Common use of Consent and Acknowledgement Clause in Contracts

Consent and Acknowledgement. (a) Subject to the terms and conditions of this Supplemental Indenture and pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee acknowledge and agree that (i) the issuance of the Senior Convertible Preferred Equity, (ii) any future issuances of Equity Interests of the Issuer to the Sponsor or any portfolio company of the Sponsor that conform to the requirements of Section 4.07(b)(ii) of the Indenture and (iii) the execution, delivery and performance of any related subscription agreements with the Sponsor for such Equity Interests, if and solely to the extent that such actions are prohibited under the last sentence of Section 4.07 of the Indenture, such breach of such prohibition (and the resulting Default) is hereby deemed to be waived; provided, however, that (1) the foregoing shall not permit issuances of Equity Interests of the Issuer to any portfolio company of the Sponsor to the extent that such portfolio companies would beneficially own more than twenty percent (20%) in the aggregate of the outstanding Voting Stock of the Issuer (calculated on a fully diluted basis) and (2) nothing contained in this Supplemental Indenture shall be deemed to permit the Issuer to declare or pay any dividend or make any distribution on account of any such Equity Interests or to make any cash payment to the holders of any such Equity Interests, except, for the avoidance of doubt, as permitted by Section 4.04 of the Indenture. (b) The parties hereby acknowledge and agree that, together with the funding of the Preferred Stock Commitment on October 3, 2017 in accordance with Section 4.20(a) of the Indenture, upon the funding of the Senior Convertible Preferred Equity on or about the date hereof resulting in net proceeds of at least $40,000,000 to the Issuer, the Issuer shall have satisfied the covenant to fund an additional subscription by any or all of the Issuer’s stockholders for Equity Interests of the Issuer (other than Disqualified Stock) resulting in net proceeds to the Issuer (taken together with the amount funded in respect of the Preferred Stock Commitment) of at least $80,000,000 in accordance with Section 4.20(b) of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) The parties agree, to the extent the incurrence of the New Subordinated Indebtedness is, or when incurred was, a breach or a Default of Sections 4.03 and 4.07 of the Indenture, such breach or Default is deemed to be waived. (d) The Trustee acknowledges the terms and conditions of the New Subordinated Indebtedness and consents to the Issuer’s entry into, incurrence of and performance of its obligations thereunder (the consents and waivers set forth in Section 2(c) and this Section 2(d), collectively, the “Consent and Waiver”); provided, however, that the Consent and Waiver is specific to the New Subordinated Indebtedness as described and authorized under this Supplemental Indenture and, until the Notes have been paid in full, no refinancing, modification or cash payment (whether at Maturity or otherwise) of the New Subordinated Indebtedness or transfer or assignment of the rights or obligations with respect thereto by the Issuer or the Sponsors shall be permitted hereunder and any such refinancing, modification, transfer, cash payment or assignment shall be a breach of the Indenture and this Agreement. (e) The Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.03 of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 30 days in advance of the redemption date (as contemplated therein) and instead provide such notice at least 15 days in advance of the redemption date. (f) With respect to the Notice of Conditional Full Redemption, dated September 14, 2017, delivered by the Issuer to the holders of Notes (as it may be supplemented from time to time), and the related notice in the form of an Officers’ Certificate, the Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.05(b) of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 5 Business Days prior to the date on which the Trustee will provide notice to holders (as contemplated therein) and instead provide such notice on the same Business Day on which the Trustee will provide notice to holders of Notes, subject to the terms and conditions hereof and provided that the Trustee has received a draft of the notice in form satisfactory to it prior to the date such notice is to be sent by the Trustee.

Consent and Acknowledgement. (a) Subject Each of the Series C Investors hereby consents to the terms filing of the Series E Certificate of Designations, the execution of the Series D Preferred Stock Consent Exchange Agreement substantially in the form attached hereto as Exhibit C (the “Series D Exchange Agreement”), the execution of the Purdue Securities Purchase Agreement and conditions the consummation of this Supplemental Indenture and the Series D Exchange. (b) Each of the Series C Investors hereby consents to the filing, with the Secretary of State of the State of Delaware, of a Certificate of Elimination pursuant to Section 9.02 which all matters set forth in the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Novelos Therapeutics, Inc. with respect to the Company’s Series B Convertible Preferred Stock, $0.00001 (the “Series B Preferred Stock”) will be eliminated from the Company’s Certificate of Incorporation and the shares that were designated as Series B Preferred Stock will be returned to the status of authorized but unissued shares of preferred stock of the IndentureCompany, without designation as to series, in the Issuer form attached hereto as Exhibit D (the “Series B Certificate of Elimination”). (c) Each of the Series C Investors hereby consents to the filing, with the Secretary of State of the State of Delaware, following consummation of the Series D Exchange, of a Certificate of Elimination pursuant to which all matters set forth in the Series D Certificate of Designations with respect to the Series D Preferred Stock will be eliminated from the Company’s Certificate of Incorporation and the Trustee acknowledge and agree shares that (i) were designated as Series D Preferred Stock will be returned to the issuance status of authorized but unissued shares of preferred stock of the Senior Convertible Preferred EquityCompany, without designation as to series, in the form attached hereto as Exhibit E (iithe “Series D Certificate of Elimination”). (e) any future issuances of Equity Interests Each of the Issuer Series C Investors hereby acknowledges and agrees that it will not be entitled to an adjustment to either the conversion price of the shares of Series C Preferred Stock or an adjustment to the Sponsor or any portfolio company exercise price of warrants issued to it in connection with the sale of Series A Preferred Stock, as a result of the Sponsor that conform Series D Exchange or the sale of Series E Preferred Stock to the requirements of Section 4.07(b)(ii) of the Indenture and (iii) the execution, delivery and performance of any related subscription agreements with the Sponsor for such Equity Interests, if and solely to the extent that such actions are prohibited under the last sentence of Section 4.07 of the Indenture, such breach of such prohibition (and the resulting Default) is hereby deemed to be waived; provided, however, that (1) the foregoing shall not permit issuances of Equity Interests of the Issuer to any portfolio company of the Sponsor to the extent that such portfolio companies would beneficially own more than twenty percent (20%) in the aggregate of the outstanding Voting Stock of the Issuer (calculated on a fully diluted basis) and (2) nothing contained in this Supplemental Indenture shall be deemed to permit the Issuer to declare or pay any dividend or make any distribution on account of any such Equity Interests or to make any cash payment to the holders of any such Equity Interests, except, for Purdue. For the avoidance of doubt, as permitted by Section 4.04 this acknowledgement is limited to the transactions contemplated hereby and does not affect the rights, privileges and preferences of the IndentureSeries C Preferred Stock, except as expressly provided herein. (b) The parties hereby acknowledge and agree that, together with the funding of the Preferred Stock Commitment on October 3, 2017 in accordance with Section 4.20(a) of the Indenture, upon the funding of the Senior Convertible Preferred Equity on or about the date hereof resulting in net proceeds of at least $40,000,000 to the Issuer, the Issuer shall have satisfied the covenant to fund an additional subscription by any or all of the Issuer’s stockholders for Equity Interests of the Issuer (other than Disqualified Stock) resulting in net proceeds to the Issuer (taken together with the amount funded in respect of the Preferred Stock Commitment) of at least $80,000,000 in accordance with Section 4.20(b) of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) The parties agree, to the extent the incurrence of the New Subordinated Indebtedness is, or when incurred was, a breach or a Default of Sections 4.03 and 4.07 of the Indenture, such breach or Default is deemed to be waived. (d) The Trustee acknowledges the terms and conditions of the New Subordinated Indebtedness and consents to the Issuer’s entry into, incurrence of and performance of its obligations thereunder (the consents and waivers set forth in Section 2(c) and this Section 2(d), collectively, the “Consent and Waiver”); provided, however, that the Consent and Waiver is specific to the New Subordinated Indebtedness as described and authorized under this Supplemental Indenture and, until the Notes have been paid in full, no refinancing, modification or cash payment (whether at Maturity or otherwise) of the New Subordinated Indebtedness or transfer or assignment of the rights or obligations with respect thereto by the Issuer or the Sponsors shall be permitted hereunder and any such refinancing, modification, transfer, cash payment or assignment shall be a breach of the Indenture and this Agreement. (e) The Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.03 of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 30 days in advance of the redemption date (as contemplated therein) and instead provide such notice at least 15 days in advance of the redemption date. (f) With respect to the Notice of Conditional Full Redemption, dated September 14, 2017, delivered by the Issuer to the holders of Notes (as it may be supplemented from time to time), and the related notice in the form of an Officers’ Certificate, the Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.05(b) of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 5 Business Days prior to the date on which the Trustee will provide notice to holders (as contemplated therein) and instead provide such notice on the same Business Day on which the Trustee will provide notice to holders of Notes, subject to the terms and conditions hereof and provided that the Trustee has received a draft of the notice in form satisfactory to it prior to the date such notice is to be sent by the Trustee.

Consent and Acknowledgement. (a) Subject Each of the Series C Investors hereby consents to the terms and conditions of this Supplemental Indenture and pursuant to Section 9.02 filing of the IndentureSeries E Certificate of Designations, the Issuer execution of the Series D Preferred Stock Consent Exchange Agreement substantially in the form attached hereto as Exhibit C (the “Series D Exchange Agreement”), the execution of the Purdue Securities Purchase Agreement and the Trustee acknowledge and agree that (i) the issuance consummation of the Senior Convertible Preferred Equity, (ii) any future issuances of Equity Interests of the Issuer to the Sponsor or any portfolio company of the Sponsor that conform to the requirements of Section 4.07(b)(ii) of the Indenture and (iii) the execution, delivery and performance of any related subscription agreements with the Sponsor for such Equity Interests, if and solely to the extent that such actions are prohibited under the last sentence of Section 4.07 of the Indenture, such breach of such prohibition (and the resulting Default) is hereby deemed to be waived; provided, however, that (1) the foregoing shall not permit issuances of Equity Interests of the Issuer to any portfolio company of the Sponsor to the extent that such portfolio companies would beneficially own more than twenty percent (20%) in the aggregate of the outstanding Voting Stock of the Issuer (calculated on a fully diluted basis) and (2) nothing contained in this Supplemental Indenture shall be deemed to permit the Issuer to declare or pay any dividend or make any distribution on account of any such Equity Interests or to make any cash payment to the holders of any such Equity Interests, except, for the avoidance of doubt, as permitted by Section 4.04 of the IndentureSeries D Exchange. (b) The parties Each of the Series C Investors hereby acknowledge and agree thatconsents to the filing, together with the funding Secretary of State of the State of Delaware, of a Certificate of Elimination pursuant to which all matters set forth in the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock Commitment on October 3of Novelos Therapeutics, 2017 in accordance Inc. with Section 4.20(arespect to the Company’s Series B Convertible Preferred Stock, $0.00001 (the “Series B Preferred Stock”) will be eliminated from the Company’s Certificate of Incorporation and the shares that were designated as Series B Preferred Stock will be returned to the status of authorized but unissued shares of preferred stock of the IndentureCompany, upon without designation as to series, in the funding form attached hereto as Exhibit D (the “Series B Certificate of the Senior Convertible Preferred Equity on or about the date hereof resulting in net proceeds of at least $40,000,000 to the Issuer, the Issuer shall have satisfied the covenant to fund an additional subscription by any or all of the Issuer’s stockholders for Equity Interests of the Issuer (other than Disqualified Stock) resulting in net proceeds to the Issuer (taken together with the amount funded in respect of the Preferred Stock Commitment) of at least $80,000,000 in accordance with Section 4.20(b) of the Indenture. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedElimination”). (c) The parties agree, to the extent the incurrence Each of the New Subordinated Indebtedness is, or when incurred was, a breach or a Default of Sections 4.03 and 4.07 of the Indenture, such breach or Default is deemed to be waived. (d) The Trustee acknowledges the terms and conditions of the New Subordinated Indebtedness and Series C Investors hereby consents to the Issuer’s entry intofiling, incurrence with the Secretary of and performance State of its obligations thereunder (the consents and waivers State of Delaware, following consummation of the Series D Exchange, of a Certificate of Elimination pursuant to which all matters set forth in Section 2(c) and this Section 2(d), collectively, the “Consent and Waiver”); provided, however, that the Consent and Waiver is specific to the New Subordinated Indebtedness as described and authorized under this Supplemental Indenture and, until the Notes have been paid in full, no refinancing, modification or cash payment (whether at Maturity or otherwise) Series D Certificate of the New Subordinated Indebtedness or transfer or assignment of the rights or obligations Designations with respect thereto by the Issuer or the Sponsors shall be permitted hereunder and any such refinancing, modification, transfer, cash payment or assignment shall be a breach of the Indenture and this Agreement. (e) The Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.03 of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 30 days in advance of the redemption date (as contemplated therein) and instead provide such notice at least 15 days in advance of the redemption date. (f) With respect to the Notice Series D Preferred Stock will be eliminated from the Company’s Certificate of Conditional Full Redemption, dated September 14, 2017, delivered by Incorporation and the Issuer shares that were designated as Series D Preferred Stock will be returned to the holders status of Notes (authorized but unissued shares of preferred stock of the Company, without designation as it may be supplemented from time to time)series, and the related notice in the form attached hereto as Exhibit E (the “Series D Certificate of an Officers’ Certificate, the Issuer and the Trustee hereby consent to a limited waiver of the notice period in Section 3.05(b) of the Indenture in order to waive the requirement that the Issuer provide notice to the Trustee at least 5 Business Days prior to the date on which the Trustee will provide notice to holders (as contemplated therein) and instead provide such notice on the same Business Day on which the Trustee will provide notice to holders of Notes, subject to the terms and conditions hereof and provided that the Trustee has received a draft of the notice in form satisfactory to it prior to the date such notice is to be sent by the TrusteeElimination”).