution of the receipt board of directors of the Parent: (i) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including any Disbursement Letter) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (r) a specimen of the signature of each person authorized by the resolution referred to in paragraph (q) above in relation to the Loan Documents and related documents who will be signing Loan Documents; (s) a director’s certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Term Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on Borrower to be exceeded; (t) a certified copy of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017group structure chart; and (ou) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a payoff letter from Square 1 Bank in respect of the receipt Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) a subordination agreement, duly executed by Borrower each holder of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documentsthis Agreement, each Secured Promissory Note to be issued on the Effective Date, the Investment Letter, and the Post-Closing Letter, each duly executed by Borrower and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (ec) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for Borrower and each of its SubsidiariesCertificate; (ge) the Annual Projections, for the current calendar fiscal year; (hf) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (ig) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension on the Effective Date, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (kh) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (li) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mj) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement completed SBA Forms 480, 652 and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt 1031 by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (ok) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of the L/C Issuer and each Lender to make a Term A Loan its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Collateral Agent and each Lender shall consent to or shall have receivedfollowing conditions precedent: (a) The Administrative Agent’s receipt on the IPO Closing Date, in form and substance reasonably satisfactory to Collateral the Administrative Agent, a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 4.03(a) and (b) have been satisfied, (ii) that there has been no event or circumstance since the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) that the Borrower has consummated its initial public offering, substantially on the terms set forth in the Registration Statement, (iv) an attached pro forma consolidated balance sheet of the Borrower as at the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, after giving effect to the consummation of the Borrower’s initial public offering and the initial drawing hereunder, (v) calculation of Consolidated EBITDA for the four fiscal quarter period ending the last day of the most recent fiscal quarter of the Borrower prior to the IPO Closing Date for which quarterly financials have been delivered to the Administrative Agent, with (A) such pro forma adjustments as may be approved by Administrative Agent with respect to Dispositions, acquisitions, consolidations or mergers as described in the proviso of the first sentence of (and each Lender, such documentssubject to the delivery of information with respect thereto as required pursuant to the second sentence of) the definition of “Consolidated EBITDA” and (B) any New Cavern EBITDA Adjustments or Material Project EBITDA Adjustments as may be approved by Administrative Agent pursuant to (and subject to the delivery of information with respect thereto as required by) Section 7.11(b), and completion (vi) calculation of such other matters, the Consolidated Leverage Ratio as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable;of the IPO Closing Date. (b) duly executed original Control Agreements On and as of the IPO Closing Date, Administrative Agent shall have received copies (or electronic access to copies pursuant to the Borrower’s website or ▇▇▇▇▇) of any amendments to the Registration Statement filed with the SEC after the Closing Date, any exhibits to the Registration Statement, as amended through the IPO Closing Date, not previously delivered prior to the IPO Closing Date, and a copy of the Borrower’s prospectus with respect to any Collateral Accounts maintained its initial public offering, all certified by Borrower or any a Responsible Officer of its Subsidiaries;the Borrower. (c) duly executed original Secured Promissory Notes Any material amendment to any financial statements, projections or forecasts contained in favor of each Lender according the Registration Statement, or any other material amendment to its Term A Loan Commitment Percentage;the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the Registration Statement, and any agreements described in Section 7.08(c) attached as exhibits thereto, filed with the SEC after the Closing Date and prior to the IPO Closing Date shall be reasonably satisfactory in form and substance to Administrative Agent. (d) There shall not have occurred during the certificate(s) for period from the SharesClosing Date through and including the IPO Closing Date any event or condition that has had or could reasonably be expected, together with Assignment(s) Separate from Certificate, either individually or in the case of the Shares of the Cayman Subaggregate, share transfers, duly executed in blank;to have a Material Adverse Effect. (e) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Operating Documents Arrangers and good standing certificates of Borrower and its Subsidiaries certified Administrative Agent, in each case, as agreed in writing by the Secretary of State (Borrower, required to be paid on or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in before the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date;IPO Closing Date shall have been paid. (f) a completed Perfection Certificate for The Borrower shall have paid all fees, charges and each disbursements of its Subsidiaries;counsel to the Administrative Agent to the extent invoiced prior to or on the IPO Closing Date. (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent The IPO Closing Date shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and occurred on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofPre-IPO Commitment Termination Date.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsDocuments attaching the certificate of incorporation, certified by the Secretary of State of the State of Delaware, the bylaws and resolutions of the board of directors approving the transactions contemplated hereby, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) to the extent required under Section 6.11, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) to the extent required under Section 6.11, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto;; and (n) evidence satisfactory to Collateral Agent a payoff letter from General Electric Capital Corporation in respect of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; andExisting Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, if any, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries, if any, as required pursuant to Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blankreserved; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries Subsidiaries, if any, certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ ’, if any, jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary Subsidiary, if any, is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries, if any; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary Subsidiary, if any, that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) subject to the terms of the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’, if any, leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower ▇▇▇▇▇▇▇▇ and each Subsidiary, as applicable; (b) subject to Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) to the certificate(s) extent such Shares are certificated, the certificates for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower ▇▇▇▇▇▇▇▇ and each Subsidiary that is a party to the Loan Documents, relating to the Operating Documents, corporate authorizations and other matters in a form reasonably acceptable to Collateral Agent and the LendersLenders (the “Officer’s Certificate”); (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub ▇▇▇▇▇▇▇▇ dated as of the Effective Date; (lk) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates (as applicable) of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each domestic Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any domestic Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a payoff letter from each Existing Lender in respect of the receipt by Borrower Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of unrestricted net cash proceeds in such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy subordination agreement, duly executed by each holder of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according with a face amount equal to its such Lender’s Term A Loan Commitment PercentageCommitment; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (ec) the Operating Documents of Borrower certified by a Responsible Officer and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, good standing certificates dated as of a date no earlier than thirty (30) days prior to the Effective DateDate to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (e) copies of duly executed signatures to the completed Borrowing Resolutions for Borrower, certified by a Responsible Officer; (f) the Subordination Agreement duly executed by the holders of Borrower’s convertible notes in favor of the Lenders; (g) a payoff letter from Oxford Finance Corporation evidencing that, upon the payment in full of the obligations owed by Borrower to Oxford Finance Corporation, (i) the Liens securing Indebtedness owed by Borrower to Oxford Finance Corporation will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) the Perfection Certificate executed by Borrower; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s San Diego headquarterscounsel dated as of the Effective Date together with the duly executed original signatures thereto; (k) a duly executed legal opinion copies of counsel to Parent any existing registration rights agreement/investors’ rights agreement or similar agreements and US Sub dated as of the Effective Dateany amendments thereto; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due accrued as specified in Section 2.5 2.4 hereof; and (n) evidence that Borrower shall have received, on or prior to the Effective Date, net cash proceeds of not less than Ten Million Dollars ($10,000,000.00) from the issuance and sale of Borrower’s equity securities or convertible debt securities to existing investors in Borrower.

Conditions Precedent to Initial Credit Extension. Each Agent’s and each Lender’s obligation to make a Term A Loan the initial Credit Extension hereunder is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may have reasonably deem necessary or appropriaterequested, including, without limitation: (a) original duly executed signatures of Borrower to the Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect signatures of Borrower to any Collateral Accounts maintained by Borrower or any of its Subsidiarieseach Warrant; (c) duly executed original Secured Promissory Notes signatures of Borrower to the Control Agreements (including, without limitation, Controls Agreements for accounts of Borrower maintained at SVB); (d) duly executed signature pages of Borrower to each Note in favor of each Lender according to its Term A Loan Commitment Percentage; (d) requesting a Note in connection with the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blankEffective Date; (e) the Operating Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction the State of organization or formation and Michigan each other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each dated as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a duly executed signatures of Borrower to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (g) duly executed signatures of Borrower to the Annual Projections, for the current calendar yearLender Intercreditor Agreement; (h) duly executed original officer’s certificate for signatures of Borrower and each Subsidiary that is to a party payoff letter from SVB with respect to the Loan Documents, in a form acceptable to Collateral Agent and the LendersExisting SVB Obligations; (i) duly executed signatures of Borrower to a Disbursement Letter with respect to the initial Credit Extensions hereunder; (j) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall or any Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionExtension hereunder, will be terminated or released; (jk) duly executed signatures of Borrower to the Perfection Certificate; (l) [reserved]; (m) [reserved]; (n) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion(s) of Borrower’s San Diego headquarters; (kcounsel(s) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed signature thereto; (lo) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; effect (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement including certificates on ▇▇▇▇▇ 25 and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017▇▇▇▇▇ 28 forms); and (op) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) the financial statements referenced in Section 6.2(a)(i) for the month ending July 31, 2014; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) evidence satisfactory to Collateral Agent a payoff letter from Lighthouse Capital Partners in respect of the receipt by Borrower Existing Indebtedness that shall evidence Lighthouse Capital Partners’ agreement that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of unrestricted net cash proceeds in such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its domestic U.S. Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Revolving Line Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each domestic U.S. Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any domestic U.S. Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a payoff letter from Silicon Valley Bank in respect of the receipt by Borrower Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of unrestricted net cash proceeds in such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of each L/C Issuer and each Lender to make a Term A Loan its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Collateral Agent following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date and in the case of financial statements, the date or period of such financial statements) and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral the Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company; (ii) if so requested at least three Business Days prior to the Closing Date, Swing Line Notes executed by each Borrower in favor of the Swing Line Lender and a Committed Loan Note executed by each Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each of the Company, PMCULC and each Designated Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (v) favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for the Company and PMCULC, Shearman & Sterling, LLP, special New York counsel to the Company and PMCULC, and ▇▇▇ ▇▇▇▇▇▇, special Canadian counsel to PMCULC, in each case addressed to the Administrative Agent and each Lender; (vi) the Audited Financial Statements; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) the current Debt Ratings, and (D) the Company’s true and correct U.S. taxpayer identification number and PMCULC’s true and correct Canadian corporate access number; (viii) confirmation from the administrative agent under the Existing Credit Agreement that the Existing Credit Agreement has been replaced hereby; and (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and completion approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of such the Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (i) No Default shall have occurred and be continuing as of the Closing Date, or would immediately result from the closing of the transactions hereunder and under the other mattersLoan Documents and (ii) there shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (d) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as Collateral agreed in writing by the Company, required to be paid on or before the Closing Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. (i) Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Company shall have provided to such Lender, and each such Lender may shall be reasonably deem necessary or appropriatesatisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation: (a) original Loan Documents, the PATRIOT Act, in each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) least three days prior to the Effective Date; Closing Date and (fii) any Loan Party that qualifies as a completed Perfection Certificate for Borrower and “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Without limiting the generality of its Subsidiaries; (g) the Annual Projectionsprovisions of the last paragraph of Section 9.03, for purposes of determining compliance with the current calendar year; (h) duly executed original officer’s certificate for Borrower and conditions specified in this Section 4.01, each Subsidiary Lender that is has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a party to Lender unless the Loan Documents, in a form acceptable to Collateral Administrative Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days shall have received notice from such Lender prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent proposed Closing Date specifying its objection thereto and the Lenders that Administrative Agent hereby agrees to promptly provide the insurance policies required by Section 6.5 hereof are in full force and effect, together Company with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of such notice received by the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofAdministrative Agent.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according with a face amount equal to its such Lender’s Term A Loan Commitment PercentageCommitment; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (ec) the Operating Documents of Borrower certified by a Responsible Officer and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, good standing certificates dated as of a date no earlier than thirty (30) days prior to the Effective DateDate to the effect that Borrower is qualified to transact business in the State of Delaware and the Commonwealth of Pennsylvania; (e) copies of duly executed signatures to the completed Borrowing Resolutions for Borrower, certified by a Responsible Officer; (f) a payoff letter from Midcap Funding III, LLC evidencing that, upon the payment in full of the obligations owed by Borrower to Midcap Funding III, LLC and certain other lenders, (i) the Liens securing Indebtedness owed by Borrower to such lenders will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) the Perfection Certificate executed by Borrower; (i) a partially executed landlord’s consent executed in favor of Collateral Agent in respect of all of for Borrower’s San Diego headquarterslocation at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (j) Control Agreements with PNC Bank, N.A., BNY Mellon, and Silicon Valley Bank; (k) a duly executed legal opinion of Borrower’s counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed original signatures thereto; (l) copies of any existing registration rights agreement/investors’ rights agreement or similar agreements and any amendments thereto; (m) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due accrued as specified in Section 2.5 2.4 hereof; and (o) evidence that Borrower shall have received, on or prior to the Effective Date, net cash proceeds of not less than Twenty Five Million Dollars ($25,000,000.00) from the issuance and sale of Borrower’s equity securities to existing investors in Borrower; and Agent acknowledges such evidence has been received prior to the date hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have receivedreceived (or shall have waived in writing their right to receive or to consent to), in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by Documents to which Borrower and each Subsidiary, as applicableor any of its Subsidiaries is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) if requested by any Lender, a Note or Notes (as the case may be), duly executed original Secured Promissory Notes by Borrower in favor of each such Lender according to its evidencing such Lender’s Commitment Percentage of the Term A Loan Commitment PercentageLoan; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and each of its Domestic Subsidiaries and good standing certificates of Borrower and each of its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Domestic Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary or any of its Domestic Subsidiaries is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party as Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a completed Perfection Certificate for Borrower and each of its SubsidiariesResponsible Officer in connection with the Loan Documents to which such Loan Party is a party; (g) a certificate signed by a Responsible Officer of each Loan Party: (A) either: (1) attaching copies of all consents, licenses and approvals required in connection with the Annual Projectionsexecution, for delivery and performance by such Loan Party and the current calendar yearvalidity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect; or (2) stating that no such consents, licenses or approvals are so required; and (B) certifying that there has been no event or circumstance since September 30, 2012 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (h) duly executed original officerif requested by Agent, evidence that each Loan Party has complied with all state and federal environmental statutes, rules and regulations, including any environmental audits, for all of such Loan Party’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lendersleased or owned real property; (i) certified copies, dated as of date no earlier than thirty (30) days at least five Business Days prior to the Effective Datedate hereof, of financing statement searchesall documentation and other information required by regulatory authorities under “know your customer” and anti-money laundering rules and regulations, as Collateral Agent including, without limitation, the Act shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or releasedsupplied to Agent and Lenders; (j) a landlord’s consent executed in favor of Collateral Agent in with respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as the Mortgaged Property that is the subject of the Effective Date; (l) evidence satisfactory Leasehold Deed of Trust, in addition to Collateral Agent and the Lenders that the insurance policies Leasehold Deed of Trust, if required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit evidence that counterparts of the Lenders; Leasehold Deed of Trust have been either (mA) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and duly recorded on or before the July 21Effective Date or (B) duly executed, 2017; and (o) payment acknowledged and delivered in form suitable for filing or recording in all filing or recording offices that Agent may deem reasonably necessary or in its reasonable judgment desirable in order to create a valid first and subsisting Lien on Borrower’s leasehold interest in the Mortgaged Property described therein in favor of the Agent and that all filing and recording taxes and fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.have been paid by Borrower;

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a copy of the receipt by Borrower executed ▇▇▇ ▇▇▇▇▇ Transaction Documents; (o) a payoff letter from Silicon Valley Bank in respect of unrestricted net cash proceeds in the aggregate amount Existing Indebtedness; (p) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of Ten Million Dollars ($10,000,000.00) such Liens, including without limitation any financing statements and/or control agreements, have or more from will, concurrently with the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothereto (receipt of which hereby is acknowledged); (n) evidence satisfactory to Collateral Agent a payoff letter from Square 1 Bank in respect of the receipt Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (p) a subordination agreement, duly executed by Borrower each holder of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (ei) the Operating Documents of Ibotta and a long-form good standing certificates certificate of Borrower Ibotta certified by the Secretary of State of the State of Delaware and its Subsidiaries (ii) a good standing/foreign qualification certificate of Ibotta certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s each of Colorado and such Subsidiaries’ jurisdiction of organization or formation and New York, in each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) 30 days prior to the Effective Date; (fc) (i) the Operating Documents of Ibotta Colorado and a long-form good standing certificate of Ibotta Colorado certified by the Secretary of State of the State of Colorado and (ii) a completed Perfection Certificate for Borrower and good standing/foreign qualification certificate of Ibotta Colorado certified by the Secretary of State (or equivalent agency) of each state in which Ibotta Colorado is qualified to do business, in each case as of its Subsidiariesa date no earlier than 30 days prior to the Effective Date; (gd) the Annual Projections, for the current calendar yearcertificate duly executed by a Responsible Officer or secretary of each Borrower with respect to such Borrower’s (i) Operating Documents and (ii) Borrowing Resolutions; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ie) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of searches for financing statement searches, as Collateral Agent shall requestfiled in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jf) a landlord’s consent duly executed in favor Perfection Certificate of Collateral Agent in respect of all of each Borrower’s San Diego headquarters; (kg) Intellectual Property search results and completed exhibits to the IP Agreement; (h) a duly executed legal opinion (authority and enforceability) of ▇▇▇▇▇▇▇▇’s counsel with respect to Parent and US Sub ▇▇▇▇▇▇ dated as of the Effective Date; (li) evidence satisfactory with respect to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effectInitial Advance, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; a completed Borrowing Base Statement (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory schedules related thereto and including any other information reasonably requested by Bank with respect to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Accounts); and (oj) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 1.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries, other than with respect to the State Street Control Agreement and CAG Control Agreement pursuant to Section 3.3; (c) duly executed original Secured Promissory Notes in favor of each Lender Oxford according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000); (l) a subordination agreement, duly executed by each holder of Subordinated Debt; (m) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; (n) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000); (o) a subordination agreement, duly executed by each holder of Subordinated Debt; (p) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lq) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mr) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (os) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank[Reserved]; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) to the extent requested by the Lenders, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) evidence satisfactory to Collateral Agent a copy of the receipt Celgene Negative Pledge and Amendment Agreement; (p) a subordination agreement, duly executed by Borrower each holder of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its domestic Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) a payoff letter from Oxford Finance LLC, in its capacity as collateral agent in respect of the Existing Indebtedness; (m) evidence that (i) the Liens securing the Existing Indebtedness and (ii) the documents and/or filings evidencing the perfection of such Liens (except to the extent Collateral Agent agrees that such filings or documents are to remain in place after the Effective Date), including without limitation any financing statements and/or control agreements, in each case, have or will, prior to or concurrently with the initial Credit Extension, be terminated; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesas required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the SharesShares of ConforMIS Europe and ConforMIS UK, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual ProjectionsBorrower’s annual financial projections (including an operating budget) for the fiscal year 2017 as presented to Borrower’s Board of Directors, which such annual financial projections and budget shall be set forth in a month-by-month format for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, relating to Operating Documents, corporate authorizations and other matters, in a form reasonably acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters(i) ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Bedford, MA 01730 and (ii) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral (other than Transitory Collateral) having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) UCC-3 termination statements or other evidence satisfactory to Collateral Agent with respect to Borrower’s capital lease obligations owing to Massachusetts Development Finance Agency (the “Mass Development Debt”) (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6.6 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officerSecretary’s certificate Corporate Borrowing Certificate, together with all necessary shareholder consents, for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) [Reserved]; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters[Reserved]; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) a payoff letter from SVB in respect of the Existing Indebtedness; (o) evidence satisfactory to Collateral Agent the Lenders in their sole discretion that the Equity Event has occurred; (p) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy evidence satisfactory to Lenders that limited partner interests in Inhibrx, LP of any applicable Registration Rights Agreement or Investors’ Rights Agreement such class and any amendments theretoin such quantity as are satisfactory to Lenders, have been issued to Lenders and/or their designees; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesas required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, relating to Operating Documents, corporate authorizations and other matters, in a form reasonably acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters(i) ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Bedford, MA 01730 and (ii) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral (other than Transitory Collateral) having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6.6 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) the Warrants; (c) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (cd) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (de) the certificate(s) for the SharesShares (excluding any Shares of Selecta Russia), together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (ef) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fg) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gh) the Annual Projections, for the current calendar year; (hi) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) current financial statements, company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Collateral Agent may reasonably request; (l) a current Compliance Certificate; (m) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (kn) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (o) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lp) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mq) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (or) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderAgent, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original signatures to the Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesWachovia Bank and Capital Advisors Group/State Street Bank (collectively, the “Borrower’s Account Banks”); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in amounts not to exceed the Term A Loan Commitment PercentageLoans; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each good standing certificates certified by the Secretary of its Subsidiaries; (g) State of the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated State of New Jersey as of a date no earlier than thirty (30) days prior to the Effective DateDate to the effect that Borrower is qualified to transact business in such State; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jh) a landlord’s consent executed in favor of Collateral Agent in respect of all each of Borrower’s San Diego headquartersfacilities located in South Plainfield, New Jersey; (ki) a duly bailee’s consent executed in favor of Collateral Agent in respect of Borrower’s property located in the facilities of Borrower’s vendor, ▇▇▇▇▇▇ International, in ▇▇▇▇▇▇▇▇ County, Cincinnati, Ohio; (j) a legal opinion of Borrower’s counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed original signatures thereto; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (ol) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts Accounts, other than Excluded Accounts, maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) [reserved]; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters[reserved]; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees (if any) and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) subject to the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) subject to the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (m) a payoff letter from Bank and Collateral Agent, in respect of the Existing Indebtedness; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts (other than the ▇▇ ▇▇▇▇▇▇ Accounts) maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable, that is a Loan Party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries that are Loan Parties; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries that are Loan Parties certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Loan Party’s headquarter locations and each additional location, other than contract manufacturers and clinical sites which hold non-commercial inventory with assets having a book value of less than [*]; (kj) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (ol) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000.00), including but not limited to a bailee waiver in favor of Collateral Agent with respect to all equipment, inventory and other Collateral maintained by the Borrower with Corium International, Inc. at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s 's obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderLenders, such documents, and completion of such other matters, as Collateral Agent and each Lender Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original signatures to a Control Agreements Agreement with SVB with respect to the Designated Deposit Account and any other account(s) maintained by Borrower at SVB; (c) duly executed original signatures to a Control Agreement with Royal Bank of Canada with respect to any Collateral Accounts account(s) maintained by Borrower or any at Royal Bank of its SubsidiariesCanada; (cd) duly executed original Secured Promissory Notes in favor of each Lender according to its Commitment Percentage in an aggregate amount not to exceed the Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blankCommitments; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries Tranzyme certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub State of Delaware and (i) a good standing certificate certified as true copies by the Secretary of State of the originals State of Delaware and (ii) a certificate of authorization issued by a Cayman Islands attorney at law) the Secretary of State of the State of North Carolina, each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower Operating Documents of Tranzyme-Canada and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) a certificate of compliance of in respect of Tranzyme-Canada certified copies, dated by Industry Canada as of a date no earlier than thirty (30) days prior to the Effective DateDate and (ii) a certificate of attestation issued by the Registraire des Entreprises for the Province of Quebec in respect of Tranzyme-Canada; (g) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (h) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC Code or PPSA termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s 's consent executed in favor of Collateral Agent Agent, for the ratable benefit of the Lenders, in respect of all Borrower's facilities located in Durham, North Carolina and Sherbrooke, Quebec; (j) a payoff letter from Oxford and SVB in respect of Borrower’s San Diego headquartersthe Existing Oxford and SVB Indebtedness; (k) a duly executed legal opinion Evidence of counsel to Parent and US Sub dated as receipt by Borrower from 100% of the Effective Dateholders of Borrower's Subordinated Convertible Promissory Notes of legally binding elections to convert 100% of such Subordinated Convertible Promissory Notes to equity securities of Borrower effective September 30, 2010; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ ' Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiaryof its Subsidiaries that is a party thereto, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesthe US Sub; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) other than in relation to the Shares subject to a floating charge, the certificate(s) (if any) for the Shares, together with Assignment(s) Separate stock transfer form separate from Certificate, or in the case of the Shares of the Cayman Sub, share transferssuch certificate(s), duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries US Sub certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of BorrowerUS Sub’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) the Operating Documents of the Borrowers (other than the US Sub) entering into the Loan Documents; (g) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gh) the Annual Projections, for the current calendar year; (hi) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, or, in the case of the Parent, a search of Companies House, and in the case of the Irish Sub, the Irish Companies Office, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of all each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Borrower’s San Diego headquartersTwo Hundred Fifty Thousand Dollars ($250,000.00); (kl) [Reserved]; (m) a duly executed legal opinion of U.S. counsel to Parent and US Sub dated as of the Effective Date; (ln) a duly executed legal opinion of English counsel to Collateral Agent dated as of the Effective Date; (o) a duly executed legal opinion of Scottish counsel to Collateral Agent dated as of the Effective Date; (p) the IP Agreement; (q) the English Security Agreement, together with signed copies of all notices required under the English Security Agreement; (r) the Irish Security Agreement, together with signed copies of all notices required under the Irish Security Agreement; (s) the Irish Share Pledge together with all deliverables provided by the terms of same to be provided on the Effective Date; (t) the Scottish Security Agreements, together with signed copies of all (if any) notices required under each Scottish Security Agreement; (u) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mv) a copy of any applicable Registration Rights Agreement a resolution of the board of directors (or Investors’ Rights Agreement a duly appointed committee) of the Parent and any amendments theretothe Irish Sub: (i) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (nii) evidence satisfactory authorizing a specified person or persons to Collateral Agent execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including any Disbursement Letter) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (w) a specimen of the receipt signature of each person authorized by Borrower of unrestricted net cash proceeds the resolution referred to in paragraph (q) above in relation to the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 Loan Documents and on or before the July 21, 2017; andrelated documents who will be signing Loan Documents; (ox) a director’s certificate of the Parent (and the Irish Sub) (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Term Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on Borrower to be exceeded; (y) a certified copy of the group structure chart; (z) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof. (aa) a copy of the shareholder written resolutions of the Scottish Sub (approving the transaction and approving amendments to articles in such form as required by the Collateral Agent) (bb) a copy of a resolution of the board of directors (or a duly appointed committee) of the Scottish Sub: (i) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; (iii) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including any Disbursement Letter) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; (cc) a specimen of the signature of each person authorized by the resolution referred to in paragraph (q) above in relation to the Loan Documents and related documents who will be signing Loan Documents; (dd) a director’s certificate of the Scottish Sub (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Term Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on Borrower to be exceeded.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) a. original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) b. duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) c. duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) d. the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) e. a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) f. the Annual Projections, for the current calendar year; (h) g. duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form reasonably acceptable to Collateral Agent and the Lenders; (i) h. certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) i. a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations other than with respect to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; j. a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Thousand Dollars (k) $200,000.00); k. a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) l. evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) m. a copy payoff letter from TD Bank in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; n. evidence that (ni) evidence satisfactory to Collateral Agent the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 be terminated; o. intentionally omitted; and on or before the July 21, 2017; and (o) p. payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment PercentageLender; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 6.6 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documentsestablishment of the Blocked Account, each duly executed by and evidence that Borrower and each Subsidiary, as applicablehas directed its Account Debtors to remit all payments with respect to the Accounts to the Blocked Account; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesthe Loan Documents; (c) duly executed original Secured Promissory Notes in favor Second Loan Modification Agreement with respect to that certain Loan and Security Agreement (Working Capital Line of each Lender according to its Term A Loan Commitment PercentageCredit) between Bank and Parent dated as of October 14, 2010; (d) the certificate(s) for the SharesAmendment No.1 to Warrant to Purchase Stock with respect to Parent, together with Assignment(s) Separate from Certificate, or in the case a capitalization table of the Shares Parent and copies of the Cayman Sub, share transfers, duly executed in blankParent’s equity documents; (e) written consent of MidCap Funding III, LLC with respect to the Loan Documents and the making of Credit Extensions; (f) the SVB Control Agreement and any other Control Agreement(s) required by Bank for Parent; (g) a certificate of the secretary of Borrower with respect to Borrower’s certificate of incorporation, memorandum and articles of association, register of charges, specimen signatures and board minutes authorizing the execution and delivery of this Agreement, the Debenture and any other Loan Documents to which it is a party; (h) Parent’s Operating Documents and a long form good standing certificates certificate of Borrower and its Subsidiaries Parent certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (fi) a completed Perfection Certificate for Borrower certificate of the secretary of Parent with respect to Parent’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthe Parent Guaranty, the Parent Security Agreement and the other Loan Documents to which it is a party; (gj) a copy of (i) the Annual Projectionspartnership agreement, for as amended, of AS C.V. and (ii) the current calendar yearDeed of Incorporation and Articles of Association of Alimera Sciences B.V.; (hk) duly executed original officer’s a certificate for Borrower of the managers/members of Alimera Sciences (DE), LLC with respect to its Operating Documents, incumbency, specimen signatures and each Subsidiary that resolutions authorizing the execution and delivery of the Deed of Disclosed Pledge of Receivables and the other Loan Documents to which it is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lendersas general partner of AS C.V.; (il) Alimera Sciences (DE), LLC’s Operating Documents and a long form good standing certificate of Alimera Sciences (DE), LLC certified copies, dated by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (m) the completed and executed Borrowing Resolutions for Borrower; (n) the fully-executed Deed of Disclosed Pledge of Receivables (together with copies of all notices required to be sent under the Deed of Disclosed Pledge of Receivables executed by AS C.V. and Alimera Sciences B.V., duly acknowledged); (o) a payoff letter from MidCap Funding III, LLC; (p) evidence that (i) the Liens securing Indebtedness owed by Parent to MidCap Funding III, LLC will be terminated and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements (including, without limitation, that certain UCC financing statement no. 20103579426), filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office, intellectual property security agreements and control agreements, have or will, concurrently with the Term Loan, be terminated. (q) certified copies, dated as of a recent date, of financing statement and other lien filing searches and UK Companies Registry searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements or other filings either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jr) a landlord’s consent executed in favor of Collateral Agent in respect of all the Perfection Certificates of Borrower’s San Diego headquarters; (k) a , Parent, AS C.V., and Alimera Sciences B.V. together with the duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments original signatures thereto; (ns) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; andintentionally omitted; (ot) intentionally omitted; (u) a legal opinion of Bank’s UK counsel in respect of Borrower (authority/enforceability), in form and substance acceptable to Bank; (v) a legal opinion of Parent’s counsel in respect of Parent (as to authority), in form and substance acceptable to Bank; (w) intentionally omitted; (x) intentionally omitted; (y) the Parent IP Agreement, together with the completed exhibits thereto; (z) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof2.10 of this Agreement; and (aa) Certificates of Good Standing/Foreign Qualification (Georgia, and others, as applicable) for Parent.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, including notices required under the Dutch Security Documents and the German Security Documents, each duly executed by Borrower and each SubsidiaryBorrower, as applicable; (b) subject to the Post Closing Letter, a duly executed original Control Agreements Agreement with respect to any Collateral Accounts Account maintained in the US by Borrower or any of its SubsidiariesSubsidiaries which require a Control Agreement pursuant to Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and good standing certificates of the US Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of such Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which such Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a copy of a resolution of the board of directors of each of Parent and Centosafe: (i) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (ii) authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party; and (f) in respect of each of the Parent and Centosafe: (i) a copy of a resolution of its board of supervisory directors approving its execution and the terms of, and the transactions contemplated by, the Loan Documents to which it is a party; (ii) if required by law or its Constitutional Documents, a copy of a resolution of its general meeting of shareholders approving its execution and the terms of, and the transactions contemplated by, the Loan Documents to which it is a party; and (iii) if it is required by law or any arrangement binding on it to obtain works council advice in respect of its or any other person's entry into the Loan Documents, a copy of a positive advice from its (central) works council (and, if such advice is not unconditional, confirmation from the Parent or Centosafe, as applicable, that (i) the conditions set by the works council are and will be complied with and (ii) such compliance does and will not have a Material Adverse Effect); (g) the Operating Documents of each Subsidiary of Borrower that is not a borrower hereunder; (h) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gi) the Annual Projections, for the current calendar year; (hj) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lendersforms attached hereto; (ik) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jl) subject to the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations (in relation to the German Borrower, if and to the extent assets located in such locations are Collateral); (km) subject to the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (n) a duly executed legal opinion of U.S. counsel to Parent and US Sub Borrower dated as of the Effective DateDate in respect of customary U.S. law matters; (lo) a duly executed legal opinion of Dutch counsel to Borrower dated as of the Effective Date in respect of customary Dutch law matters; (p) a duly executed validity and enforceability legal opinion of German counsel to Collateral Agent and Lenders dated as of the Effective Date in respect of customary German law matters; (q) a duly executed capacity legal opinion of German counsel to Borrower dated as of the Effective Date in respect of customary German law matters; (r) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof and the German Security Documents are in full force and effect, in respect of insurance policies taken out in the US, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ms) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower Parent on the Effective Date of unrestricted net cash proceeds in the aggregate amount of Ten not less than Fifteen Million Dollars Euros ($10,000,000.00€15,000,000.00) or more from the issuance and sale of BorrowerParent’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017equity securities; and (ot) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan on the Effective Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such the following documents, and completion of such other the following matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) subject to the terms of the Post Closing Letter, duly executed original Control Agreements Agreements, each duly executed by each Borrower, as applicable, with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) subject to the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case terms of the Shares of the Cayman SubPost Closing Letter, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of such Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which each Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a the form acceptable to Collateral Agent and the Lendersattached hereto as Exhibit E; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the active Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) subject to the terms of the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (j) subject to the terms of the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Seven Hundred Fifty Thousand Dollars ($750,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) subject to the terms of the Post-Closing Letter, evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy payoff letter from Oxford Finance LLC, as collateral agent and lender, and Silicon Valley Bank, as lender, in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (n) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiary’s leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretoIntentionally Left Blank; (no) evidence satisfactory to Collateral Agent that Borrower has completed its acquisition of exclusive U.S. rights to Abstral tablets and related assets from Orexo AB, a public limited company organized and existing under the receipt by Borrower laws of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Sweden; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable, that is a Loan Party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries that are Loan Parties; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries that are Loan Parties certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Loan Party’s headquarter locations and each additional location, other than contract manufacturers and clinical sites which hold non-commercial inventory with assets having a book value of less than [*]; (j) a payoff letter from Oxford in respect of the Existing Indebtedness; (k) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableoriginal signatures to this Agreement; (b) duly executed original signatures to the Warrants; (c) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries (Collateral Agent acknowledges receipt of the SVB Account Control Agreement and the State Street/CAG Deposit Account Control Agreement prior to the date hereof); (cd) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a duly executed original landlord’s consent executed in favor of Collateral Agent in respect of all of for the Borrower’s San Diego headquartersoffice located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ by the landlord thereof, executed by each party thereto (Collateral Agent acknowledges receipt of such landlord’s consent prior to the date hereof); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations (provided, however, for the avoidance of doubt, no landlord consent shall be required for Borrower’s location in El ▇▇▇▇▇, New Mexico on the Effective Date, and no bailee waiver shall be required for property at Lonza in Houston, Texas on the Effective Date); provided, however, the aggregate book value of the assets maintained at each such location does not exceed $250,000.00; (kj) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and Agreement, along with any amendments thereto; (nm) evidence satisfactory to Collateral Agent a subordination agreement, duly executed by each holder of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable, that is a Loan Party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries that are Loan Parties; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Loan Party’s headquarter locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:completion (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations at La Jolla, CA and Cambridge, MA; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrower and Guarantor shall have delivered duly executed by Borrower original signatures to the Loan Documents to which it is a party, including this Agreement, the Guaranty, the Guarantor Security Agreement, the IP Security Agreement, the Intercompany Subordination Agreement, and each Subsidiary, as applicableone or more Control Agreements relative to all Collateral Accounts maintained with any affiliate of Bank; (b) Borrower and Guarantor shall have delivered duly executed original signatures to one or more Control Agreements with respect relative to any all Collateral Accounts maintained by Borrower with any institution (other than Bank or any affiliate of its SubsidiariesBank), except to the extent expressly not required under Section 6.8(b); (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered: (i) its Term A Loan Commitment Percentage; Operating Documents; and (dii) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates with respect to Borrower issued by the applicable Secretary of State -- and, if separate, the state tax authority -- of the jurisdiction of organization of Borrower and its Subsidiaries certified by the applicable Secretary of State -- and, if separate, the state tax authority of the jurisdictions (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ other than the applicable jurisdiction of organization or formation and each jurisdiction of Borrower) in which Borrower and Borrower’s failure to be duly qualified or licensed would constitute a Material Adverse Change, in each Subsidiary is qualified to conduct businesscase, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; Guarantor shall have delivered: (i) certified copiesits Operating Documents; and (ii) good standing certificates with respect to Guarantor issued by the applicable Secretary of State -- and, dated if separate, the state tax authority -- of the jurisdiction of organization of Guarantor and the applicable Secretary of State -- and, if separate, the state tax authority of the jurisdictions (other than the applicable jurisdiction of organization of Guarantor) in which Guarantor’s failure to be duly qualified or licensed would constitute a “Material Adverse Change” (as such term is defined in the Guarantor Security Agreement), in each case, as of a date no earlier than thirty (30) days prior to the Effective Date; (e) Borrower shall have delivered duly executed original signatures to the completed Borrowing Resolutions for Borrower; (f) Guarantor shall have delivered duly executed original signature(s) to the completed certified resolutions & incumbency certificate of Guarantor; (g) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto; (h) Borrower shall have delivered evidence reasonably satisfactory to Bank that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (i) with respect to Borrower and each Guarantor, Bank shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, reflecting Bank’s financing statements filed of record with respect to Bank’s Liens, and accompanied by written evidence (including any UCC termination statements) that the Liens (other than the Bank’s Liens) indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released. Without limiting the generality of the foregoing, Bank shall receive either (1) evidence (satisfactory to Bank) of the due termination of record of, or (2) written authorization by the secured party to terminate of record, all financing statements filed against Borrower or Guarantor in favor of ▇▇▇▇▇ Fargo, including (a) that certain UCC-1 financing statement, listing Borrower as debtor and ▇▇▇▇▇ Fargo as secured party, filed with the Delaware Secretary of State on 5/15/2003 as File No. 31254302, and (b) that certain UCC-1 financing statement, listing Netlist Technology Texas LP as debtor and ▇▇▇▇▇ Fargo as secured party, filed with the Texas Secretary of State on 1/02/2004 as File No. 04-0052779165; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as the completion of the Effective Date; (l) evidence Initial Audit with results satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are Bank in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017its good faith business judgment; and (ok) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each LenderBank’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or Bank shall have received, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original the Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original the SVB Control Agreement and any other Control Agreements with respect to any Collateral Accounts maintained required by Borrower or any of its SubsidiariesBank; (c) duly executed original Secured Promissory Notes in favor Operating Documents of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents Borrower and a long form good standing certificates certificate of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; (d) a secretary’s corporate borrowing certificate of InsPro Corp with respect to InsPro Corp’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (e) a limited liability company borrowing certificate of InsPro LLC with respect to InsPro LLC’s Operating Documents, incumbency, specimen signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party; (f) a completed Perfection Certificate for Borrower limited partnership borrowing certificate of Atiam with respect to Atiam’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (g) the Annual Projections, completed and executed Borrowing Resolutions for the current calendar yeareach Borrower; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent the Perfection Certificate of each Borrower, together with the duly executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersoriginal signature thereto; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (lj) evidence satisfactory to Collateral Agent and the Lenders Bank that the insurance policies required by Section 6.5 hereof 6.4 of this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or and additional insured clauses or and cancellation notice to Bank (including certificates on ▇▇▇▇▇ 25 and ▇▇▇▇▇ 28 forms and endorsements in favor of Collateral Agent, for to the ratable benefit of policies reflecting the Lenderssame); (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (ok) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 hereof.2.10 of this Agreement; and

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar yearfiscal year ending December 31, 2012; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000); (k) the Post Closing Letter; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; (p) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower the Convertible Debt Agreement and each Subsidiary, as applicable; satisfaction of all conditions precedent thereto; (b) duly executed original Control Agreements with respect signatures to any Collateral Accounts maintained by Borrower or any of its Subsidiariesthe Loan Documents; (c) duly executed original Secured Promissory Notes in favor of each Lender according signatures to its Term A Loan Commitment Percentagethe Australian Mortgage Debenture; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blankoriginal signatures to any Control Agreement required by Lender; (e) the Operating Documents and long-form good standing certificates of each Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of such Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which such Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen signatures and each resolutions authorizing the execution and delivery of its Subsidiariesthis Agreement and the other Loan Documents to which it is a party; (g) duly executed original signatures to the Annual Projections, completed Borrowing Resolutions for each Borrower (other than the current calendar yearAustralian Borrower); (h) a duly executed original officer’s verification certificate for Borrower of the Australian Borrower, to which a copy of its certificate of registration, constitution and each Subsidiary that an extract of minutes of meeting of the directors authorizing the execution and delivery of this Agreement and any other Loan Documents to which it is a party to the Loan Documentsparty, in a form acceptable to Collateral Agent and the Lendersis annexed; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement and other Lien searches, as Collateral Agent shall Lender may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements therein either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent the Perfection Certificate of each Borrower, together with the duly executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersoriginal signature thereto; (k) Intellectual Property search results and completed exhibits to the IP Agreement; (l) a duly executed legal opinion (authority and enforceability) of Borrower’s United States counsel with respect to Parent Delaware Borrower and US Sub Texas Borrower and enforceability of this Agreement in respect of Australian Borrower, in form and substance satisfactory to Lender, dated as of the Effective DateDate together with the duly executed original signature thereto, (m) a legal opinion of Lender’s Australian counsel in respect of Australian Borrower (authority/enforceability) of the Australian Mortgage Debenture, in form and substance satisfactory to Lender; (ln) evidence satisfactory to Collateral Agent Lender that all filings required to have been made pursuant to this Agreement, the Australian Mortgage Debenture and the Lenders other Loan Documents have been made to secure a first-ranking Lien in favor of Lender on the Collateral and the collateral described in such documents, and all other actions required to have been taken by Borrower or any other party prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall have been obtained prior to the initial Credit Extension, all in accordance with the terms of this Agreement, the Australian Mortgage Debenture and the other Loan Documents; (o) duly executed original signatures to the Warrant, together with a capitalization table of Borrower; (p) evidence satisfactory to Lender that the insurance policies and endorsements required by Section 6.5 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Lender; and (oq) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by Documents to which Borrower and each Subsidiary, as applicableor any of its Subsidiaries is a party; (b) subject to Section 6.6(a), duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according in the original principal amount equal to its such Lender’s Commitment Percentage of the Term A Loan Commitment PercentageLoan; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ domestic leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral, as of the Effective Date, having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000); (k) a subordination agreement, duly executed by each holder of Subordinated Debt; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s The obligation of the L/C Issuer and each Lender to make a Term A Loan its initial Credit Extension hereunder is subject to satisfaction of the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationfollowing conditions precedent: (a) original Loan DocumentsThe Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) if so requested within three Business Days of the Closing Date, a Note executed by the Borrower in favor of each requesting Lender; (iii) a security agreement (the “Security Agreement”), duly executed by the Borrower, covering Financed Hedged Eligible Inventory, and related Swap Contracts, Petroleum Product sales contracts and Receivables therefrom and proceeds thereof as from time to time specified by the Borrower, together with financing statements that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, recent financing statement searches in the State of Texas that name the Borrower as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that the Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (vi) favorable opinions of ▇▇▇ ▇▇▇▇▇, Esq., General Counsel for the Borrower and PAA, and Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., special Texas and New York counsel to the Borrower and PAA, addressed to the Administrative Agent and each SubsidiaryLender; (vii) the Audited Financial Statements and the Initial Pro Forma Forecasts; (viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) have been satisfied, (B) the Initial Pro Forma Forecasts were prepared in good faith upon assumptions deemed reasonable by the Borrower at the time made, (C) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) the current PAA Debt Ratings, and (E) the Borrower’s true and correct U.S. taxpayer identification number; and (ix) such other assurances, certificates, documents, consents or opinions as applicable;the Administrative Agent may reasonably require. (b) duly executed original Control Agreements All consents, licenses and approvals required in connection with respect the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from the date of the most recent Audited Financial Statements through and including the Closing Date any Collateral Accounts maintained event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes Subsidiaries or against any of their properties or revenues that either individually or in favor of each Lender according the aggregate, could reasonably be expected to its Term A Loan Commitment Percentage;have a Material Adverse Effect. (d) the certificate(s) for the SharesAny fees, together with Assignment(s) Separate from Certificateincluding any arrangement fees, or in the case agency fees and upfront fees, and any expenses of the Shares of Arrangers and Administrative Agent, in each case, as agreed in writing by the Cayman SubBorrower, share transfers, duly executed in blank;required to be paid on or before the Closing Date shall have been paid. (e) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by Administrative Agent to the Secretary of State (extent invoiced prior to or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in on the case Closing Date. Without limiting the generality of the Cayman Sub certified as true copies provisions of the originals last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of proposed Closing Date specifying its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent objection thereto and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior Administrative Agent hereby agrees to promptly provide the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection Borrower with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of such notice received by the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofAdministrative Agent.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment PercentageLender; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), other than with respect to the following locations: (i) Mayo Foundation for Medical Education and Research, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (ii) Laboratory Corporation of America Holdings, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (k) a report outlining the location of all Vantera machines; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) a payoff letter from Square 1 Bank in respect of the Existing Indebtedness; (p) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy payoff letter from Hercules Technology Growth Capital, Inc. in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (no) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders hereby acknowledge; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof; (n) a subordination agreement, in such form and substance as are satisfactory to Collateral Agent, duly executed by each holder of Subordinated Debt; and (o) receipt by Borrower on or after April 1, 2020, and on or before Effective Date, of unrestricted net cash proceeds of not less than Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00); provided, however, at least Fifteen Million Dollars ($15,000,000.00) of such net cash proceeds must be from the issuance and sale by Borrower of its equity securities or unsecured convertible Subordinated Debt.

Conditions Precedent to Initial Credit Extension. Each Subject to the terms of the Post Closing Letter, each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed the Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (ih) Collateral Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) a subordination agreement from each holder of Subordinated Debt, including but not limited to Wellcome Trust Limited; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (k) a copy of any applicable registration rights agreement or investors’ rights agreement and any amendments thereto; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) except with respect to Sorrento HK, the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar yearyear (receipt of which Collateral Agent hereby acknowledges); (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations if either (i) the assets at such location are valued in excess of Two Hundred Thousand Dollars ($200,000.00) in the aggregate or (ii) Borrower’s Books are maintained at any such location; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy subordination agreement, duly executed by each holder of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original duly executed Loan Documents, each duly executed by Borrower and each Subsidiaryany Subsidiary that is a party thereto, as applicable;; DMS 22024654.13 (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries(other than Excluded Accounts); (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, if any, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfersif any, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, relating to the Operating Documents, corporate authorizations and other matters in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersreserved; (k) reserved; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (on) payment of the fees and Lenders’ Expenses then due and payable as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) Borrower shall have provided the Persons designated by Collateral Agent and the Lenders with access to Borrower’s QuickBooks accounts in accordance with Section 6.2(d); (k) a landlord’s consent bailee waiver executed in favor of Collateral Agent in respect of all each third party bailee where Borrower or any Subsidiary maintains Collateral having a value in excess of Borrower’s San Diego headquartersTwo Hundred Fifty Thousand Dollars ($250,000.00); (kl) a duly executed legal opinion of United States counsel to Parent and US Sub Borrower, dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) evidence satisfactory to Collateral Agent of and the receipt by Borrower of unrestricted net cash proceeds in Lenders that the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017First Tranche Milestone has been achieved; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Revolving Line Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each domestic U.S. Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any domestic U.S. Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesGuarantor to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) duly executed original Warrants in favor of each Lender; (e) duly executed Warrant Letter Agreement; (f) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (eg) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fh) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gi) the Annual Projections, for the current calendar year; (hj) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ik) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jl) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations where Borrower maintains its chief executive office and each other leased location where Borrower maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (km) subject to Section 6.11, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); provided, however, that no such bailee waiver shall be required if the bailee for a given location is Emergent Biosolutions or an Affiliate of Emergent Biosolutions; (n) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lo) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mp) a copy payoff letter from SVB in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (nq) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (or) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each domestic U.S. Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its domestic U.S. Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its domestic U.S. Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such domestic U.S. Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each domestic U.S. Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each domestic U.S. Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lk) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and (l) a payoff letter from PWB in respect of the Existing Indebtedness; (m) a copy evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any applicable Registration Rights Agreement financing statements and/or control agreements, have or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (on) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations if either (i) the assets at such location are valued in excess of Two Hundred Thousand Dollars ($200,000.00) in the aggregate or (ii) Borrower’s Books are maintained at any such location; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy payoff letter from Silicon Valley Bank in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (no) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each LenderAgent, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by original signatures to the Loan Documents to which Borrower and each Subsidiary, as applicableis a party; (b) duly executed original signatures to Control Agreements with respect to any Collateral Accounts maintained by Borrower or any Bank of its SubsidiariesAmerica, Royal Bank of Canada and Capital Advisors Group/State Street; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Zalicus and a good standing certificates certificate of Borrower and its Subsidiaries Zalicus certified by the Secretary of State of the State of Delaware; (or equivalent agency or registered office, as applicablee) good standing certificates for Zalicus certified by the Secretary of Borrower’s State of the States of New Jersey and such Subsidiaries’ jurisdiction Washington and the Commonwealths of organization or formation Massachusetts and Pennsylvania and each jurisdiction other state in which Borrower and each Subsidiary Zalicus is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower the Operating Documents of Zalicus-Canada and good standing certificates of Zalicus-Canada certified by the British Columbia Registrar of Companies and each of its Subsidiaries; (g) the Annual Projectionsjurisdiction in which Zailcus-Canada is registered to conduct business in Canada, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of a date no earlier than thirty (30) days prior to the Effective Date; (g) the Perfection Certificates for Zalicus and Zalicus-Canada; (h) duly executed original signatures to an officer’s certificate for Zalicus, in a form acceptable to Collateral Agent; (i) duly executed original signatures to an officer’s certificate for Zalicus-Canada, in a form acceptable to Collateral Agent; (j) Collateral Agent shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarterslocations at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and 301-2389 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇; (kl) a duly executed copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (m) a legal opinion of Zalicus’ United States counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed original signatures thereto; (ln) a legal opinion of Zalicus-Canada’s Canadian counsel dated as of the Effective Date together with the duly executed original signatures thereto; (o) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by Documents to which Borrower and each Subsidiary, as applicableor any of its Subsidiaries is a party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according in the original principal amount equal to its such Lender’s Commitment Percentage of the Term A Loan Commitment PercentageLoan; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and each of its Domestic Subsidiaries and good standing certificates of Borrower and each of its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Domestic Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary or any of its Domestic Subsidiaries is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed the Perfection Certificate Certificates for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary Loan Party that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) Collateral Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersthe Post Closing Letter; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) a payoff letter from SVB in respect of the Existing Indebtedness; (m) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each The Initial Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each the Initial Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Initial Lender, such documents, and completion of such other matters, as Collateral Agent and each Initial Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each Borrower and Guarantor shall have delivered duly executed by Borrower signatures to the Loan Documents to which it is a party, including this Agreement, the Guaranty, the Guarantor Security Agreement, the IP Security Agreement, the Intercompany Subordination Agreement, and each Subsidiary, as applicablethe Monetization Side Letter; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries[reserved]; (c) duly executed original Secured Promissory Notes in favor of each Lender according to Borrower shall have delivered: (i) its Term A Loan Commitment Percentage; Operating Documents; and (dii) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates with respect to Borrower issued by the applicable Secretary of State — and, if separate, the state tax authority — of the jurisdiction of organization of Borrower and its Subsidiaries certified by the applicable Secretary of State — and, if separate, the state tax authority of the jurisdictions (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ other than the applicable jurisdiction of organization or formation and each jurisdiction of Borrower) in which Borrower and Borrower’s failure to be duly qualified or licensed would constitute a Material Adverse Change, in each Subsidiary is qualified to conduct businesscase, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; Guarantor shall have delivered: (i) certified copiesits Operating Documents; and (ii) good standing certificates with respect to Guarantor issued by the applicable Secretary of State — and, dated if separate, the state tax authority — of the jurisdiction of organization of Guarantor and the applicable Secretary of State — and, if separate, the state tax authority of the jurisdictions (other than the applicable jurisdiction of organization of Guarantor) in which Guarantor’s failure to be duly qualified or licensed would constitute a “Material Adverse Change” (as such term is defined in the Guarantor Security Agreement), in each case, as of a date no earlier than thirty (30) days prior to the Effective Date; (e) Borrower shall have delivered duly executed signatures to the completed Borrowing Resolutions for Borrower; (f) Guarantor shall have delivered duly executed signature(s) to the completed certified resolutions & incumbency certificate of Guarantor; (g) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto; (h) Borrower shall have delivered evidence reasonably satisfactory to Initial Lender that the insurance policies required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Initial Lender; (i) with respect to Borrower and each Guarantor, Initial Lender shall have received certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Initial Lender shall request, reflecting Initial Lender’s financing statements filed of record with respect to Initial Lender’s Liens, and accompanied by written evidence (including any UCC termination statements) that the Liens (other than the Initial Lender’s Liens) indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed the completion of the Initial Audit with results satisfactory to Initial Lender in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersits good faith business judgment; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof; (l) Borrower and SVB shall have amended the SVB Agreement to reduce the maximum amount permitted to be borrowed thereunder to $5,000,000 and substantially concurrently with the funding of the Closing Date Term Loan, the outstanding amount of term loans under the SVB Agreement shall have been repaid in full; (m) Borrower, Guarantor, SVB and Initial Lender shall have entered into the Intercreditor Agreement; (n) Borrower shall have issued to Initial Lender or its Affiliate, Warrants (substantially in the form attached hereto as Exhibit C) for 1,648,351 shares of Warrant Stock (as such term is defined in the Warrant) and having an Exercise Price (as such term is defined in the Warrant) equal to $1.00. (o) Initial Lender shall have received, on behalf of itself and the Lenders, a legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties (A) dated as of the date of this Agreement, (B) addressed to the Initial Lender and (C) covering such matters relating to the Loan Documents, Monetization Side Letter and Warrant Documents, and the execution, delivery and performance of their respective obligations under the Loan Documents, Monetization Side Letter and Warrant Documents, and the initial Credit Extensions hereunder, and matters reasonably related, respectively, thereto, in each case as are customary and reasonable.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableLoan Party; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesand each Loan Party and required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage, as contemplated in Section 2.2(a)(i) hereof; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries each Loan Party certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such SubsidiariesLoan Parties’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary Loan Party is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary Loan Party that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) subject to the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all each of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (j) subject to the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy duly executed legal opinion of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory counsel to Collateral Agent Borrower dated as of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Effective Date; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) subject to Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Domestic Subsidiaries; (c) duly executed original two (2) Amended and Restated Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment PercentageOxford and substantially in the form of Exhibit E attached hereto; (d) the certificate(sfive (5) for the Shares, together with Assignment(s) Separate from Certificate, or new Secured Promissory Notes in the case aggregate principal amount of the Shares Oxford New Term A Loan in favor of Oxford and substantially in the Cayman Sub, share transfers, duly executed in blankform of Exhibit D attached hereto; (e) one new Secured Promissory Note in the aggregate principal amount of the SVB New Term A Loan in favor of SVB and substantially in the form of Exhibit D attached hereto; (f) the Operating Documents of the Borrower and its Subsidiaries and good standing certificates of Borrower and its Domestic Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Domestic Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified (to the extent applicable in the relevant jurisdiction(s) of such Subsidiary) to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fg) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gh) the Annual Projections, for the current calendar year; (hi) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, relating to the Operating Documents, corporate authorizations and other matters in a form reasonably acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Domestic Subsidiaries’ leased locations; (kl) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Domestic Subsidiary maintains Collateral having a book value in excess of Two Hundred WEST\281916571.5 5 Fifty Thousand Dollars ($250,000.00); provided that, Borrower shall not be required to provide bailee waivers with respect to third party bailees in possession of Pre-Clinical and Clinical Trial Supplies; (m) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (ln) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries to the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersheadquarters location and each other leased locations maintaining Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its domestic Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) certificate for the Shares, together with Assignment(s) Assignment Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and its Subsidiaries and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) a payoff letter from SVB in respect of the SVB Existing Indebtedness; (n) evidence that (i) the Liens securing the SVB Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (o) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) subject to the Post Closing Letter, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) subject to the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of consummation of the receipt by Borrower Equity Event; (o) evidence of unrestricted net cash proceeds the transfer to Bank of any amounts in excess of (i) with respect to the aggregate amount of Ten State Street Accounts, Zero Dollars ($0.00) and (ii) with respect to the ▇▇▇▇▇ Fargo Accounts, One Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 20171,000,000.00); and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersan Access Agreement for each leased location or third party location to the extent required pursuant to Section 6.11; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy payoff letter from General Electric Capital Corporation, as Collateral Agent, in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (n) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017; andbe terminated; (o) a subordination agreement, duly executed by each holder of Subordinated Debt; (p) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank[Reserved]; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) subject to the terms of the Post Closing Letter, to the extent requested by the Lenders, a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (k) subject to the terms of the Post Closing Letter, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (no) a payoff letter from Oxford Finance LLC and Silicon Valley Bank in respect of the Existing Indebtedness; (p) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt initial Credit Extension, be terminated; (q) a subordination agreement, duly executed by Borrower each holder of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Subordinated Debt; and (or) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s Bank's obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender Borrower shall consent to or shall have receiveddelivered, in form and substance satisfactory to Collateral Agent and each LenderBank, such documents, and completion of such other matters, as Collateral Agent and each Lender Bank may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed original signatures to the Loan Documents to which it is a party, including a Cross-Corporate Guaranty executed by Borrower and each Subsidiary, as applicableBorrower; (b) duly executed original Control Agreements Parent's Operating Documents and a good standing certificate with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries Parent certified by the Secretary Secretaries of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies State of the originals by a Cayman Islands attorney at law) each Delaware and California as of a date no earlier than thirty (30) days prior to the Effective Date; (fc) Syscan's Operating Documents and a completed Perfection Certificate for Borrower and each good standing certificate with respect to Syscan certified by the Secretary of its Subsidiaries; (g) State of the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated State of California as of a date no earlier than thirty (30) days prior to the Effective Date; (d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (e) a Payment Agreement from Cathay Bank; (f) evidence that (i) the Liens securing Indebtedness owed by Borrower to Cathay Bank will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated. (g) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) the Perfection Certificate(s) executed by Borrower; (i) a landlord's consent executed by Linda A. Filice in favor of Bank; (j) a landlord’s consent Warehouse ▇▇▇▇▇▇▇▇▇▇▇▇▇▇t executed by CTS Advantage Logistics in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersBank; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies and/or endorsements required by pursuant to Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017hereof; and (ol) payment of the fees and Lenders’ Bank Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage and Revolving Line Commitment Percentage; (d) the certificate(s) for the Sharesshares of the UK Subsidiary representing sixty-five percent (65%) of the stock of the UK Subsidiary, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) Share pledge agreement for the Shares of the UK Subsidiary; (f) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fg) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gh) the Annual Projections, Projections of Borrower for the current calendar fiscal year; (hi) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ij) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Dateeach Subsidiaries’ leased locations; (l) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (m) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy duly executed legal opinion of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretocounsel to Borrower dated as of the Effective Date; (no) evidence satisfactory to Collateral Agent a payoff letter from Oxford in respect of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017Existing Indebtedness; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.6 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective DateFunding Date of the Term A Loans; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective DateFunding Date of the Term A Loans, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); provided that this condition shall not apply to active pharmaceutical ingredient, other raw materials, or concomitant medications intended for use in the Borrower’s preclinical or clinical trials; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective DateFunding Date of the Term A Loans; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) subject to Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) to the certificate(s) extent such Shares are certificated, the certificates for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, relating to the Operating Documents, corporate authorizations and other matters in a form reasonably acceptable to Collateral Agent and the LendersLenders (the “Officer’s Certificate”); (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lk) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (ml) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any domestic Collateral Accounts maintained by Borrower or any of its Subsidiariesto the extent required under Section 6.6; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (f) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (g) the Annual Projections, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (k) a bailee waiver executed in favor of Collateral Agent by Integrated Commercialization Services, Inc.; (l) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lm) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mn) a copy payoff letter from Hercules in respect of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretothe Existing Indebtedness; (no) evidence satisfactory to Collateral Agent that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017; andbe terminated; (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes and Warrants in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of (x) Borrower’s headquarters location and (y) all of Borrower’s San Diego headquartersand each Subsidiaries’ other leased locations where Borrower (or such Subsidiary) maintains Collateral (other than any asset held at a contract manufacturing organization or any non-approved product) having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (j) subject to Section 6.11, a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent a payoff letter from SVB in respect of the receipt by Borrower Existing Indebtedness; (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of unrestricted net cash proceeds in such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stockinitial Credit Extension, after June 23, 2017 and on or before the July 21, 2017be terminated; and (op) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (ki) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (lj) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mk) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (ol) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a the initial Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) a duly executed original Control Agreements Agreement with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiariesthe Designated Deposit Account; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment PercentagePercentage in respect of the Term A Loans made by such Lender on the Effective Date; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank[reserved]; (e) Collateral Agent shall have received an Officer’s Certificate, and in the form attached hereto as Annex 2, (A) certifying as to (i) the Operating Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (ii) the resolutions of the governing body of each Loan Party and good standing (iii) the incumbency (including specimen signatures) of the responsible officers of each Loan Party and (B) attaching certificates of Borrower and the good standing, existence or its Subsidiaries certified by the Secretary equivalent of State (or equivalent agency or registered officeeach Loan Party, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each shall be as of a date no earlier than thirty (30) days (or such earlier date as the Collateral Agent may agree in its sole discretion) prior to the Effective Date; (f) a completed duly executed Perfection Certificate for from Borrower (which covers Borrower and each of its Subsidiaries); (g) the Annual Projections, for the current calendar yearfiscal year ending December 31, 2022; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated as of date no earlier than thirty (30) days (or such later date as the Collateral Agent may agree in its sole discretion) prior to the Effective Date, of financing statement searches, as Collateral Agent shall reasonably request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (ki) a duly executed customary legal opinion of counsel to Parent and US Sub Borrower with respect to the Loan Documents, dated as of the Effective Date; (lj) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor certificates of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to insurance policies naming Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 as loss payee and on or before the July 21, 2017additional insured; and (ok) payment of the fees and Lenders’ Expenses then due and payable as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance reasonably satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date no earlier than thirty (30) days prior to the Effective Date; (fe) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gf) the Annual Projections, for the current calendar year; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form reasonably acceptable to Collateral Agent and the Lenders; (ih) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent and Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (i) current financial statements, company prepared consolidated balance sheets, income statements, and statements of cash flows for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Collateral Agent and Lenders may reasonably request; (j) a current Compliance Certificate; (k) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations where either (i) Borrower or such Subsidiary maintains Collateral having a net book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or (ii) Borrower’s Books are located; (kl) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a net book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); (m) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (ln) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments theretoan automatic debit authorization; (np) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017a client marketing authorization; and (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender or Lenders may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original signatures to the Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original signatures to the SVB Control Agreements with respect to Agreement and any Collateral Accounts maintained other Control Agreement(s) required by Borrower or any of its SubsidiariesAgent; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Borrower’s Operating Documents and (i) a long form good standing certificates certificate of Borrower each of Everyday Health and its Subsidiaries Media certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date, and (ii) a long form good standing certificate of MedPage certified as true copies by the Secretary of State of the originals by a Cayman Islands attorney at law) each State of New Jersey as of a date no earlier than thirty (30) days prior to the Effective Date; (fd) a completed Perfection Certificate for certificates of good standing of Borrower and each of its Subsidiaries; (g) the Annual Projectionswith respect to Everyday Health, for New York, New Jersey, California, Massachusetts, Pennsylvania and Ohio; with respect to Media, for New York and California; and with respect to MedPage, for California, District of Columbia, Maryland, New York, Ohio, Pennsylvania and West Virginia), certified by the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (i) certified copies, dated applicable Secretary of State as of a date no earlier than thirty (30) days prior to the Effective Date; (e) a (i) Secretary’s Corporate Borrowing Certificate with completed Borrowing Resolutions for Everyday Health and (ii) Limited Liability Company Borrowing Certificate with completed Borrowing Resolutions for each of Media and MedPage; (f) duly executed original signature page to a payoff letter from ESCALATE CAPITAL PARTNERS SBIC I, L.P.; (g) evidence that (i) the Liens securing Indebtedness owed by Borrower to ESCALATE CAPITAL PARTNERS SBIC I, L.P. will be terminated and (ii) the documents and/or filings evidencing such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (h) certified copies, dated as of a recent date, of financing statement searches, as Collateral Agent or Lenders shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit ExtensionTerm Loan Advance, will be terminated or released; (i) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto; (j) a landlord’s consent executed in favor of Collateral Agent in Agent, for the ratable benefit of Lenders, with respect of all of to Borrower’s San Diego headquarterslocation at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, North Adams, Massachusetts 01247, together with the duly executed original signatures thereto; (k) a bailee’s waiver in favor of Agent, for the ratable benefit of Lenders, from SunGard Availability Services LP with respect to ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, together with the duly executed original signatures thereto; (1) a legal opinion of Borrower’s counsel to Parent and US Sub dated as of the Effective Date, together with the duly executed original signature thereto; (lm) a capitalization table (in connection with the Warrant); (n) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Agent (or endorsements reflecting the same) in favor of Collateral Agent, for the ratable benefit of the Lenders; (mo) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017SBA Documents; and (op) payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.3 hereof.

Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) duly executed original Loan Documents, each duly executed by Documents to which Borrower and each Subsidiary, as applicableor any of its Subsdiaries is a party; (b) to the extent required under Section 6.6, duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesBorrower; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, or in the case of the Shares of the Cayman Sub, share transfers, duly executed in blank; (e) the Operating Documents of Borrower and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency or registered office, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction state of organization or formation and each jurisdiction state in which Borrower and each Subsidiary is qualified to conduct business, (or in the case of the Cayman Sub certified as true copies of the originals by a Cayman Islands attorney at law) each as of a date good standing certificate to be dated no earlier than thirty (30) days prior to the Effective Date; (fe) a completed the Perfection Certificate for Borrower and each of its SubsidiariesBorrower; (gf) the Annual Projections, for in form and substance reasonably satisfactory to the current calendar yearLenders; (hg) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan DocumentsBorrower, in a form reasonably acceptable to Collateral Agent and the Lenders; (ih) Collateral Agent shall have received certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement searches, as Collateral Agent shall request, accompanied by such written evidence (including any UCC termination statements) as Collateral Agent requests that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (ji) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersleased locations; (j) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (k) a duly executed legal opinion of counsel to Parent and US Sub Borrower dated as of the Effective Date; (l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent of the receipt by Borrower of unrestricted net cash proceeds in the aggregate amount of Ten Million Dollars ($10,000,000.00) or more from the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017; and (om) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.