Common use of Conditions Precedent to Term Loan Clause in Contracts

Conditions Precedent to Term Loan. No Lender shall be obligated to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Party, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing.

Conditions Precedent to Term Loan. No The obligation of each Lender shall be obligated to make the its Term Loan, or Loan hereunder is subject to take, fulfill, or perform any other action hereunder, until satisfaction of the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”):precedent: (a) a counterpart The Administrative Agent’s receipt of this Agreement duly the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by Responsible Officer of the Secretary of each signing Loan Party, 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 satisfactory to the Administrative Agent (and each of the “Secretary’s Certificate”), providing verification of incumbency and attaching Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent each Lender and the Borrower; (ii) a Note executed by the Borrower in favor of each Lender requesting a Note. (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party’s board resolutions approving Party as the transactions contemplated by Administrative Agent may 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 Debt Loan Documents and (ii) to which such Loan Party’s governing documentsParty is a party or is to be a party; (civ) Notes duly executed by each Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignments, such documents and terminations statements, with respect certifications as the Administrative Agent may reasonably require to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating evidence that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from is duly organized or formed, and that each of the jurisdiction of such Loan Party’s organization Borrower and a certificate of foreign qualification from its Subsidiaries are validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such Loan Party’s qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect Effect; (as defined below)v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the Borrower has complied in all material respects with all of the covenants and agreements specified in this Article IV and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in each case as of the aggregate, a recent date acceptable Material Adverse Effect; and (vi) evidence that all insurance required to Agent;be maintained pursuant to the Loan Documents has been obtained and is in effect. (i) a legal opinion of Loan Parties’ counsel, in form All fees required to be paid to the Administrative Agent and substance reasonably satisfactory the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to Agent;be paid to the Lenders on or before the Closing Date shall have been paid. (jc) a completed EPS set-up form, in form and substance satisfactory to Agent (Unless waived by the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Administrative Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA Borrower shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for paid all fees, costs charges and expenses disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing presented as proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The Lenders shall have completed a due diligence investigation of the date Borrower, in scope, and with results, satisfactory to the Lenders, and shall have been given such access to the management, records, books of this Agreement; and (q) (i) all account, contracts and properties of the Borrower and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as they shall have requested. All of the representations and warranties in Section 5 below contained herein shall be true as of the date of the Term Loan; (ii) true, accurate and complete and no Default or Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default shall have occurred. (such event, a “Default”e) has occurred and is continuing or will result from the making of the Term Loan, and (iii) The Administrative Agent shall have received a certificate favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) from an authorized officer of Xxxx Xxxxx, general counsel to the Borrower, in form, scope and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (f) At least five days prior to the Closing Date, each Loan Party confirming each of Lender shall have received: (i) any and all documentation and other information requested by such Lender in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the foregoingUSA PATRIOT Act; and (ii) to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in relation to the Borrower.

Conditions Precedent to Term Loan. No Lender shall be obligated The obligation of the Bank to make the Term Loan, or Loan is subject to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (condition precedent that the date on which the Lenders make the Term Loan after all such conditions Bank shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Partyreceived, in form and substance satisfactory to Agent the Bank and its counsel, the following: (a) this Agreement, the “Secretary’s Certificate”Term Note, the Pledge Agreements, and that certain Second Amendment to Revolving Credit Agreement, of even date herewith, amending that certain Revolving Credit Agreement, both by and between the Bank and the Borrower (such Revolving Credit Agreement as so amended, the "Second Amendment"), providing verification duly executed by the Borrower; (b) a certificate of incumbency the Secretary or an Assistant Secretary of the Borrower with respect to resolutions of the Board of Directors of the Borrower authorizing the execution and attaching (i) such Loan Party’s board resolutions approving delivery of this Agreement, the transactions contemplated by this Agreement Term Note, and the Pledge Agreements, and identifying the officer(s) authorized to execute, deliver and take all other Debt Documents actions required under this Agreement, and (ii) providing specimen signatures of such Loan Party’s governing documentsofficers; (c) Notes duly executed the certificate of incorporation of the Borrower and all amendments and supplements thereto, filed in the office of the Secretary of State of New York, each certified by each the Secretary or an Assistant Secretary of the Borrower in favor of each applicable Lenderas being a true and correct copy thereof; (d) filed copies the Bylaws of UCC financing statementsthe Borrower and all amendments and supplements thereto, collateral assignments, certified by the Secretary or an Assistant Secretary as being a true and terminations statements, with respect to the Collateral, correct copy thereof as Agent shall requestcurrently in effect; (e) certificates a current Certificate of insurance evidencing Good Standing showing Borrower to be a corporation in good standing in the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 hereinState of New York; (f) current UCC lienan opinion addressed to it from Counsel of the Borrower, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on substantially in the Collateral, other than Permitted Liens (as defined below);form of Exhibit F hereto; and (g) the Intellectual Property Security Agreement required by Section 3.3 abovesuch other documents, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction and completion of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002other matters, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased counsel for the Leased Equipment; (o) all other documents and instruments as Agent Bank may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoingappropriate.

Conditions Precedent to Term Loan. No Lender shall be obligated to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]; (b) a certificate executed by the Secretary of each Loan Party, in the form and substance satisfactory to Agent of which is attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 abovea Warrant in favor of each Lender, duly executed by each Loan PartyBorrower, the form of which is attached hereto as Exhibit F; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a landlord consent and/or bailee letter in favor of Agent executed by the landlord or bailee, as applicable, for any third party location where (i) Borrower’s principal place of business, (ii) any of Borrower’s books or records or (iii) Collateral with an aggregate marketable and saleable value in excess of $25,000 is located, a form of which is attached hereto as Exhibit C-1 and Exhibit C-2, as applicable (“Access Agreement”); (j) a legal opinion of the Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (jk) a completed EPS set-up form, in a form and substance satisfactory to Agent of which is attached hereto as Exhibit E (the “EPS Setup Form”); (kl) a completed perfection certificate, duly executed by each the Loan Party (the “Perfection Certificate”)Parties, a form of which Agent previously delivered to BorrowersBorrower (the “Perfection Certificate”); (lm) one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account (other than accounts used exclusively for payroll and withholding tax purposes) listed on the Perfection Certificate; (n) a pledge agreement, in form and substance satisfactory to Agent, executed by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Subsidiary (as defined below) of such Loan Party that is incorporated under the laws of any State of the United States or the District of Columbia, (b) shares of the outstanding capital stock of any class of each Subsidiary of such Loan Party that is not incorporated under the laws of any State of the United States or the District of Columbia that constitute 65% of the total combined voting power of all capital stock of all classes of such Subsidiary and (c) any and all Indebtedness owing to such Loan Party (the “Pledge Agreement”); (o) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan PartyBorrower, Agent and each Lender (the “Disbursement Letter”); (mp) evidence a fully executed pay-off letter satisfactory to Agent confirming that all of the Master Lease AgreementIndebtedness and other obligations owed under Borrower’s credit facility with Venture Lending & Leasing IV, dated as LLC (the “Existing Indebtedness”) will be repaid in full from the proceeds of April 9the Term Loan and all liens upon any of Borrower’s property in favor of Venture Lending and Leasing IV, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, LLC shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]terminated immediately upon such payment; (nq) a Purchase Agreement guaranty, in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; executed by each Loan Party other than Borrower (o) all other documents in such capacity, a “Guarantor” and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated herebycollectively, the “Debt DocumentsGuarantors”) and guaranteeing the payment and performance of the Obligations (the “Guaranty”); (pr) Borrowers shall have reimbursed Agent a notice of assignment, in form and Lenders for all feessubstance satisfactory to Agent, costs executed by Borrower, acknowledged by Royalty Pharma Finance Trust and expenses of closing presented as assigning Borrower’s rights to payment under Section 2.06 of the date Thalidomide Royalty Agreement to Agent, for the benefit of this Agreement; anditself and the Lenders (the “Notice of Assignment”); (qs) a certificate from an authorized officer of each Loan Party confirming that (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; Closing Date and (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan; (t) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Warrant, the Perfection Certificate, the Pledge Agreement, the Secretary’s Certificate, the Disbursement Letter, the Guaranty, the Notice of Assignment and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); and (iiiu) Agent and Lenders shall have received a certificate from an authorized officer the fees required to be paid by Borrower, if any, in the respective amounts specified in Section 2.7, and Borrower shall have reimbursed Agent and Lenders for all fees, costs and expenses of each Loan Party confirming each closing presented as of the foregoingdate of this Agreement.

Conditions Precedent to Term Loan. No The obligation of the Lender shall be obligated to make the Term Loan, or Loan is subject to take, fulfill, or perform any other action hereunder, until satisfaction of the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”):precedent: (a) a counterpart The Lender’s receipt of this Agreement duly the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer, each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONdated the Closing Date (or, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***]in the case of certificates of governmental officials, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (ba recent date before the Closing Date) a certificate executed by the Secretary of and each Loan Party, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching Lender: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Lender and the Borrower; (ii) a Term Note executed by the Borrower in favor of the Lender; (iii) such Loan Party’s board certificates of resolutions approving or other action, incumbency certificates and/or other certificates of Responsible Officers as the transactions contemplated by Lender may 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 Debt Documents and (ii) such Loan Party’s governing documentsDocuments; (civ) Notes such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly executed by each Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignmentsorganized or formed, and terminations statements, with respect to that the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsementsBorrower is validly existing, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such Loan Party’s qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to AgentEffect; (iv) a legal opinion favorable opinions of Loan Parties’ counselXxxxx X. Xxxxxxx, General Counsel of the Company, and Xxxxxx & Whitney, LLP as special counsel to the Company, each addressed to the Lender, in the form and substance reasonably satisfactory to Agentof Exhibit E; (jvi) a completed EPS set-up formcertificate of a Responsible Officer either (A) attaching copies of all consents, licenses and approvals required in form connection with the execution, delivery and substance satisfactory performance by the Borrower and the validity against the Borrower of the Loan Documents to Agent which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (the “EPS Setup Form”)B) stating that no such consents, licenses or approvals are so required; (kvii) a completed perfection certificate, duly executed certificate signed by each Loan Party a Responsible Officer certifying (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (lA) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease representations and warranties of the Borrower contained in Article V of this Agreement, dated as of April 9or any other Loan Document, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement or which are contained in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to any document furnished at any time under or in favor of Agent from time to time in connection with this Agreement herewith or the transactions contemplated herebytherewith, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent are true and Lenders for all fees, costs correct on and expenses of closing presented as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this AgreementSection 4.01, the representations and warranties contained in subsection (a) of Section 5.11 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (B) no Default shall exist, or would result from the proposed borrowing hereunder and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; and (qix) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. (ib) Any fees required to be paid on or before the Closing Date shall have been paid. (c) Unless waived by the Lender, the Borrower shall have paid all representations and warranties in Section 5 below shall be true as Attorney Costs of the date Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the Term Loan; closing proceedings (ii) no Event provided that such estimate shall not thereafter preclude a final settling of Default or any other event, which with accounts between the giving of notice or Borrower and the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoingLender).

Conditions Precedent to Term Loan. No Lenders shall not be required to fund the Term Loan or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied: (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document (other than a Compliance Certificate) shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor (to the extent a party thereto) shall be obligated in compliance with all terms thereof. (b) Agent shall have received acknowledgments of all filings or recordations necessary to make perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) Agent shall have received access agreements in form and substance reasonably satisfactory to Agent with respect to the Borrowers’ credit collection centers in San Antonio, Texas and Beaumont, Texas. (d) Agent shall have received certificates, in the form of Exhibit D, from a knowledgeable Senior Officer of Parent and each Borrower certifying that, after giving effect to the Term Loan and transactions hereunder, (i) it is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) it has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) Agent shall have received a written opinion of Xxxxxxx Xxxxx, LLP, as well as any local counsel to Borrowers or Agent, with respect to the Loan Documents. (g) Agent shall have received a written opinion from Parent’s Corporate General Counsel with respect to existence and authority of each Obligor, and with respect to each Obligor there has been no violation of laws and there exists no litigation regarding each Obligor. (h) Agent shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx L.L.P. regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Texas and relevant federal laws. (i) Agent shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxxxxx L.L.P. regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Oklahoma and relevant federal laws. (j) Agent shall have received a written opinion of XxXxxxxxxx Xxxxxxxx PLLC regarding the enforceability of Borrowers’ form of Contract and its compliance with any Requirement of Law with respect to the laws of the State of Louisiana and relevant federal laws. (k) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (l) Agent shall have completed its legal due diligence of Obligors, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since July 31, 2010. (m) Agent shall have received completed appraisals of Inventory, Eligible Real Estate and Eligible Contracts and an updated Contract valuation, with results reasonably satisfactory to Agent. (n) Borrowers shall have paid all fees and expenses due and payable to Agent and Lenders on the Closing Date. (o) Agent shall have received a Borrowing Base Certificate prepared as of November 12, 2010. Upon giving effect to the initial funding of Revolver Loans and issuance of Letters of Credit under the ABL Credit Agreement, the making of the Term Loan, or and the payment by Borrowers of all fees and expenses incurred in connection herewith, the ABL Facility, completion of the equity offering set forth in clause (z) below, the redemption of Borrowers’ existing asset backed securitization facility, and the assignment of assets pursuant to takethe Intercompany Assignment Agreement, fulfill, or perform any other action hereunder, until the following have been delivered to Availability shall be at least $60,000,000. (p) Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, received copies of the “Closing Date”):ABL Credit Agreement and the ABL Loan Documents. (aq) Agent shall have received a counterpart letter from each third party service maintenance providers acknowledging that any refunds owed to a Borrower as a result of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONthe cancellation of a third party service maintenance plan purchased under a Contract shall be paid directly to the Dominion Account, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Party, which letter shall be in form and substance satisfactory to Agent. (r) Agent shall have received a letter from each third party credit insurance provider acknowledging that any refunds owed to a Borrower as a result of the cancellation of a credit insurance policy shall be paid directly to the Dominion Account, which letter shall be in form and substance satisfactory to Agent. (s) Agent shall have received a fully signed Intercreditor Agreement. (t) Agent shall have received evidence that the “Secretary’s Certificate”Borrowers’ existing securitization facility will be paid in full and terminated on the Closing Date. (u) Agent shall have received the Related Real Estate Documents for all Eligible Real Estate. (v) Agent shall have received each fully executed Intercompany Assignment Agreement together with evidence that on the Closing Date all of the assignments set forth therein shall be consummated. (w) No Default or Event of Default shall exist. (x) The representations and warranties of each Obligor in the Loan Documents shall be true and correct (except for representations and warranties that expressly relate to an earlier date, which shall be true and correct as of such earlier date), providing verification of incumbency and attaching . (y) Agent shall (i) such Loan Party’s board resolutions approving have received satisfactory evidence that the transactions contemplated by this Agreement Borrowers have obtained the ABL Facility with a revolving loan in the original commitment amount of at least $375,000,000 but not more than $400,000,000 on terms reasonably acceptable to Agent, and the other Debt Documents ABL Agent shall have confirmed that all conditions precedent to borrowing thereunder have been satisfied, and (ii) such Loan Party’s governing documents;be reasonably satisfied with the loan documents related to the ABL Facility. (cz) Notes duly executed by each Borrower The Borrowers shall have closed and received at least $25,000,000 in favor of each applicable Lender;gross proceeds from an equity or equity linked offering. (daa) filed copies Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, MSB and HRC requirements. (bb) All accounts payable of UCC financing statementsthe Borrowers shall be within stated invoice terms, collateral assignmentsor as permitted in the ordinary course of Borrower’s business consistent with current practices. (cc) All conditions precedent in any other Loan Document shall be satisfied. (dd) There shall be no litigation or other proceeding, the result of which would reasonably be expected to have a Material Adverse Effect, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests event shall have occurred or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified circumstance exist that has or could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent;Effect. (iee) a legal opinion There shall have been no material adverse change in the financial markets, or the business, operations, assets, properties, liabilities, profits, prospects or financial position of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, determined by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoingtheir discretion.

Conditions Precedent to Term Loan. No Lender shall be obligated Lender’s obligation to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make advance the Term Loan after all such conditions is subject to the condition precedent that Lender shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Partyreceived such documents, in form and substance satisfactory to Agent Lender or such other matters shall have been completed (the “Secretaryor otherwise expressly waived in writing in Lender’s Certificate”sole discretion), providing verification as follows: (a) copies of incumbency the Loan Documents originally executed and attaching (i) delivered by each applicable Credit Party, and each schedule to such Loan Party’s board resolutions approving Documents (such schedules to be in form and substance reasonably satisfactory to Lender), including this Agreement, the transactions contemplated by this Security Agreement, each IP Agreement and each Control Agreement required by the Lender; (b) true, correct and complete copies of the Operating Documents of the Borrower and each other Debt Documents and (ii) such Loan Credit Party’s governing documents; (c) Notes duly executed by each the Perfection Certificates for Borrower in favor of each applicable Lenderand the Material Subsidiaries; (d) filed copies the organizational structure and capital structure of UCC financing statements, collateral assignments, Borrower and terminations statements, with respect to the Collateral, each of its Subsidiaries shall be as Agent shall requestset forth on Schedule 3.1(d); (e) certificates a good standing certificate for Borrower, Novocure Inc. and Novocure USA LLC, certified (where applicable) by the Secretary of insurance evidencing State of the insurance coverage, State of incorporation of such entity or (with respect to the Borrower) issued by the Jersey Financial Services Commission as of a date no earlier than thirty (30) days prior to the Funding Date; with respect to Novocure Luxembourg and reasonably satisfactory additional insured Novocure Capital (i) a certificate of non-inscription of a judicial decision (certificat de non inscription de decision judiciaire) issued by the Luxembourg Register of Commerce and lender loss payable endorsements, in each case as required pursuant Companies (the RCS) dated no earlier than one Business Day prior to Section 6.4 hereinthe Funding Date and (ii) Excerpts from the RCS dated no earlier than one Business Day prior to the Funding Date; (f) current UCC lien(i) a director’s or Secretary’s Certificate with completed Borrowing Resolutions for Borrower and each Material Subsidiary and (ii) for any Immaterial subsidiaries, judgment, bankruptcy and tax lien search results demonstrating that there are no such other security interests or liens on documentation evidencing approval of the Collateral, other than Permitted Liens (transactions hereunder as defined below)is reasonably acceptable to Lender; (g) certified copies, dated as of a recent date, of lien searches, as Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Intellectual Property Security Agreement required by Section 3.3 aboveLiens indicated in any such financing statements or other documents either constitute Permitted Liens or have been or, duly executed by each Loan Partyin connection with the Term Loan, will be terminated or released; (h) a certificate Borrower and each Material Subsidiary shall have obtained all Governmental Approvals and all consents of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below)other Persons, in each case as that are necessary in connection with the transactions contemplated by the Loan Documents and each of a recent date acceptable the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose material and adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to Agentany of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired; (i) a legal landlord’s consent in favor of Lender for the Credit Parties’ leased locations in Portsmouth, NH and Root, Switzerland by the respective landlord thereof (which consent shall include an agreement by such landlord to permit reasonable access to such leased premises by Lender or its agents upon an Event of Default for purposes of removal of any and all Collateral, if such leased premises is a warehouse, distribution center or other location at which a material amount of Collateral is located), together with the duly executed original signatures thereto; (j) opinions of counsel (which counsel shall be reasonably satisfactory to Lender) to the Credit Parties, including the opinion of Loan Parties’ counselSidley Austin LLP, Ogier (with respect to certain Jersey law matters), the capacity opinion of Xxxxxx & Xxxxxxxxx XX and the enforceability opinion of Loyens&Loeff Luxembourg S.à.x.x. (enforceability opinion) (with respect to certain Luxembourg law matters) and Wenger Xxxxxxxx (with respect to certain Swiss law matters), in each case, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”)Lender; (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers[Intentionally Omitted]; (l) a disbursement instruction lettersummary in reasonable detail of all insurance policies required by Section 6.5 hereof carried or maintained as of the Funding Date and evidence that such insurance policies are in full force and effect, together with appropriate evidence showing loss payable or additional insured clauses or endorsements in form favor of Lender; (m) [Intentionally Omitted]; (n) [Intentionally Omitted]; (o) [Intentionally Omitted]; (p) all documentation and substance satisfactory to Agentother information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, executed by each Loan Partyincluding the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, Agent and each Lender 2001)) (the “Disbursement LetterPatriot Act”); (mq) for the most recently ended fiscal quarter of the Borrower ended before the Funding Date, an internally prepared financial statement in form of Borrower’s internal reporting; (r) evidence satisfactory to Lender in the form of a certificate of the Chief Financial Officer of Borrower that, as of the Funding Date, after giving effect to the incurrence of Indebtedness under the Term Loan Note, Borrower is Solvent and the Credit Parties, on a consolidated basis, are Solvent; (s) payment of the Lender Expenses and other fees then due as specified in Section 2.4 hereof; (t) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, there shall be terminatedno litigation, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTIONpublic or private, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***]or administrative proceedings, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) governmental investigation or other legal or regulatory developments, actual or threatened, that, singly or in the aggregate, could reasonably be expected to result in a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased EquipmentMaterial Adverse Change except as set forth on Schedule 5.6; (ou) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”)[Intentionally Omitted]; (pv) Borrowers shall have reimbursed Agent true, correct and Lenders for complete copies of all feesManufacturing Agreements, costs as executed and expenses of closing presented as of the date of this Agreementdelivered by all parties thereto, and any amendments, restatements, supplements and modifications thereto; and (qw) (i) all representations a certificate, dated the Funding Date and warranties in Section 5 below shall be true as signed by a Responsible Officer of Borrower, confirming satisfaction of the date of the Term Loan; (iiconditions precedent set forth in this Section 3.1 and Sections 3.3(b) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoingc).

Conditions Precedent to Term Loan. No Lender shall be obligated on the Agreement Date. The obligations of the Lenders to undertake the Commitment and to make the Term Loan, or Loan on the Agreement Date are subject to take, fulfill, or perform any other action hereunder, until the prior fulfillment of each of the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”):conditions: (a) a counterpart The Administrative Agent shall have received each of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Partyfollowing, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching Administrative Agent: (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and This duly executed Agreement; (ii) such Loan Party’s governing documentsThe Security Agreement, duly executed by the Borrower Parties, together with UCC financing statements related thereto, certificates representing all of the certificated Equity Interests of the pledged Subsidiaries of the Borrower Parties, and all other original Collateral to be delivered to the Administrative Agent pursuant to the Security Agreement, and transfer powers with respect thereto duly endorsed in blank; (ciii) Notes A Trademark Security Agreement and a Patent Security Agreement, each duly executed by each Borrower in favor of each applicable LenderFluent, LLC; (div) filed copies The Direction Letter duly executed by the Borrower; (v) The Master Intercompany Subordinated Note duly executed by the parties thereto; (vi) Reserved; (vii) The legal opinion of UCC financing statementsAkerman, collateral assignmentsLLP, counsel to the Borrower Parties, addressed to the Lender Group; (viii) With respect to each Borrower Party, a loan certificate signed by the secretary or assistant secretary of such Person (or, in the case of a Person that is a partnership, the general partner of such Person or, in the case of a Person that is a limited liability company, the members or manager, as appropriate, of such Person), in form and substance satisfactory to the Administrative Agent, including a certificate of incumbency with respect to each Authorized Signatory of such Person, together with appropriate attachments which shall include the following: (A) a copy of the certificate of incorporation or formation of such Person, certified (other than as to the Articles of Merger of the Target Borrower and Ultimate Borrower) to be true, complete and correct by the Secretary of State of the State of such Person’s incorporation or formation within 3 days of the Agreement Date, (B) a true, complete and correct copy of the by-laws, partnership agreement or operating agreement of such Person, (C) a true, complete and correct copy of the resolutions of such Person (or its general partner, members or manager, as applicable) authorizing the execution, delivery and performance by such Person of the Loan Documents and, with respect to Borrower, authorizing the borrowings hereunder, and terminations statements(D) certificates of good standing from such Person’s jurisdiction of formation, dated within 3 days of the Agreement Date, and each other jurisdiction in which such Person does business, dated within 30 days of the Agreement Date; (ix) Parent and its Subsidiaries’ projected financial statements for fiscal years 2016, 2017 and 2018, including an income statement, balance sheet and statement of cash flows for each such fiscal year; (x) Certificates of insurance and additional insured and loss payable endorsements, as applicable, with respect to the CollateralBorrower Parties and copies of all insurance policies of the Borrower Parties, as Agent shall requestin each case, meeting the requirements of Section 6.5; (exi) certificates Reserved; (xii) Pay-off and/or release letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of insurance evidencing any Liens (other than Permitted Liens), including, without limitation, all tax liens, against the insurance coverageassets of the Borrower Parties, the repayment of Existing Debt or the release of a Borrower Party from a Guaranty; (xiii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and reasonably filing offices; (xiv) Evidence satisfactory additional insured to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xv) Payment of all fees and lender loss expenses payable endorsementsto the Lender Group and the Affiliates of the members of the Lender Group in connection with the Loan Documents; (xvi) A solvency certificate executed by the chief financial officer of each of the Borrower Parties regarding the solvency and financial condition of each Borrower Party, after giving effect to the transactions contemplated herein including the making of the Term Loan on the Agreement Date; (xvii) A closing certificate executed by an Authorized Signatory of the Borrower, certifying as to the satisfaction of the closing conditions contained herein and attaching a fully executed copy of each Related Agreement, in each case as required pursuant to Section 6.4 hereintogether with all related exhibits and schedules; (fxviii) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on A duly executed Term Loan Note to the Collateral, other than Permitted Liens (as defined below)order of each Lender requesting a promissory note in the amount of such Lender’s Commitment Ratio of the Commitment; (gxix) the Intellectual Property Security The Subordination Agreement required by Section 3.3 above, duly executed by each Loan Partyall parties thereto; (hxx) a certificate The Fee Letter duly executed by the Borrower; (xxi) [Reserved]; and (xxii) All such other certificates, agreements, reports, statements, opinions of good standing counsel or other documents as the Administrative Agent may request, certified, as applicable and if so requested, by an appropriate governmental official or an Authorized Signatory. (b) The Lender Group shall have received evidence satisfactory to it that no change in the business, assets, management, operations, financial condition or prospects of each Loan Party from the jurisdiction Borrower Parties and their Subsidiaries or the laws regulating the business of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified the Borrower Parties shall have occurred since December 31, 2014, which change has had or could reasonably be expected to have a Material Materially Adverse Effect (as defined belowbut excluding any such change that results directly from the discontinuance of the operations of Parent and its Subsidiaries in China prior to the Agreement Date), and the Lender Group shall have received a certificate of an Authorized Signatory of the Borrower so stating. (c) The Lender Group shall have received the financial statements described in Section 5.1(k), each case in form and substance satisfactory to the members of the Lender Group. (d) The Lender Group shall have received evidence satisfactory to them that all material Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation and that no Default exists, after giving effect to the making of the Term Loan hereunder, and the Lender Group shall have received a certificate of an Authorized Signatory of the Borrower so stating. (e) The Administrative Agent shall have received UCC financing statements naming each Borrower Party as a debtor and naming the Administrative Agent as secured party in form for filing in all appropriate jurisdictions, in such form as shall be satisfactory to the Administrative Agent (with the filing thereof to occur upon the effectiveness of this Agreement). (f) The Lender Group shall have completed such other business and legal due diligence with respect to the Borrower Parties and the results thereof shall be acceptable to each member of the Lender Group, in its sole discretion, including, without limitation, with respect to financial performance, capitalization of the Borrower Parties and applicable bank regulatory, “know your customer,” and anti-money laundering matters including, for the avoidance of doubt, with respect to the USA Patriot Act and Sanctions. (g) The Lender Group shall have completed background checks with respect to certain key officers of the Borrower Parties and such background checks shall be satisfactory to each member of the Lender Group. (h) The Administrative Agent shall have received evidence that the Subordinated Notes have been issued, the proceeds of the Subordinated Notes have been received by the Borrower, and the Subordinated Notes are in full force and effect as of a recent date acceptable to Agent;the Agreement Date. (i) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained herein or therein, as applicable) both before and after giving effect to the application of the proceeds of the Term Loan on the Agreement Date. (j) There shall not exist, on the date of the Advance of the Term Loan and after giving effect thereto, a legal opinion Default or Event of Loan Parties’ counselDefault. (k) The Borrower Parties shall have disclosed to the Lender Group the substance of all material events and other circumstances relating to any defaults known to Borrower Parties as to any Material Contract in existence as of the Agreement Date. (l) The Closing Date Acquisition shall have closed in the manner contemplated by the Purchase Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent; (j) . The Administrative Agent shall have received evidence that a completed EPS set-up form, minimum of $25,000,000 in form and substance satisfactory cash common equity has been contributed to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”);Borrower. (m) The Administrative Agent shall have received evidence that the Master Lease Agreement, dated Employment Agreements are in full force and effect as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONthe Agreement Date.] (n) a Purchase Agreement in form The ratio of (i) Funded Debt of the Borrower and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented its Subsidiaries as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; Agreement Date to (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making EBITDA of the Term LoanBorrower and its Subsidiaries for the 12-month period ended as of September 30, and 2015 shall not exceed 4.00 to 1.00, as certified to the Lender Group (iiiwith back-up calculations satisfactory to the Administrative Agent) Agent shall have received a certificate from by an authorized officer of each Loan Party confirming each of the foregoingAuthorized Signatory.

Conditions Precedent to Term Loan. No Lender shall be obligated The obligations of the Lenders to make the Term Loan, or to take, fulfill, or perform any other action Loan hereunder, until are subject to the prior fulfillment of each of the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”):conditions: (a) a counterpart The Administrative Agent shall have received each of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan Partyfollowing, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching Administrative Agent: (i) This duly executed Agreement; (ii) A duly executed Term Loan Note payable to the order of each Lender requesting a promissory note in the amount of such Lender’s Term Loan Ratio of the aggregate principal amount of the Term Loan; (iii) The Security Agreement duly executed by the Borrower Parties, together with Uniform Commercial Code financing statements related thereto; (iv) A Copyright Security Agreement duly executed by the Borrower Parties; (v) A Trademark Security Agreement duly executed by the Borrower Parties; (vi) The Pledge Agreement duly executed by the Borrower Parties, together with (A) copies of the original stock certificates (which original stock certificates on the Agreement Date are to be delivered to and held by the Senior Credit Facility Agent subject to the SunTrust Intercreditor Agreement) evidencing the issued and outstanding shares of capital stock pledged to the Administrative Agent pursuant to the Pledge Agreement and (B) original stock powers or other appropriate instruments of transfer executed in blank; (vii) The duly executed Blocked Account Agreements required by Section 6.15; (viii) The Fee Letter duly executed by the Borrower; (ix) Valuations by the Administrative Agent’s field examiners reflecting values of the Borrower Parties’ Accounts and other personal property at levels acceptable to the Administrative Agent; (x) The legal opinion of Arent Fox PLLC, counsel to the Borrower, addressed to the Lender Group; (xi) The duly executed Request for Term Loan; (xii) A duly executed Borrowing Base Certificate dated as of the Agreement Date; (xiii) Duly executed Collateral Access Agreements with respect to the Borrower’s leased premises or goods in the possession of bailees; (xiv) A loan certificate signed by an Authorized Signatory of each Borrower Party, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the Certificate of Incorporation of such Borrower Party certified to be true, complete and correct by the Secretary of State of the State of Delaware, (B) a true, complete and correct copy of the By-Laws of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Person authorizing the execution, delivery and performance by such Person of the Loan Documents and the Senior Credit Facility Documents and authorizing the borrowings hereunder and thereunder, (D) certificates of good standing from each jurisdiction in the US in which such Borrower Party does business, (E) copies of employment contracts for the following management level employees of such Borrower Party: Xxxxx Xxxx, and (F) copies of all shareholder agreements currently in effect relating to the Equity Interests of such Borrower Party or share purchase agreements for equity interests that have not been issued (other than pursuant to a Plan) relating to the Equity Interests of such Borrower Party; (xv) A solvency certificate executed by an Authorized Signatory of the Borrower regarding the solvency and financial condition of the Borrower Parties, together with a pro forma balance sheet giving effect to the incurrence of the Senior Credit Facility Obligations and the incurrence of the Term Loan; (xvi) The duly executed SunTrust Intercreditor Agreement; (xvii) A certificate signed by an Authorized Signatory of the Borrower certifying as true, correct and complete (and attaching thereto) a copy of the fully executed Senior Credit Facility Agreement, together with all exhibits and schedules thereto, and certifying as to the matters described in Section 4.1(c); (xviii) a Vendor Intercreditor Agreement duly executed by each of the parties thereto; (xix) Borrower’s board resolutions approving (A) 2006 business plan including its 12 month income statement, balance sheet, statement of cash flows and availability forecast and (B) annual projections, including income statement, balance sheet and statement of cash flows, through the Maturity Date; (xx) Certificates of insurance and loss payable endorsements with respect to the Borrower Parties and certified copies of all insurance policies of the Borrower Parties, in each case, meeting the requirements of Section 6.5; (xxi) Pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens), including, without limitation, all tax liens, against the assets of the Borrower Parties; (xxii) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices (including the United States Patent and Trademark Office and the United States Copyright Office); (xxiii) Evidence satisfactory to the Administrative Agent that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens (including the Permitted Liens in favor of the Senior Credit Facility Agent securing the Senior Credit Facility Obligations, which Liens are subject to the SunTrust Intercreditor Agreement)); (xxiv) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and the Lenders in connection with the execution and delivery of this Agreement, including, without limitation, reasonable fees and expenses of counsel to the Administrative Agent; (xxv) A flow of funds report and disbursement letter, in each case, duly executed by the Borrower, which report shall include a statement of all sources and uses of funds on the Agreement Date and which disbursement letter shall be acceptable to the Administrative Agent in all respects; and (xxvi) All such other documents as the Administrative Agent may reasonably request, certified by an appropriate governmental official or an Authorized Signatory if so requested. (b) The Lender Group shall have received evidence satisfactory to them that no change in the business, assets, management, operations, financial condition, income or prospects of the Borrower shall have occurred since December 31, 2005, which change has had or would be reasonably expected to have a Materially Adverse Effect, and the Lender Group shall have received a certificate of an Authorized Signatory of the Borrower so stating. (c) The Lender Group shall have received evidence satisfactory to them that all conditions to the closing of the transactions contemplated by this Agreement the Senior Credit Facility Documents have been satisfied and that the Senior Credit Facility is in full force and effect, and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Lender Group shall have received a certificate of an Authorized Signatory of the Borrower in favor of each applicable Lender;so stating. (d) filed copies of UCC financing statementsThe Lender Group shall have received the financial statements described in Section 5.1(k), collateral assignments, each in form and terminations statements, with respect substance to the Collateral, as Agent shall request;members of the Lender Group. (e) certificates of insurance evidencing the insurance coverageThe Lender Group shall have received evidence satisfactory to them that all Necessary Authorizations are in full force and effect and are not subject to any pending or threatened reversal or cancellation, that no other consents or approvals are required, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from exists after the making of the Term Loan, and the Lender Group shall have received a certificate of an Authorized Signatory of the Borrower so stating. (f) The Borrower shall have established one or more Blocked Accounts pursuant to a lockbox arrangement with SunTrust Bank acceptable to the Administrative Agent. (g) The Administrative Agent shall have received confirmation that (i) the original Uniform Commercial Code financing statements signed (if required) by the respective Borrower Parties as debtor and naming the Administrative Agent as secured party have been duly filed in all appropriate jurisdictions, (ii) the Copyright Security Agreements have been duly filed with the United States Copyright Office and (iii) the Trademark Security Agreements have been duly filed with the United States Patent and Trademark Office, in each case, in such form as shall be satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received a certificate Borrowing Base Certificate and a Senior Credit Facility Borrowing Base Certificate, in form and substance satisfactory to the Lender Group and rolled forward from an authorized officer of each Loan Party confirming each the Borrowing Base Certificate and Senior Credit Facility Borrowing Base Certificate previously verified by the Administrative Agent, reflecting that, among other things, as of the Agreement Date, after giving effect to (i) the Senior Credit Facility and any borrowings or other extensions of credit made thereunder and (ii) the making of the Term Loan under this Agreement, Senior Credit Facility Availability shall not be less than $25,000,000 (with trade payables being paid currently in the ordinary course of Borrower’s business, expenses and liabilities being paid in the ordinary course of business, without acceleration of sales and without deterioration in working capital and without giving effect to the additional capital attributable to the proceeds of the Term Loan). (i) The Administrative Agent shall have completed to its satisfaction a pre-funding field audit of the Borrower including, without limitation, a review of GEMS, and an examination of the Borrower’s reporting capabilities, assets, liabilities (including review of accounts/trade payables evidencing payment of such amounts in accordance with their terms or otherwise on terms consistent with past practices acceptable to the Administrative Agent), books and records. (j) The Administrative Agent shall have received (A) final reports issued by FTI Consulting pursuant to that certain engagement letter between FTI Consulting and Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, on behalf of SunTrust Bank, dated February 27, 2006, with respect to quality of earnings and field audit matters of the Borrower and (B) FTI’s report of the Borrower’s 2006 monthly Term Loan Availability and Senior Credit Facility Availability forecast, to include balance sheet, income statement, statement of cash flows and confirmation of minimum opening Senior Credit Facility Availability of $25,000,000 under the Senior Credit Facility (without giving effect to the additional capital attributable to the proceeds of the Term Loan). (k) The Administrative Agent shall have received a true and complete copy of the duly executed Consulting Agreement certified by an Authorized Signatory of the Borrower and in full force and effect. (l) The Administrative Agent shall have completed background checks with respect to certain key officers of the Borrower Parties and the results of such background checks shall be satisfactory to the Administrative Agent. (m) The Administrative Agent shall have received daily Senior Credit Facility Borrowing Base Certificates for a period prior to the Agreement Date as requested by the Administrative Agent, each in form and substance satisfactory to the Administrative Agent. (n) The Administrative Agent shall have received evidence that the Borrower has entered into arrangements with its current floor plan suppliers under commercially reasonable open market terms that are satisfactory to the Administrative Agent, including, without limitation, acceptable credit limits and payment terms. (o) The Administrative Agent shall have completed such other business and legal due diligence with respect to the Borrower Parties and the results thereof shall be acceptable to the Administrative Agent, in its sole discretion. (p) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.3, are made at and as of the time of the making of the Term Loan other than those that are by their terms true only as of a date certain other than the date of the making of the Term Loan, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Term Loan; (q) The incumbency of the Authorized Signatories of the Borrower Parties shall be as stated in the certificate of incumbency contained in the certificate of such Borrower Party delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (r) Since December 31, 2005, there shall have been no change that has had or would be reasonably expected to have a Material Adverse Effect; (s) There shall not exist on the date of the making of the Term Loan and after giving effect thereto, a Default; and (t) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all of the other conditions to the making of the Term Loan which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the delivery of any Request for Term Loan hereunder or any telephonic request for the making of the Term Loan hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.1 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12.

Conditions Precedent to Term Loan. No Lender shall be obligated to make its Pro Rata Share of the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent and the Lenders or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]each Lender and Agent; (b) a certificate executed by the Secretary of each Loan Party, in the form of which is attached hereto as Exhibit B (each and substance satisfactory to Agent (collectively, the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Borrower in favor of each applicable LenderLender that has requested a Note; (d) filed copies of UCC financing statementsstatements or amendments thereto, collateral assignments, and terminations termination statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, intellectual property lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens Liens (as defined below) on the Collateral, other than Permitted Liens (as defined below); (gf) each Lender (or its respective Affiliate) shall have received a 0000 Xxxxxxx for such Lender’s Pro Rata Share of the Intellectual Property Security Agreement required by number of shares of Stock of Borrower described in Section 3.3 above2.8, duly executed by each Loan PartyBorrower; (hg) a certificate of status/good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (h) except to the extent received by Agent in connection with the Existing Loan Agreement, a landlord consent and/or bailee letter in favor of Agent executed by the applicable landlord or bailee (the forms of which are attached hereto as Exhibit C-1 and Exhibit C-2, as applicable (each an “Access Agreement”)), for any third party location, other than Permitted Locations (as defined below), where any of the following are located: (a) any Loan Party’s principal place of business, (b) any Loan Party’s books or records or (c) Collateral with an aggregate value in excess of $25,000; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to AgentAgent and the Lenders; (j) a completed EPS set-up formAutomatic Payment Authorization Agreement, in a form and substance satisfactory to Agent of which is attached hereto as Exhibit E (the “EPS Setup FormAutomatic Payment Authorization Agreement”); (k) a completed perfection certificatecertificate from each Loan Party, duly executed by each such Loan Party (each and collectively, the “Perfection Certificate”), a form of which Agent previously delivered to BorrowersBorrower; (l) except to the extent received by Agent in connection with the Existing Loan Agreement, one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account to the extent required pursuant to Section 7.10; (m) a disbursement instruction letter, in form and substance satisfactory to AgentAgent and the Lenders, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (mn) the Intellectual Property Security Agreement required by Section 3.3, duly executed by each Loan Party; (o) after August 12, 2014, Borrower shall have received at least $15,000,000 in unrestricted net cash proceeds from the sale and issuance of Borrower’s preferred stock or through the incurrence of additional Indebtedness which is subject to a subordination agreement in favor of Agent, on terms and conditions reasonably satisfactory to Agent and Lenders, and such proceeds have been deposited into one or more deposit accounts or securities accounts subject to Account Control Agreements; provided, however, that for purposes of satisfying the condition set forth in this Section 4.1(o), Borrower shall only be required to deliver evidence that the holders of at least seventy-five percent (75%) of the additional Indebtedness have executed the new subordination agreement; (p) evidence that Borrower has received approval from Japan’s Pharmaceuticals and Medical Device Agency satisfactory to Agent and the Master Lease Agreement, dated as Lenders for the sale and marketing of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNABorrower’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]TVC Imaging System in Japan; (nq) a Purchase Agreement Agent shall have received, all in form and substance reasonably satisfactory to AgentAgent and Lenders, pursuant amendment or reaffirmation agreements executed by the November Subordinated Note Holders confirming (A) the Term Loan is Senior Debt under and as defined in the November Subordination Agreements, and (B) the Liens securing the Term Loan continue to which MDRNA be senior and that the November Subordinated Notes continue to be unsecured; provided, however, the Borrower shall have purchased the Leased Equipmentnot be required to deliver reaffirmation agreements with respect to two November Subordinated Note Holders whose November Subordinated Notes aggregate less than $122,000 in original principal amount; (or) all other documents and instruments as Agent or any Lender may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any)Warrants, the Account Control Agreements, the Access Agreements, the Perfection Certificate, the GuarantyIntellectual Property Security Agreement, if anythe Fee Letter, the Secretary’s Certificate and Certificate, the Disbursement Letter, and the Subordination Agreement and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (ps) Borrowers Agent and Lenders shall have received the fees required to be paid by Borrower, and Borrower shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and; (qt) (i) all representations and warranties in Section 5 below shall be true in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) as of the date of the Term LoanClosing Date; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) ), has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing; and (u) Agent shall have received such other documents, agreements, instruments or information as Agent shall reasonably request.

Conditions Precedent to Term Loan. No Lender shall be obligated to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]; (b) a certificate executed by the Secretary of each Loan Party, in form and substance satisfactory to Agent (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Borrower in favor of each applicable Lender; (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.], (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing.

Conditions Precedent to Term Loan. No Lender shall be obligated to make its Pro Rata Share of the Term Loan, or to take, fulfill, or perform any other action hereunder, until (i) the following have been delivered to Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent and the Lenders or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]each Lender and Agent; (b) a certificate executed by the Secretary of each Loan PartyBorrower, in the form and substance satisfactory to Agent of which is attached hereto as Exhibit B-1 (the “US Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Transaction Documents and (ii) such Loan Party’s governing or constituent documents; (c) Notes duly a certificate executed by a Director of XOMA Ireland Limited, an Irish private limited company (“XOMA Ireland”), the form of which is attached hereto as Exhibit B-2 (each Borrower in favor and collectively, the “Irish Director’s Certificate”), providing certain verifications and certificates and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Transaction Documents and (if applicable) powers of each applicable Lenderattorney under which such documents are signed and (ii) such Loan Party’s governing or constituent documents; (d) filed a certificate executed by the Secretary or a Director of each of Parent and XOMA Technology Ltd., a Bermuda exempted company (“XOMA Technology”, together with Parent, the “Bermuda Entities”), the form of which is attached hereto as Exhibit B-3 (each and collectively, the “Bermuda Secretary’s Certificate”, and together with the US Secretary’s Certificate and the Irish Director’s Certificate, the “Secretary Certificates”), providing certain verifications and certificates and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Transaction Documents and (if applicable) powers of attorney under which such documents are signed and (ii) such Loan Party’s governing or constituent documents; (e) copies of UCC financing statements, other public notice filings, collateral assignments, and terminations termination statements, with respect to the Collateral, Collateral as Agent shall request; request (e) certificates for the purposes of insurance evidencing the insurance coveragethis Agreement, “Collateral” means any and reasonably satisfactory additional insured and lender loss payable endorsementsall assets of any Loan Party now owned or hereafter acquired, upon which a Lien is purported to be created by any Transaction Document; provided, however that in each case as no event shall a mortgage be required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens leasehold interests of Borrower under its leases with respect to the Space Lease Locations (as defined belowbelow in Section 6.13)); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing.

Conditions Precedent to Term Loan. No Lender shall be obligated Each Lender’s obligation to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make advance its Applicable Percentage of the Term Loan after all such conditions shall have been satisfied in a manner satisfactory is subject to Agent the satisfaction (or waived waiver in accordance with this Agreement, Section 11.5 hereof) of the “Closing Date”):following conditions: (a) a counterpart the Collateral Agent’s and each Lender’s receipt, on the Closing Date, of this Agreement duly (i) copies of the Loan Agreement, the Disclosure Letter, the Perfection Certificate for Borrower and its Subsidiaries and the Advance Request Form and (ii) copies of the other Loan Documents (including the schedules thereto), including the Term Loan Notes, executed by Borrower and the Collateral Documents (but excluding any Control Agreements, Collateral Access Agreements and any other Loan Document described in Schedule 5.14 of the Disclosure Letter to be delivered after the Closing Date), in each Loan case (x) dated as of the Closing Date, (y) executed (where applicable) and delivered by each applicable Credit Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]and (z) in form and substance reasonably satisfactory to the Collateral Agent; (b) a certificate executed by the Secretary Collateral Agent’s receipt of (i) true, correct and complete copies of the Operating Documents of each Loan Partyof Borrower and the Credit Parties, and (ii) a Secretary’s Certificate, dated the Closing Date, certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate to be in form and substance reasonably satisfactory to Agent (the “Secretary’s Certificate”Collateral Agent), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed the Collateral Agent’s receipt of a good standing certificate for each Credit Party (where applicable in the subject jurisdiction), certified (where available) by each Borrower in favor the Secretary of each applicable LenderState (or the equivalent thereof) of the jurisdiction of incorporation, formation or organization of such Person as of a date no earlier than thirty (30) days prior to the Closing Date; (d) filed copies the Collateral Agent’s receipt of UCC financing statementsa Secretary’s Certificate in relation to each Credit Party, collateral assignmentsdated the Closing Date, certifying that (i) attached as Exhibit A to such certificate is a true, correct, and terminations statementscomplete copy of the Borrowing Resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Credit Party of the Loan Documents to which it is a party, (ii) the name(s) and title(s) of the officers of such Credit Party authorized to execute the Loan Documents to which such Credit Party is a party on behalf of such Credit Party together with a sample of the true signature(s) of such Credit Party(s), and (iii) that the Collateral Agent and each Lender may conclusively rely on such certificate with respect to the Collateral, as authority of such officers unless and until such Credit Party shall have delivered to the Collateral Agent shall requesta further certificate canceling or amending such prior certificate; (e) certificates of insurance evidencing the insurance coverageeach Credit Party shall have obtained all Governmental Approvals, if any, and reasonably satisfactory additional insured and lender loss payable endorsementsall consents or approvals of other Persons, including the approval or consent of the equityholders of Borrower, if any, in each case as required pursuant that are necessary in connection with the transactions contemplated by the Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Section 6.4 hereinthe Collateral Agent; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens the Collateral Agent’s receipt on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required by Section 3.3 above, duly executed by each Loan Party; (h) a certificate Closing Date of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal an opinion of Loan Xxxxxx & Xxxxxxx LLP, counsel to the Credit Parties’ counsel, in form and substance reasonably satisfactory to the Collateral Agent; (jg) a completed EPS set-up form(i) subject to Section 5.14, the Collateral Agent’s receipt on the Closing Date of (i) evidence insurance policies required to be maintained hereunder are in full force and effect and (ii) appropriate evidence showing the Collateral Agent, for the benefit of Lenders and the other Secured Parties, having been named as additional insured or lender loss payee, as applicable (such evidence to be in form and substance reasonably satisfactory to Agent the Collateral Agent) under such policies; (h) the Collateral Agent’s receipt prior to the Closing Date of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “EPS Setup FormPatriot Act”);; ​ (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of concurrent with the date funding of the Term Loan; , (iii) no Event payment of Default or any other eventLender Expenses then due as specified in Section 2.4 hereof and payment of the Additional Consideration in accordance with Section 2.7, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result payments shall be deducted from the making proceeds of the Term Loan, and (ii) payment of any and all expenses incurred in connection with the repayment of all amounts outstanding under the Existing Credit Agreement; and (j) a payoff letter in respect of the Indebtedness outstanding under the Existing Credit Agreement from BioPharma Credit PLC, as the collateral agent thereunder, and evidencing the repayment in full of all such Indebtedness and all other amounts outstanding pursuant thereto prior to or concurrent with the funding of the Term Loan on the Closing Date. The borrowing by Borrower of the Term Loan hereunder shall constitute a representation and warranty by Borrower as of the date Closing Date that: (i) there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter; (ii) the organizational structure and capital structure of Borrower and each of its Subsidiaries is as described on Schedule 4.15 of the Disclosure Letter; and (iii) Agent shall the conditions precedent set forth in this Section 3.1 and in Section 3.5, Section 3.6 and Section 3.7 have received a certificate from an authorized officer of each Loan Party confirming each of the foregoingbeen satisfied.

Conditions Precedent to Term Loan. No Lender shall be obligated to make its Pro Rata Share of the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Funding Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]Agent and each Lender; (b) a certificate executed by the Secretary of each Loan Party, in the form and substance satisfactory to Agent of which is attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; (c) Notes duly executed by each Borrower in favor of each applicable Lender (if requested by such Lender); (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens other Liens on the Collateral, other than Permitted Liens (as defined below); (g) a Warrant in favor of each Lender (or its affiliate or designee); (h) the Intellectual Property Security Agreement required by described in Section 3.3 above, duly executed by each Loan Party; (hi) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (ij) a landlord consent and/or bailee letter in favor of Agent executed by the landlord or bailee, as applicable, for any third party location (other than a Permitted Location as defined below) where (a) any Loan Party’s principal place of business is located, (b) any Loan Party’s books or records are located or (c) Collateral with an aggregate book value in excess of $50,000 is located (each of the locations described in the immediately preceding clauses (a), (b) and (c), a “Collateral Location”), a form of which is attached hereto as Exhibit C-1 and Exhibit C-2, as applicable (each an “Access Agreement”); (k) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (jl) a completed EPS set-up form, in a form and substance satisfactory to Agent of which is attached hereto as Exhibit E (the “EPS Setup Form”); (km) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to BorrowersBorrower; (ln) one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account listed on the Perfection Certificate, to the extent required pursuant to the terms and conditions of Section 7.10; (o) a disbursement instruction letterpledge agreement, in form and substance satisfactory to Agent, executed by each Loan PartyParty and pledging to Agent, Agent for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Lender Subsidiary (as defined below) of each Loan Party that is not a Foreign Subsidiary, (b) to the extent that Borrower would incur adverse tax consequences resulting from a pledge of 100% of the shares of the outstanding capital stock of any Foreign Subsidiary, 65% of the shares of the outstanding voting capital stock and 100% of the shares of the outstanding non-voting capital stock of each such Foreign Subsidiary and (c) any and all Indebtedness (as defined in Section 7.2 below) owing to Loan Parties (the “Disbursement LetterPledge Agreement”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (np) a Purchase Agreement guaranty agreement (together with any other guaranty that purports to provide for a guaranty of the Obligation, the “Guaranty”), in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipmentexecuted by each Guarantor; (oq) evidence satisfactory to Agent that Borrower has on the Closing Date unrestricted balance sheet cash and Cash Equivalents of not less than $23,000,000 in one or more deposit accounts or securities accounts over which Agent has obtained control in accordance with the requirements of Section 7.10 (with trade payables being paid currently and expenses and liabilities being paid in the ordinary course of business); (r) evidence satisfactory to Agent that Borrower has paid to Agent for the ratable benefit of the lenders under the Original Loan Agreement (1) all outstanding and unpaid interest with respect to the Original Term Loan and (2) a pro rated portion of the “Final Payment Fee” (as such term is used and defined in the Original Loan Agreement) in an amount equal to the amount specified in that certain side letter, dated as of the Closing Date, by and among Borrower, Agent and the lenders under the Original Loan Agreement; (s) all other documents and instruments as Agent or the Lenders may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the NotesNote, Warrants, the Existing Warrants, Intellectual Property Security Agreement (if any)Agreements, the Account Control Agreements, the Access Agreements, the Perfection Certificate, the Pledge Agreement, the Guaranty, if any, the Secretary’s Certificate and the Disbursement LetterCertificate, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent and/or the Lenders from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (pt) Borrowers Agent and Lenders shall have received the fees required to be paid by Borrower, if any, in the respective amounts specified in Section 2.7, and Borrower shall have reimbursed Agent and Lenders for all reasonable fees, costs and expenses of closing presented as of the date of this Agreement; and; (qu) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan, except to the extent such representations and warranties expressly refer to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing; and (v) Agent and Lenders shall have received such other documents, agreements, instruments or information as Agent or such Lender shall reasonably request.

Conditions Precedent to Term Loan. No Lender shall be obligated to make its Pro Rata Share of the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date on which the Lenders make the Term Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”): (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]Agent and each Lender; (b) a certificate executed by the Secretary of each Loan Party, in the form and substance satisfactory to Agent of which is attached hereto as Exhibit B (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documentsarticles of incorporation or organization and by-laws, operating agreement or limited liability company agreement, as applicable; (c) Notes duly executed by each Borrower in favor of each applicable Lender (if requested by such Lender); (d) filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property one or more IP Security Agreement required by Agreements described in Section 3.3 3.4 above, duly executed by each Loan PartyParty (which agreements shall be held in escrow by Agent, subject to the confidentiality restrictions set forth in Section 10.13 and not filed in any public office or registry, until the occurrence, if at all, of an IP Security Interest Event); (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a landlord consent and/or bailee letter in favor of Agent executed by the landlord or bailee, as applicable, for any third party location where (a) any Loan Party’s principal place of business, (b) any Loan Party’s books or records or (c) Collateral with an aggregate value in excess of $50,000 is located, a form of which is attached hereto as Exhibit C-1 and Exhibit C-2, as applicable or such other form as Agent may agree to in its reasonable discretion (each an “Access Agreement”); (j) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (jk) a completed EPS set-up form, in a form and substance satisfactory to Agent of which is attached hereto as Exhibit E (the “EPS Setup Form”); (kl) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to BorrowersBorrower; (lm) one or more Account Control Agreements (as defined below), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for each deposit and securities account to the extent required pursuant to Section 7.10; (n) a pledge agreement, in form and substance satisfactory to Agent, executed by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in (a) 100% of the shares of the outstanding capital stock, of any class, of each Subsidiary (as defined below) of each Loan Party that is incorporated under the laws of any State of the United States or the District of Columbia, (b) 65% of the shares of the outstanding voting capital stock of each such Foreign Subsidiary and (c) any and all Indebtedness (as defined in Section 7.2 below) owing to Loan Parties (the “Pledge Agreement”); (o) a guaranty agreement (together with any other guaranty that purports to provide for a guaranty of the Obligation, the “Guaranty”), in form and substance satisfactory to Agent, executed by each Guarantor; (p) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (mq) evidence payment of $786,789.02 of outstanding obligations owing to GECC pursuant to that the certain Master Lease Agreement, dated as of April 9November 10, 20022004 by and between Borrower, as amendedlessee and GECC, by and among MDRNA and Agentas lessor, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] together with all schedules relating thereto (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment“Outstanding GE Equipment Debt”); (or) all other documents and instruments as Agent or the Lenders may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property IP Security Agreement (if anyand when effective in accordance with the terms and conditions of Section 3.4(c)), the Account Control Agreements, the Access Agreements, the Perfection Certificate, the Pledge Agreement, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (ps) Borrowers Agent and Lenders shall have received the fees required to be paid by Borrower, if any, in the respective amounts specified in Section 2.7, and Borrower shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (qt) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the any Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing.

Conditions Precedent to Term Loan. No Lender shall be obligated The obligation of Bank to make the Term Loan, or to take, fulfill, or perform any other action hereunder, until the following have been delivered to Agent (the date on which the Lenders make extend the Term Loan after all such conditions shall have been satisfied in a manner satisfactory is subject to Agent or waived in accordance with this Agreement, the “Closing Date”):satisfaction of the following condition precedent: (a) a counterpart of this Agreement duly executed by each Loan Party; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) a certificate executed by the Secretary of each Loan PartyBank shall have received, in form and substance satisfactory to Agent (Bank, the “Secretary’s Certificate”), providing verification of incumbency and attaching following: (i) such Loan Party’s board resolutions approving this Agreement, duly executed by the transactions contemplated by this Agreement and the other Debt Documents and parties hereto; (ii) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement; (iii) UCC National Form Financing Statement; (iv) the IP Security Agreement; (v) certificates of insurance naming Bank as loss payee on all property insurance policies and as an additional insured on all liability insurance policies; (vi) payment of the fees and Bank Expenses then due specified in Section 2.4; (vii) the Lockbox Agreement; (viii) a pay-off letter from East West Bank; and (ix) such Loan Party’s governing other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. (b) the Bancontrol Account shall have established at Bank, and Borrower shall have instructed its account debtors to make payments to such deposit account; (c) Notes duly executed the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the Closing Date; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date. The making of the Term Loan shall be deemed to be a representation and warranty by each Borrower on the Closing Date as to the accuracy of the facts referred to in favor of each applicable Lenderthis Section 3.1; (d) filed copies no Event of UCC financing statementsDefault shall have occurred and be continuing, collateral assignments, and terminations statements, with respect or would exist after giving effect to the Collateral, as Agent shall request;Term Loan.; and (e) certificates in Bank’s sole discretion, there has not been any material impairment in the Accounts, general affairs, management, results of insurance evidencing operation, financial condition or the insurance coverageprospect of repayment of the Obligations, or there has not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to Bank on August 21, 2018, and reasonably satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) the Intellectual Property Security Agreement required accepted by Section 3.3 above, duly executed by each Loan Party; (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have a Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to Agent; (j) a completed EPS set-up form, in form and substance satisfactory to Agent (the “EPS Setup Form”); (k) a completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent previously delivered to Borrowers; (l) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender (the “Disbursement Letter”); (m) evidence that the Master Lease Agreement, dated as of April 9, 2002, as amended, by and among MDRNA and Agent, and MDRNA’s obligations thereunder, shall be terminated, [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONBank.] (n) a Purchase Agreement in form and substance satisfactory to Agent, pursuant to which MDRNA shall have purchased the Leased Equipment; (o) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, the Notes, the Intellectual Property Security Agreement (if any), the Account Control Agreements, the Perfection Certificate, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (p) Borrowers shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the date of this Agreement; and (q) (i) all representations and warranties in Section 5 below shall be true as of the date of the Term Loan; (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of the Term Loan, and (iii) Agent shall have received a certificate from an authorized officer of each Loan Party confirming each of the foregoing.