Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or Borrower, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. so that the Term Loan and Loan Documents will no longer be subject to the SBIC Act or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum rate equal to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will will, subject to the provisions in the remainder of this clause (i), constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iA) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (iiB) upon request of Lender or BorrowerLender, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology IIIII, L.P. to Hercules Technology Growth Capital, Inc. so that (the Term Loan and Loan Documents will no longer be subject “Assignment Remedy”). Notwithstanding anything to the SBIC Act contrary in this Agreement, pending the completion of such resolution meeting pursuant to clause (B) above, no default or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any breach or such failure to comply pursuant to comply, the preceding portion of this paragraph Assignment Remedy shall be effectuated and, for clarity, no default or Section 7.14 of the Loan Agreement shall not constitute an Event of DefaultDefault shall have or be deemed to have occurred. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance DateA ADVANCE REQUEST To: ___ __, 2013 Maturity Date201 Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: _____ ___000-000-0000 Attn: Xxxxx Xxxx BIND THERAPEUTICS, 20[ ] FOR VALUE RECEIVEDINC., Cleveland BioLabs, Inc. a Delaware corporation (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of request from Hercules Technology IIIII, L.P., a Delaware limited partnership or the holder of this Note L.P. (the collectively “Lender”) at 000 Xxxxxxxx Xxxxxxan Advance in the aggregate amount of $ on , Suite 310, Palo Alto, CA 94301 or such other place of payment as 201 (the holder of this Secured Term Promissory Note (this “Promissory NoteAdvance Date”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum rate equal pursuant to the greater of either (i) ten Amended and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Restated Loan and Security Agreement dated [ ], 20[ ], by and between Borrower Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), . Capitalized words and is entitled to other terms used but not otherwise defined herein are used with the benefit and security of the Loan Agreement and the other Loan Documents (same meanings as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderXxxxxx, and any governmental regulatory agency, and (ii) upon request of Lender or BorrowerXxxxxx, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. so that the Term Loan and Loan Documents will no longer be subject to the SBIC Act or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance A ADVANCE REQUEST To: Date: ___ __December 29, 2013 Maturity Date2011 Hercules Technology II, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. 000-000-0000 Attn: Xxxx Xxxxxx Neoprobe Corporation (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of requests from Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note L.P. (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as an Advance in the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Seven Million Dollars ($[ ],000,0007,000,000) or such other principal amount as Lender has advanced to Borroweron December 29, together with interest at a floating rate per annum rate equal 2011 (the “Advance Date”) pursuant to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), . Capitalized words and is entitled to other terms used but not otherwise defined herein are used with the benefit and security of the Loan Agreement and the other Loan Documents (same meanings as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower Bxxxxxxx agrees that a failure to comply with BorrowerBxxxxxxx’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender Agent or the Lenders believes that there is a substantial risk of such assertion) that Lender Agent, the Lenders and its their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower among Borrower, Agent and LenderLenders. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes Agent or Lenders believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iiii) Lender Agent, Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderAgent, Lenders, and any governmental regulatory agency, and (iiiv) upon request of Lender the Lenders or BorrowerAgent, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from among any Lender and Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. so that the Term Loan and Loan Documents will no longer be subject ADDENDUM 3 to the SBIC Act or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum rate equal to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower LOAN AND SECURITY AGREEMENT Agent and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.Terms

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (ii) upon request of Lender or BorrowerLender, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology IIIII, L.P. to Hercules Technology Growth Capital, Inc. so that the Term Loan and Loan Documents will no longer be subject to the SBIC Act or other SBA provision{ * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __MARKED BY BRACKETS, 2013 Maturity Date: _____ ___HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum rate equal to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a LenderAS AMENDED.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and its their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements between Borrower among Borrower, Agent and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (ix) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderAgent, Lender and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any governmental regulatory agency, and (iiy) upon request of Lender or BorrowerAgent, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from among Hercules Technology IIIII, L.P. to and Hercules Technology Growth Capital, Inc. so that required for compliance with the Term Loan rules and Loan Documents will no longer be subject regulations under the SBIC Act. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the SBIC Act or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Defaultomitted portions. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance A ADVANCE REQUEST To: Agent: Date: ___ __, 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabsHercules Technology Growth Capital, Inc. (the “IncAgent”) and BioLab 612000 Xxxxxxxx Xxxxxx, LLC Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: ViewRay Incorporated (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of requests from Agent and Hercules Technology IIIII, L.P., a Delaware limited partnership or the holder of this Note L.P. (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as an Advance in the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Fifteen Million Dollars ($[ ],000,00015,000,000) or such other principal amount as Lender has advanced to Borroweron , together with interest at a floating rate per annum rate equal (the “Advance Date”) pursuant to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ as of December [__], 20[ ]2013 among Borrower, by and between Borrower Agent and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), . Capitalized words and is entitled to other terms used but not otherwise defined herein are used with the benefit and security of the Loan Agreement and the other Loan Documents (same meanings as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will will, subject to the provisions in the remainder of this clause (i), constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iA) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and (iiB) upon request of Lender or BorrowerLender, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology IIIII, L.P. to Hercules Technology Growth Capital, Inc. so that (the Term Loan and Loan Documents will no longer be subject “Assignment Remedy”). Notwithstanding anything to the SBIC Act contrary in this Agreement, pending the completion of such resolution meeting pursuant to clause (B) above, no default or other SBA provision, and any such assignment (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any breach or such failure to comply pursuant to comply, the preceding portion of this paragraph Assignment Remedy shall be effectuated and, for clarity, no default or Section 7.14 of the Loan Agreement shall not constitute an Event of DefaultDefault shall have or be deemed to have occurred. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance DateA ADVANCE REQUEST To: ___ __November 24, 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs2010 Hercules Technology Growth Capital, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology IIIII, L.P., a Delaware limited partnership or the holder of this Note (the “Lender”) at L.P. 000 Xxxxxxxx Xxxxxx, Suite 310, 310 Palo Alto, CA 94301 or such other place of payment as Facsimile: 000-000-0000 Attn: Xxxxx Xxxx PACIRA PHARMACEUTICALS, INC., a Delaware corporation and Pacira Pharmaceuticals, Inc., a California corporation (individually, a “Borrower” and collectively, the holder of this Secured Term Promissory Note (this “Promissory NoteBorrowers”) may specify hereby request from time to time Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. (collectively “Lender”) two Advances in writing, in lawful money of the United States of America, the principal aggregate amount of [ ] Million Dollars $26,250,000 (consisting of one Term Loan A Loan of $[ ],000,00011,250,000 and one Term Loan B Loan of $15,000,000 on November 24, 2010 (the “Advance Date”) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum rate equal pursuant to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower Borrowers and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), . Capitalized words and is entitled to other terms used but not otherwise defined herein are used with the benefit and security of the Loan Agreement and the other Loan Documents (same meanings as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this addendumAddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency. EXHIBIT A ADVANCE REQUEST To: Lender: Date: March , and (ii) upon request of Lender or Borrower, Borrower and/or Lender, as applicable, will cooperate and assist with any assignment of the financing agreements from 2009 Hercules Technology II, L.P. to Hercules Technology Growth CapitalFacsimile: 000-000-0000 Attn: DICERNA PHARMACEUTICALS, Inc. so that the Term Loan and Loan Documents will no longer be subject to the SBIC Act or other SBA provision, and any such assignment INC. (i) shall be at no cost to Borrower and (ii) shall not constitute an Event of Default under the Loan Documents. And any breach or failure to comply pursuant to the preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall not constitute an Event of Default. EXHIBIT B-1 PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 2013 Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of requests from Hercules Technology Technology. II, L.P., a Delaware limited partnership or the holder of this Note L.P. (the collectively “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as an Advance in the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Two Million Dollars ($[ ],000,0002,000,000) or such other principal amount as Lender has advanced to Borroweron , together with interest at a floating rate per annum rate equal (the “Advance Date”) pursuant to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), . Capitalized words and is entitled to other terms used but not otherwise defined herein are used with the benefit and security of the Loan Agreement and the other Loan Documents (same meanings as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.