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 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 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 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 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 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 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 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 Xxxxx 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, 2017Xxxxx 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 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 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 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 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 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 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) 00 Xxxxxx Xxxxx, Bedford, MA 01730 and (ii) 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000; (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 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 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 XXXXX) 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 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 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 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 0 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and 00000 XX 00xx Xxxxxx, Xxxx, XX 00000 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 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 Xxx Xxxxx 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 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 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 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 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) 00 Xxxxxx Xxxxx, Bedford, MA 01730 and (ii) 00 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000; (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 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 Xxxxxxx XxXxx, Esq., General Counsel for the Company and PMCULC, Shearman & Sterling, LLP, special New York counsel to the Company and PMCULC, and Xxx Xxxxxx, 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 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 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 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) 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 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; (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 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 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 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 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 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 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 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 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000; (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 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 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 Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx 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 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 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 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and 301-2389 Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx; (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 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) if applicable, 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) share pledge agreements with respect to Shares of Swedish Borrower, US Borrower and Cayman Borrower, each in such form and substance as is acceptable to Collateral Agent in its sole discretion; (f) duly executed notices and acknowledgments required under the Irish Security Documents; (g) the Operating Documents and good standing certificates (to the extent such concept or a similar concept exists under the laws of any relevant jurisdiction) 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 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 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) duly executed officer’s certificate for Irish Borrower executed by the chief financial officer of Irish Borrower, attaching the Annual Projections, for the current calendar yearfiscal years 2017 and 2018; (hj) duly executed original officerOfficer’s certificate Certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the LendersBorrower; (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; (km) a bailee waiver (if applicable) 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); (n) a duly executed legal opinion of counsel to Parent US Borrower and US Sub a duly executed legal opinion of Xxxxxxx Xxx (as Irish counsel to the Collateral Agent in respect of Irish Borrower and Irish Security Documents) 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 required under Section 6.5 in favor of Collateral Agent, for the ratable benefit of the Lenders;, and the Lenders; and (m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; (np) 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 Keveyis Acquisition Event has occurred; ($10,000,000.00q) or more from evidence satisfactory to Collateral Agent and the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before Lenders that the July 21, 2017First Equity Event has occurred; 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 LenderBank’s obligation to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral Agent it receive the agreements, documents, fees and each Lender shall consent other evidence it requires including, without limitation, the following: (a) this Agreement; (b) Schedule to or shall have receivedthis Agreement; (c) an Intellectual Property security agreement in form acceptable to Bank; (d) a certificate of the Secretary of Borrower with respect to the incumbency and resolutions authorizing the execution and delivery of the Loan Documents; (e) evidence acceptable to Bank of the consummation of the Series A Transaction, which includes the sale and purchase of Series A Preferred Stock of the Borrower and Series A-1 Preferred Stock of the Borrower; (f) evidence acceptable to Bank of the conversion of intercompany debt to equity in form acceptable to Bank; (g) securities account control agreement relating to Bank; (h) pledge agreement by DSSI, in form acceptable to Bank, relating to a cash pledge of $1,500,000 as collateral for the Obligations relating to the Term Loan; (i) a certificate of the Secretary of DSSI with respect to the incumbency and substance resolutions authorizing the execution and delivery of the Pledge Agreement; (j) guaranty by the domestic subsidiaries of Borrower, in form acceptable to Bank; (k) security agreement by the domestic subsidiaries of Borrower, in form acceptable to Bank; (l) a certificate of the Secretary of each domestic subsidiary of Borrower with respect to the incumbency and resolutions; (m) landlord waiver agreements regarding the leased premises of Borrower in Georgia, in form acceptable to Bank; (n) bailee letters regarding third party locations of Collateral of Borrower, in form acceptable to Bank; (o) deposit account control agreements with all third party deposit institutions of Borrower, in form acceptable to Bank, other than for Fleet Bank (provided that Borrower transfers the funds in such accounts to Bank within a commercially reasonable amount of time after the date hereof); (p) evidence of insurance and loss payable endorsement in form acceptable to Bank and all in compliance with the terms and conditions of this Agreement; (q) payoff letter agreements from current lenders to Borrower in form acceptable to Bank, which agreements, among other things, provide for the termination of liens and security interests of such lenders in the property of Borrower, and with all such agreements in form acceptable to Bank; (r) establishment of lockbox arrangements, satisfactory to Collateral Agent Bank; (s) UCC financing statements relating to all obligor parties hereunder and each Lenderotherwise under the Loan Documents; (t) payment of the fees and Bank Expenses then due; and (u) such other documents, such documentsagreements and instruments, 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 by Borrower appropriate in order to effectuate the terms and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any conditions 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 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 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 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 0000 00xx Xxxxxx XX, Xxxxx Xxxxxx, XX 00000; (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 applicableBorrower; (b) duly executed original Control Agreements with respect in form and substance reasonably satisfactory to any Collateral Accounts maintained 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 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 corporate borrowing 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 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 (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 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 each financial institution with which Borrower maintains Collateral Accounts maintained by Borrower or any (other than in respect of its Subsidiariesthe Comerica Letter of Credit Account and the Existing Comerica Account); (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 officeof the State of Delaware, as applicable) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation California 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; (g) the Annual Projections, for the current calendar year; (hf) duly executed original signatures to an 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 LendersAgent; (ig) 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; (jh) a landlord’s consent executed in favor of Collateral Agent in respect of all each of Borrower’s San Diego headquartersleased locations other than (i) the Carmel Mountain Facility and the (ii) Vista Sorrento Facility; (i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signatures thereto; (j) a payoff letter from Comerica in respect of the Existing Indebtedness; (k) a duly executed legal opinion evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of counsel to Parent and US Sub dated as of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the Effective Dateinitial Credit Extension, be terminated; (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 ATM Agreement, duly executed 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, 2017Citadel; 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; (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 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 this Agreement, the Perfection Certificate of each Borrower and each Subsidiary, as applicablethe other Loan Documents to which Borrower 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 with a face amount equal to such Lender’s Term Loan Commitment; (c) duly executed original signatures to the Control Agreements with SVB and its Term A Loan Commitment PercentageAffiliates; (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 the state of organization or formation and each jurisdiction in which of 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 Closing Date; (fe) 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 DateClosing Date to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) payoff letters from Bridge Bank, National Association, Venture Lending & Leasing V, Inc. and Venture Lending & Leasing VI, Inc.; (h) evidence that (i) the Liens securing Indebtedness owed by Borrower to each of Bridge Bank, National Association, Venture Lending & Leasing V, Inc. and Venture Lending & Leasing VI, Inc. 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; (i) 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; (j) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s San Diego headquartersinternal counsel dated as of the Closing Date together with the duly executed original signatures thereto; (k) a duly executed legal opinion of counsel to Parent Registration Rights Agreement/Investors’ Rights Agreement or similar equity document 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;; 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 origination fee described in Section 2.4(a) and the Lenders’ Expenses then due as specified described in Section 2.5 hereof2.4(d).

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 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 a Borrower and each Subsidiary, as applicableis a party; (b) duly executed original signatures to Control Agreements with respect to any Collateral Accounts maintained by Persons with whom a Borrower maintains a depository or any of its Subsidiariessecurities account; (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 each Borrower and good standing certificates 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 the State of organization or formation its incorporation 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; (e) the Perfection Certificate; (f) a completed Perfection Certificate duly executed original signatures to an officer’s 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) 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 of Borrower’s San Diego headquartersAgent; (ki) a duly executed legal opinion of Borrowers’ counsel to Parent and US Sub dated as of the Effective DateDate together with the duly executed original signatures thereto; (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 agreements executed in connection with 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, 2017CyDex Acquisition; 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 The obligation of Lenders to make a Term A Loan the initial Credit Extension is subject to the condition precedent that Collateral that: (a) Administrative Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Administrative Agent and each Lenderthe Lenders, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitationthe following: (i) this Agreement; (ii) a secured guaranty by Five9 Acquisition LLC; (iii) an intellectual property security agreement; (a) original Loan Documents, each duly executed by a certificate of the Secretary of Borrower and each Subsidiaryany guarantors with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement, 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 Sharesformation documents, 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 as certified by the Secretary of State (or equivalent agency or registered office, as applicableagency) of Borrower’s and any guarantors’ jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Closing Date, and bylaws (or equivalent) in current form, and (c) a long-form good standing certificate of Borrower and any guarantor certified by the Secretary of State (or equivalent agency) of such Subsidiaries’ entities 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 Closing Date; (fv) UCC National Form Financing Statement; (vi) a certificate and/or endorsement of insurance naming Administrative Agent as lender loss payee and additional insured; (vii) a payoff letter from CNB with respect to amounts outstanding under the Loan and Security Agreement dated March 8, 2013, as amended to date; (viii) a payoff letter from Fifth Street Finance Corp.; (ix) current financial statements of Borrower; (x) a completed Perfection Certificate for Borrower and each of its SubsidiariesBorrowing Base Certificate; (gxi) an audit of the Annual ProjectionsCollateral, for the current calendar year; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party results of which shall be satisfactory to the Loan Documents, in a form acceptable to Collateral Administrative Agent and the Lenders; (ixii) certified copies, dated as of date no earlier than thirty (30) days prior account control agreements with respect 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 releasedBorrower’s deposit and securities accounts; (jb) a landlord’s consent executed in favor of Collateral Administrative 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) shall have received payment of the fees and Lenders’ Lender Expenses then due as specified in Section 2.5 2.6 hereof; and (c) Administrative Agent and each Lender shall have received such other documents, and completion of such other matters, as such party may reasonably deem necessary or appropriate.

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/or Amended and Restated Secured Promissory Note, as applicable, 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) 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 of Borrower maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (except for contract manufacturers identified on the Perfection Certificate to the extent that any such contract manufacturer maintains Collateral having a book value in the aggregate not in excess of Five Hundred Thousand Dollars ($500,000.00) per location); (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; (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, Projections of Borrower for the current calendar fiscal 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); (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: (am) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (bn) duly executed original Control Agreements Agreement with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesSubsidiaries at Bank; (co) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (dp) 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 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, and (ii) the Operating Documents of Borrower’s Subsidiaries; (fr) a completed Perfection Certificate for Borrower and each of its Subsidiaries; (gs) the Annual Projections, for the current calendar year; (ht) 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; (iu) 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; (jv) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters[reserved]; (kw) a duly executed legal opinion of counsel to Parent and US Sub dated as of the Effective Date[reserved]; (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 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 DocumentsDocuments (other than the Warrants), 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 duly executed original Amended and Restated Secured Promissory Notes in favor of each Lender in the case of the Shares of the Cayman Sub, share transfers, duly executed amounts set forth in blankSection 2.2(a)(ii); (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) 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 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; (no) evidence satisfactory evidence, in form and content acceptable to Collateral Agent of and Lenders, that Borrower has achieved NDA approval for 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, 2017Gvoke HypoPen; 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 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 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) certificate(s) for Shares of Securities Corporation, together with separate assignment(s); (n) 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 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) Borrower shall have recorded the Mortgage in Mxxxxxxx County, Indiana providing for first priority mortgage lien in respect of the Mortgaged Premises in favor of Collateral Agent and such other documents which are customary in commercial mortgage transactions in Indiana, each in form and substance satisfactory to Collateral Agent. (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 and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Term A Loan Commitment Percentage; (de) 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; (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) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (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 book value in excess of One Hundred Thousand Dollars ($100,000.00); (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 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 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; (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 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 appropriately itemized Lenders’ Expenses then due as specified in Section 2.5 hereof; and (n) evidence of the occurrence of the CE Xxxx Approval Event and the Roche Event, each of which evidence must be in such form and substance as is reasonably acceptable to Collateral Agent and each Lender.

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; (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.

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 '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 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 Xxxxx 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 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 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 appropriately itemized 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 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 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 SubsidiariesWarrant; (c) if any, the certificate(s) for the outstanding capital stock, membership units or other securities owned or held of record by a Borrower in any Subsidiary of such Borrower and an assignment separate certificate, duly executed original Secured Promissory Notes by the pledgor in favor of each Lender according to its Term A Loan Commitment Percentageblank; (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 long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State of the State of Nevada and 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 other jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, (or in the each 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; (e) a secretary’s certificate/officer’s certificate (as applicable) duly executed by a Responsible Officer or secretary of Borrower with respect to Borrower’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 duly executed Borrowing Resolutions 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 Datea recent date, of financing statement searches for Liens (including without limitation, UCC searches, as Collateral Agent shall request) filed in the central filing office of the State of Nevada and the State of California, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (jh) a landlordduly executed Perfection Certificate of Borrower; (i) evidence that all obligations of Borrower owing to Xencor in connection with Borrower’s consent executed warrant (option) in favor of Collateral Agent in respect of all of Borrower’s San Diego headquarters; (k) a duly executed legal opinion of counsel Xencor have been satisfied prior to Parent and US Sub dated as of or contemporaneously with 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, 2017initial Credit Extension; and (oj) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 1.3 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) 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 000 Xxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 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 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 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 applicable; (b) duly executed original Control Agreements with respect signatures to any Collateral Accounts maintained a Warrant to Purchase Common Stock issued by Borrower or any in favor of its SubsidiariesSVB, as Lender, together with a capitalization table; (c) duly executed original Secured Promissory Notes signatures to a Warrant to Purchase Common Stock issued by Borrower in favor of each Lender according to its Term A Loan Commitment PercentageSVB Capital, as Lender, together with a capitalization table; (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 long-form 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 and has a material presence or conducts a material portion of its 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 secretary’s certificate of Borrower with respect to such Borrower’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 (it being understood and agreed that the secretary’s certificate comprising part of the Borrowing Resolutions of Borrower shall be deemed to constitute the secretary’s certificate required by this clause (e), and that no additional secretary’s certificate shall be required) ; (f) a duly executed signatures to the completed Perfection Certificate Borrowing Resolutions for Borrower and each of its SubsidiariesBorrower; (g) duly executed signatures to the Annual Projections, for completed Payment/Advance Form in connection with the current calendar yearTerm A Loan Advance; (h) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party signatures to the completed Disbursement Letter in connection with the Term A Loan Documents, in a form acceptable to Collateral Agent and the LendersAdvance; (i) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Datea recent date, of financing statement Lien searches (including without limitation, UCC searches), as Collateral Agent shall may request, accompanied by written evidence (including any UCC termination statementsstatements and other Lien releases) 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 ExtensionExtension hereunder, will be terminated or released; (j) a landlordSecurities Accounts Control Agreement covering Borrower’s consent executed account at U.S. Bank, N.A. in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersAgent; (k) a the Perfection Certificate of Borrower, together with the duly executed signatures thereto; (l) a legal opinion (authority and enforceability) of Borrower’s 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 Lendersduly executed signature thereto; (m) a copy of any applicable Registration Rights Agreement or Borrower’s Investors’ Rights Agreement and any amendments thereto; (n) evidence satisfactory to Collateral Agent that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect with respect to Borrower, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements 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, 2017Agent; and (o) payment of the fees and Lenders’ 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) original Loan Documents, each duly executed by Borrower Xxxxxxxx and each Subsidiary, as applicable; (b) subject to the Post Closing Letter and 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 and (with respect to Borrower) 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 businessformation, (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 xxxx executed original officer’s certificate for Borrower Xxxxxxxx and each Subsidiary (if any) 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 BorrowerXxxxxxxx’s San Diego headquarters;leased location at (i) 000 Xxxxxxxx, Xxxxx Xxxxx, XX 00000, (ii) 5 Columbia, Aliso Viejo, CA 92656 and (iii) 75 Columbia, Aliso Viejo, CA 92656; [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (kj) subject to the Post Closing Letter, a duly bailee waiver 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 Agent in respect of the Lenders; (m) each third party bailee where Borrower maintains Collateral having a copy book value in excess 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 Five Hundred Thousand 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.500,000.00);

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 Documents, each duly executed Evidence satisfactory to the Arranger that a minimum of $150,000,000 of net proceeds have been received by Borrower and each Subsidiary, as applicable;QELP from a public offering of QELP common units representing limited partnership interests in QELP (the “QELP IPO”). (b) duly executed original Control Agreements Evidence satisfactory to the Administrative Agent that (i) the Indebtedness of Borrower and Quest Cherokee, LLC under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement, and Prior Third Lien Credit Agreement has been assigned to the lenders party to the Quest Cherokee Credit Agreement and (ii) the Borrower and each other Loan Party have been released from any and all further liability (other than contingent indemnity obligations) in connection with respect to any Collateral Accounts maintained the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement, Prior Third Lien Credit Agreement and the Quest Cherokee Credit Agreement and all Liens granted by Borrower or any Loan Party in connection therewith have been released and discharged substantially contemporaneously with the initial Credit Extension under this Agreement and the utilization of its Subsidiaries;a portion of such Credit Extension to reduce the amount outstanding under the Quest Cherokee Credit Agreement to $75,000,000. (c) duly The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed original Secured Promissory by a Responsible Officer of the signing Loan Party or other Person party thereto, 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 and its legal counsel: (i) executed counterparts dated as of the Closing Date of this Agreement, the Subsidiary Guaranty, and the other Collateral Documents including, without limitation, the Collateral Documents covering substantially all assets of each Loan Party (other than Excluded Assets) and all other Loan Documents sufficient in number for distribution to the Administrative Agent each Lender and Borrower; (ii) Revolving Notes executed by the Borrower in favor of each Lender according requesting a Revolving Note, each Revolving Note in a principal amount equal to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Sharessuch Lender’s Revolving Commitment, together with Assignment(s) Separate from Certificate, or in the case and each Revolving Note dated as 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 Closing Date; (fiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a completed Perfection Certificate for Borrower and each of its Subsidiariesparty; (giv) such evidence as the Annual ProjectionsAdministrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, for validly existing, and in good standing in the current calendar yearjurisdiction of its organization and is qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification; (hv) duly executed original officer’s a certificate for signed by a Responsible Officer of the Borrower certifying (A) that the representations and each Subsidiary warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that is a no default or event of default had occurred and was continuing under the Prior First Lien Credit Agreement, Prior Second Lien Credit Agreement or Prior Third Lien Credit Agreement as of the Closing Date and all indebtedness thereunder, including principal, interest, fees and expenses, has been assigned to the lenders party to the Quest Cherokee Credit Agreement and all Liens on the assets of the Borrower and the Loan DocumentsParties have been released or assigned to the administrative agent and/or collateral agent for the benefit of the lenders party to the Quest Cherokee Credit Agreement, (C) no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (D) since December 31, 2006 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (E) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (F) all material governmental and third party approvals necessary or, in a form acceptable to Collateral Agent and the Lenders; (i) certified copiesdiscretion of the Administrative Agent, 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, advisable 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 financing contemplated by this Agreement and US Sub dated as the continuing operation of the Effective Date; (l) evidence satisfactory to Collateral Agent Borrower and the Lenders that the insurance policies required by Section 6.5 hereof are QRC Subsidiaries has been obtained and is in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses and (G) no action, suit, investigation or endorsements proceeding is pending or, to the knowledge of such Responsible Officer, threatened in favor any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, or any of Collateral Agenttheir respective properties, for that (x) could reasonably be expected to materially and adversely affect the ratable benefit Borrower and the Guarantors, taken as a whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the LendersBorrower or any Guarantor to perform its obligations under the Loan Documents; (mvi) a copy Compliance Certificate of any applicable Registration Rights Agreement or Investors’ Rights Agreement a Responsible Officer of the Borrower demonstrating compliance with all financial covenants specified in Section 7.15 with Consolidated EBITDA and any amendments theretoConsolidated Interest Charges estimated for the quarter ending December 31, 2007, annualized; and for purposes of calculating the Borrowing Base utilizing the market price of the QELP Units established at the QELP IPO and using $20.00 per common unit for the QMLP Units; (nvii) evidence satisfactory to Collateral Agent a certificate of a Responsible Officer of the receipt by Borrower (a) as to the satisfaction of unrestricted net cash proceeds all conditions specified in this Section 4.01 and Section 4.02, (b) providing a three-year financial forecast for the aggregate amount Borrower and the QRC Subsidiaries on a consolidated basis, and (c) providing such other financial information as the Administrative Agent may reasonably request; (viii) a certificate of Ten Million Dollars a Responsible Officer of the Borrower certifying that to the Responsible Officer’s knowledge the Borrower and the QRC Subsidiaries on a consolidated basis are not “insolvent” as such term is used and defined in ($10,000,000.00i) the United States Bankruptcy Code or more from (ii) the sale of Borrower’s Series A-1 Preferred Stock, after June 23, 2017 and on or before the July 21, 2017New York Uniform Fraudulent Transfer Act; and (oix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (d) The Arranger’s receipt, in form and substance reasonably satisfactory to the Arranger, of a pro forma opening balance sheet as of September 30, 2007 of the Borrower and the QRC Subsidiaries reflecting the initial public offering of MLP Units of QELP. (e) After giving effect to all proposed Credit Extensions on the Closing Date, the Borrower shall have a minimum of 10% availability under the Borrowing Base. (f) An opinion from counsel to each Loan Party, in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (g) Any fees due and payable at the Closing Date shall have been paid including, without limitation, payment of the fees and expenses pursuant to the Agent/Arranger Fee Letter. (h) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Closing Date. (i) The Administrative Agent’s receipt of Collateral Documents, executed by each Loan Party that has assets or conducts business, in appropriate form for recording, where necessary, together with: (i) such Lien searches as the Administrative Agent shall have reasonably requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens (other than Permitted Liens) in favor of any Persons; (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; (iii) evidence that the Administrative Agent has been named as loss payee or additional insured under all policies of casualty insurance pertaining to the Collateral and all general liability policies; (iv) certificates evidencing all of the issued and outstanding shares of capital stock, partnership interests, or membership interests pledged pursuant thereto, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant thereto are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; and (v) evidence that all other actions reasonably necessary or, in the opinion of the Administrative Agent or the Lenders’ Expenses then due , desirable to perfect and protect the first priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent’s ability to preserve and protect its interests in and access to the Collateral, have been taken. (j) The Administrative Agent’s receipt (with sufficient copies for all Lenders) of the certificate of incorporation of the Borrower, together with all amendments, certified by an appropriate governmental officer in its jurisdiction of organization, as specified in well as any other information required by Section 2.5 hereof326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date (which shall occur no later than December 31, 2007), and such notice shall be conclusive and binding.

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 Xxx Xxxxx, Esq., General Counsel for the Borrower and PAA, and Fulbright & Xxxxxxxx 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 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 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 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 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 duly of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by Borrower a Responsible Officer of the signing Loan Party or other Person party thereto, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date), and each Subsidiaryin form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement, the MLP Guaranty, Mortgages from any Loan Party covering Mortgaged Properties if deemed advisable by Administrative Agent or its counsel, the Security Agreements and all other Collateral Documents as applicabledeemed advisable by the Administrative Agent or its counsel, each dated as of the Closing Date; (bii) duly Revolving Notes executed original Control Agreements with respect to any Collateral Accounts maintained by the Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according requesting such Revolving Notes, each Revolving Note in a principal amount equal to its Term A Loan Commitment Percentage; (d) the certificate(s) for the Sharessuch Lender’s Commitment, together with Assignment(s) Separate from Certificate, or in the case and each Revolving Note dated as 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 Closing Date; (fiii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a completed Perfection Certificate for Borrower and each of its Subsidiariesparty; (giv) such evidence as the Annual ProjectionsAdministrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, for validly existing, and in good standing in the current calendar yearjurisdiction of its organization; (hv) duly executed original officer’s a certificate for signed by a Responsible Officer of the Borrower certifying (A) that the representations and warranties contained in Article V are true and correct in all respects on and as of the Closing Date, (B) that no default or event of default had occurred and was continuing under the Parent Credit Agreement as of the Closing Date and no Default or Event of Default will exist immediately after closing and the initial Credit Extension under this Agreement, (C) since December 31, 2005 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and each Subsidiary Guarantors, taken as a whole, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower, (D) that as of the Closing Date there are no environmental or legal issues affecting any Loan Party or any of the Collateral which could reasonably be expected to have a Material Adverse Effect, (E) all necessary governmental and third party approvals necessary or required for any Loan Party to enter into this Agreement or any of the Loan Documents has been obtained, and (F) no action, suit, investigation or proceeding is pending or, to the knowledge of such Responsible Officer, threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower and the Guarantors, taken as a party whole, or (z) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (ivi) certified copiesa certificate of a Responsible Officer (a) of the Borrower demonstrating on a pro forma basis, dated as of date no earlier than thirty (30) days prior after giving effect to the Effective Datetransactions contemplated by this Agreement, an Interest Coverage Ratio of financing statement searchesnot less than 3.0 to 1.0 and a Leverage Ratio of not more than 4.0 to 1.0, (b) of the Borrower as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that to 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 satisfaction 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 conditions specified in this Section 2.5 hereof.4.01

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 Xxxxx, 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 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) 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 Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its SubsidiariesAgreements; (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 long-form 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 Delaware 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; (hd) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party signatures to the Loan Documents, in a form acceptable to Collateral Agent and the Lenderscompleted Borrowing Resolutions for Borrower; (ie) 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 Bank 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 Extension, will be terminated or released; (jf) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; (g) a landlord’s consent executed in favor of Collateral Agent in respect of all legal opinion of Borrower’s San Diego headquarters; counsel (kauthority and enforceability) 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, Date 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 duly executed original signature thereto; (ni) evidence satisfactory an Xxxxx 25 certificate 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 Stockgeneral liability insurance policy, after June 23(ii) an endorsement to Borrower’s general liability insurance policy that names Bank as an additional insured, 2017 (iii) an endorsement to Borrower’s property insurance policy that names Bank as lender loss payee and on (iv) endorsements to the general liability and property insurance policies of Borrower stating that the insurer will give Bank at least thirty (30) days prior written notice before any such policy or before the July 21, 2017; andpolicies shall be canceled (for any reason other than non-payment of premium); (oi) payment of the fees and Lenders’ Bank 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) 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: (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 XX Xxxxxx 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: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 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 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 (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 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) 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 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) 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 fiscal 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 Uniform Commercial Code 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; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. 30933351_1Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (j) the Post Closing Letter; (jk) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s San Diego headquartersand each Subsidiaries’ leased locations; (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 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 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, 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 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, to the extent certificated, 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 (other than Borrower’s leased location in Denver, Colorado, which lease shall expire in April 2016) where Borrower or any Subsidiary maintains (i) any of Borrower’s Books or (ii) Collateral having a book value in excess of Seven Hundred Fifty Thousand Dollars ($750,000.00); (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 Seven Hundred Fifty Thousand Dollars ($750,000.00); (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 receipt by the Title Company of any applicable Registration Rights Agreement or Investors’ Rights Agreement the fully executed and any amendments theretonotarized Mortgage, providing for first priority mortgage lien in respect of the Mortgaged Premises in favor of Collateral Agent and such other documents which are customary in commercial mortgage transactions in Minnesota, each in form and substance satisfactory to Collateral Agent; (no) evidence satisfactory issuance of a title commitment from the Title Company in respect of the Mortgaged Premises that is acceptable to Collateral Agent and satisfaction of the receipt by Borrower conditions to effectiveness of unrestricted net cash proceeds in such title commitment; (p) 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 occurred; and (oq) 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 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[reserved]; (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; (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 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; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (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 landlord’s consent executed in favor of Collateral Agent in respect of all Borrower’s leased location in Irvine, California; (j) a 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 (om) payment of the fees and Lenders’ Expenses then due accrued 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; (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 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 Xxxxx 25 and Xxxxx 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 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, and Warrants in respect of the Term A Loan, 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 original 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 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 in California; (k) a duly 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) an 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 (o) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof; and (o) completed SBA Forms 480, 652 and 1031 and the SBIC Side Letter.

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 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) 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 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 Australian Pledge Agreement; (f) the Australian Security Agreement; (g) 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) a verification certificate for the Australian Sub; (j) the Annual Projections, for the current calendar year; (hk) 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; (il) certified copies of the constitution, certificate of incorporation (and changes of name, if any) or equivalent constituent documents for the Borrower and each Subsidiary; (m) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searchessearches and searches of the PPS register established under the Australian PPS Act, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements searches either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (jn) 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); (ko) 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; (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 (oq) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.