Common use of Information For UCC Financing Statements and Searches and Deposit Accounts and Accounts Holding Securities Clause in Contracts

Information For UCC Financing Statements and Searches and Deposit Accounts and Accounts Holding Securities. (a) The exact corporate name of Borrower as it appears in its Certificate of Incorporation, as amended to date is: Inotek Pharmaceuticals Corporation. (b) Borrower’s state of incorporation is: Delaware. (c) The organizational ID number of Borrower from its jurisdiction of incorporation is 3062053. (d) Borrower’s taxpayer identification number is 00-0000000. (e) The following is a list of all corporate names, dba or trade names used by Borrower in the past five years: Inotek Pharmaceuticals Corporation. (f) The following is a list of all Subsidiaries of Borrower: None. (g) The address of Borrower’s headquarters and chief executive office is: 000 Xxxxxxxx Xxxxxx, 1st Floor, Lexington, MA 02421. The following is a list of all States where Borrower’s headquarters and chief executive office has been located in the past five years: Massachusetts. (h) The following is a list of all States where Borrower’s property and assets have been located in the past five years: Massachusetts. (i) The following is a list of all of Borrower’s deposit accounts (bank name, address and account names and numbers): Silicon Valley Bank, 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account # 3300426104. (j) The following is a list of all of Borrower’s accounts holding securities (broker/bank name, address and account names and numbers): Silicon Valley Bank, 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account # 19-SV053. The undersigned, being the duly elected and acting of INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Borrower”), does hereby certify to HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”) and FORTRESS CREDIT CO LLC (“Fortress” and together with Horizon, the “Lenders”) in connection with that certain Venture Loan and Security Agreement dated as of June , 2013 by and among Borrower, Horizon, in its role as Collateral Agent and Lenders (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that: 1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct as of the date hereof. 2. No event or condition has occurred that would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. 3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied. 5. No material adverse change in the general affairs results of operations or condition (financial or otherwise) of Borrower, whether or not arising from transactions in the ordinary course of business, has occurred. 6. The proceeds for Loan A and Loan B shall be disbursed as follows: Disbursement from Horizon: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Horizon: $ Disbursement from Fortress: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Fortress: $ TOTAL PROCEEDS DUE FROM LENDERS: $ 7. The aggregate net proceeds of Loan A and Loan B in the amount of $ shall be transferred to Borrower’s account as follows: Account Name: Bank Name: Bank Address: Attention: Telephone: Account Number: ABA Number: Dated: , 2013 BORROWER: INOTEK PHARMACEUTICALS CORPORATION By: Name: Title: $3,500,000 Dated: June , 2013 FOR VALUE RECEIVED, the undersigned, INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to [HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation/FORTRESS CREDIT CO LLC, a Delaware limited liability company] (“Lender”) the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) or such lesser amount as shall equal the outstanding principal balance of Loan A (the “Loan”) made to Borrower by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement. Interest on the principal amount of this Note from the date of this Note shall accrue at the Loan Rate or, if applicable, the Default Rate. The Loan Rate for this Note is % per annum based on a year of twelve 30-day months. If the Funding Date is not the first day of the month, interim interest accruing from the Funding Date through the last day of that month shall be paid on the first calendar day of the next calendar month. Commencing , 201 , through and including , 201 , on the first day of each month (each an “Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan in the amount of Dollars ($ ). Commencing on , 2011, and continuing on the first day of each month thereafter (each a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender ( ) equal payments of principal plus accrued interest on the then outstanding principal amount due hereunder each in the amount of Dollars ($ ). On October 1, 2016, or the earlier repayment in full of the Loan, Borrower shall make a payment of One Hundred Five Thousand and 00/100 Dollars ($105,000) to Lender (the “Final Payment”). If not sooner paid, all outstanding amounts hereunder and under the Loan Agreement shall become due and payable on October 1, 2016. Principal, interest and all other amounts due with respect to the Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is referred to in, and is entitled to the benefits of, the Venture Loan and Security Agreement dated as of the date hereof by and between Borrower and Lender (the “Loan Agreement”). The Loan Agreement, among other things, (a) provides for the making of a secured Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid, except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loan, interest on the Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note.

Information For UCC Financing Statements and Searches and Deposit Accounts and Accounts Holding Securities. (a) The exact corporate name of Borrower as it appears in its Certificate of Incorporation, as amended to date is: Inotek Pharmaceuticals Corporation.Tengion, Inc. (b) Borrower’s state of incorporation is: Delaware. (c) The organizational ID number of Borrower from its jurisdiction of incorporation is 30620533679969. (d) Borrower’s taxpayer identification number is 00-000000020 021 4813. (e) The following is a list of all corporate names, dba or trade names used by Borrower in the past five years: Inotek Pharmaceuticals Corporation.Tengion, Inc. (f) The following is a list of all Subsidiaries of Borrower: Nonenone. (g) The address of Borrower’s headquarters and chief executive office is: 000 Xxxxxxxx Xxxxxx0000 Xxxxxxx Xxxx, 1st FloorXxxxx 000, LexingtonXxxx Xxxxxxxx, MA 02421Xxxxxxxxxxxx 00000. The following is a list of all States where Borrower’s headquarters and chief executive office has been located in the past five years: MassachusettsPennsylvania, Connecticut. (h) The following is a list of all States where Borrower’s property and assets have been located in the past five years: MassachusettsPennsylvania, North Carolina, Connecticut, New York. (i) The following is a list of all of Borrower’s deposit accounts (bank name, address and account names and numbers): Silicon Valley Bank, Commerce Bank 0000 Xxxxxx Xxxxx, Xxxxx XxxxxXxxxxxxx Xxxx XX Xxx 000 Xxxxxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account # 3300426104.00000 Premier Savings/Investment (j) The following is a list of all of Borrower’s accounts holding securities (broker/bank name, address and account names and numbers): Silicon Valley Xxxxxx Xxxxxxx Private Wealth Management 000 Xxxxx Xxxxxx Xxx Xxxx XX 00000 Bank, 0000 : Citibank NYC ABA 021-000089 A/C Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account Xxxxxxx & Co. FBO Tengion Inc. XXX # 1900-SV053. The undersigned, being the duly elected and acting of INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Borrower”), does hereby certify to HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”) and FORTRESS CREDIT CO LLC (“Fortress” and together with Horizon, the “Lenders”) in connection with that certain Venture Loan and Security Agreement dated as of June , 2013 by and among Borrower, Horizon, in its role as Collateral Agent and Lenders (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that: 1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct as of the date hereof. 2. No event or condition has occurred that would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. 3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied. 5. No material adverse change in the general affairs results of operations or condition (financial or otherwise) of Borrower, whether or not arising from transactions in the ordinary course of business, has occurred. 6. The proceeds for Loan A and Loan B shall be disbursed as follows: Disbursement from Horizon: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Horizon: $ Disbursement from Fortress: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Fortress: $ TOTAL PROCEEDS DUE FROM LENDERS: $ 7. The aggregate net proceeds of Loan A and Loan B in the amount of $ shall be transferred to Borrower’s account as follows: Account Name: Bank Name: Bank Address: Attention: Telephone: Account Number: ABA Number: Dated: , 2013 BORROWER: INOTEK PHARMACEUTICALS CORPORATION By: Name: Title: $3,500,000 Dated: June , 2013 FOR VALUE RECEIVED, the undersigned, INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to [HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation/FORTRESS CREDIT CO LLC, a Delaware limited liability company] (“Lender”) the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) or such lesser amount as shall equal the outstanding principal balance of Loan A (the “Loan”) made to Borrower by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement. Interest on the principal amount of this Note from the date of this Note shall accrue at the Loan Rate or, if applicable, the Default Rate. The Loan Rate for this Note is % per annum based on a year of twelve 30-day months. If the Funding Date is not the first day of the month, interim interest accruing from the Funding Date through the last day of that month shall be paid on the first calendar day of the next calendar month. Commencing , 201 , through and including , 201 , on the first day of each month (each an “Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan in the amount of Dollars ($ ). Commencing on , 2011, and continuing on the first day of each month thereafter (each a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender ( ) equal payments of principal plus accrued interest on the then outstanding principal amount due hereunder each in the amount of Dollars ($ ). On October 1, 2016, or the earlier repayment in full of the Loan, Borrower shall make a payment of One Hundred Five Thousand and 00/100 Dollars ($105,000) to Lender (the “Final Payment”). If not sooner paid, all outstanding amounts hereunder and under the Loan Agreement shall become due and payable on October 1, 2016. Principal, interest and all other amounts due with respect to the Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is referred to in, and is entitled to the benefits of, the Venture Loan and Security Agreement dated as of the date hereof by and between Borrower and Lender (the “Loan Agreement”). The Loan Agreement, among other things, (a) provides for the making of a secured Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid, except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loan, interest on the Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note.00XX0

Information For UCC Financing Statements and Searches and Deposit Accounts and Accounts Holding Securities. (a) The exact corporate name of Borrower Acuity as it appears in its Certificate Articles of IncorporationFormation, as amended to date is: Inotek Pharmaceuticals CorporationAcuity Pharmaceuticals, LLC. (b) BorrowerAcuity’s state of incorporation organization is: Delaware. (c) The organizational ID number of Borrower from its jurisdiction of incorporation is 3062053. (d) BorrowerAcuity’s taxpayer identification number is 0030-0000000. (ed) The following is a list of all corporate names, dba or trade names used by Borrower Acuity in the past five years: Inotek Pharmaceuticals Corporation.Acuity Pharmaceuticals, Inc. and e-Acquisition Company II-B, LLC (fe) The following is a list of all Subsidiaries of BorrowerAcuity: None. (gf) The address of BorrowerAcuity’s headquarters and chief executive office is: 000 Xxxxxxxx 3000 Xxxxxx Xxxxxx, 1st FloorXxxxxxxxxxxx, LexingtonXX 00000. The following is a list of all States where Acuity’s headquarters and chief executive office has been located in the past five years: Pennsylvania. (g) The following is a list of all States where Acuity’s property and assets have been located in the past five years: Pennsylvania. (h) The following is a list of all of Acuity’s deposit accounts (bank name, MA 02421address and account names and numbers): M & T Bank, 600 Xxxxxxx Xxxx, Horsham, PA 19044, Account Name: Acuity Pharmaceuticals, Inc., Checking Account Number 8892617781. (i) The following is a list of all of Acuity’s accounts holding securities (broker/bank name, address and account names and numbers): MTB Investment Group, 200 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000, Account Name: Acuity Pharmaceuticals, Inc., Account Number 2000000. eXegenics hereby certifies the following information to Lender: (a) The exact corporate name of eXegenics as it appears in its Certificate of Incorporation, as amended to date is: eXegenics, Inc. (b) eXegenics’ state of incorporation is: Delaware. (c) eXegenics’ taxpayer identification number is 70-0000000 (d) The following is a list of all corporate names, dba or trade names used by eXegenics in the past five years: (e) The following is a list of all Subsidiaries of eXegenics: Acuity and Froptix. (f) The address of eXegenics’ headquarters and chief executive office is: 1000 Xxxxxxxxx-Xxxxxx Xxxx, Pittsford, NY 14534. (g) The following is a list of all States where Borrower’s headquarters and chief executive office has been located in the past five years: MassachusettsNew York. (h) The following is a list of all States where Borrower’s eXegenics’ property and assets have been located in the past five years: MassachusettsNew York. (i) The following is a list of all of Borrower’s deposit accounts (bank name, address and account names and numbers): Silicon Valley Bank, 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account # 3300426104.): (j) The following is a list of all of Borrower’s accounts holding securities (broker/bank name, address and account names and numbers): Silicon Valley Bank$4,000,000.00 Dated as of: September ___, 0000 Xxxxxx Xxxxx2005 Executed as of: March ___, Xxxxx Xxxxx, XX 00000; Inotek Pharmaceuticals Corporation, Account # 19-SV053. The undersigned, being the duly elected and acting of INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Borrower”), does hereby certify to HORIZON TECHNOLOGY FINANCE CORPORATION (“Horizon”) and FORTRESS CREDIT CO LLC (“Fortress” and together with Horizon, the “Lenders”) in connection with that certain Venture Loan and Security Agreement dated as of June , 2013 by and among Borrower, Horizon, in its role as Collateral Agent and Lenders (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that: 1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct as of the date hereof. 2. No event or condition has occurred that would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. 3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied. 5. No material adverse change in the general affairs results of operations or condition (financial or otherwise) of Borrower, whether or not arising from transactions in the ordinary course of business, has occurred. 6. The proceeds for Loan A and Loan B shall be disbursed as follows: Disbursement from Horizon: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Horizon: $ Disbursement from Fortress: Loan Amount $ 3,500,000 Less: Legal Fees $ Balance of Commitment Fee $ Net Proceeds due from Fortress: $ TOTAL PROCEEDS DUE FROM LENDERS: $ 7. The aggregate net proceeds of Loan A and Loan B in the amount of $ shall be transferred to Borrower’s account as follows: Account Name: Bank Name: Bank Address: Attention: Telephone: Account Number: ABA Number: Dated: , 2013 BORROWER: INOTEK PHARMACEUTICALS CORPORATION By: Name: Title: $3,500,000 Dated: June , 2013 2007 FOR VALUE RECEIVED, the undersigned, INOTEK PHARMACEUTICALS CORPORATIONACUITY PHARMACEUTICALS, a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to [HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation/FORTRESS CREDIT CO LLC, a Delaware limited liability company] company and EXEGENICS, INC., a Delaware corporation (collectively, “Borrower”), HEREBY, JOINTLY AND SEVERALLY PROMISE TO PAY to the order of HORIZON TECHNOLOGY FUNDING COMPANY LLC, a Delaware limited liability company (“Lender”) the principal amount of Three Four Million Five Hundred Thousand Dollars ($3,500,0004,000,000.00) or such lesser amount as shall equal the outstanding principal balance of the Loan A (the “Loan”) made to Borrower by Lender pursuant to the Loan Agreement (as defined below), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Loan Agreement. Interest on the principal amount of this Note from the date of this Note shall accrue at the Loan Rate or, if applicable, the Default Rate. The Loan Rate for this Note is % per annum based on a year of twelve 30-day months. If the Funding Date is not the first day of the month, interim interest accruing from the Funding Date through the last day of that month shall be paid on the first calendar day of the next calendar month. Commencing , 201 , through and including , 201 , on the first day of each month (each an “Interest Payment Date”) Borrower shall make payments of accrued interest only on the outstanding principal amount of the Loan in the amount of Dollars ($ ). Commencing on , 2011, and continuing on the first day of each month thereafter (each a “Principal and Interest Payment Date” and, collectively with each Interest Payment Date, each a “Payment Date”), Borrower shall make to Lender ( ) equal payments of principal plus accrued interest on the then outstanding principal amount due hereunder each in the amount of Dollars ($ ). On October 1, 2016, or the earlier repayment in full of the Loan, Borrower shall make a payment of One Hundred Five Thousand and 00/100 Dollars ($105,000) to Lender (the “Final Payment”). If not sooner paid, all outstanding amounts hereunder and under the Loan Agreement shall become due and payable on October 1, 2016. Principal, interest and all other amounts due with respect to the Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is referred to in, and is entitled to the benefits of, the Venture Loan and Security Agreement dated as of the date hereof by and between Borrower and Lender (the “Loan Agreement”). The Loan Agreement, among other things, (a) provides for the making of a secured Loan to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid, except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the Loan, interest on the Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. Any reference herein to Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note.