Common use of Lenders and Commitments Clause in Contracts

Lenders and Commitments. Commitment Lender Commitment Percentage ------ ------------- ---------- Silicon Valley Bank $1,250,000.00 15.625% Gold Hill Venture Lending 03, L.P. $6,750,000.00 84.375% ------------- ------ TOTAL $8,000,000.00 100.00% ============= ====== EXHIBIT A The Collateral consists of all right, title and interest of Borrower in and to the following: All goods, equipment, inventory, contract rights or rights to payment of money, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower's Books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Collateral does not include: Any Copyright rights, Copyright applications, Copyright registrations, Mask Works, and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patents, Trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired. Notwithstanding the foregoing, the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.

Lenders and Commitments. Lender Term A Loan Commitment Lender Commitment Percentage ------ ------------- ---------- MidCap Funding III, LLC $ 3,750,000 60.0 % Silicon Valley Bank $1,250,000.00 15.625$ 2,500,000 40.0 % Gold Hill Venture Lending 03TOTAL TERM A LOANS $ 6,250,000 100 % Lender Term B Loan Commitment Commitment Percentage MidCap Funding III, L.P. $6,750,000.00 84.375LLC $ 3,750,000 60.0 % ------------- ------ Silicon Valley Bank $ 2,500,000 40.0 % TOTAL $8,000,000.00 100.00TERM B LOANS $ 6,250,000 100 % ============= ====== TOTAL TERM LOANS $ 12,500,000 100 % EXHIBIT A The Collateral consists of all of Borrower’s right, title and interest of Borrower in and to the followingfollowing personal property: All goods, equipmentAccounts (including health-care insurance receivables), inventoryEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles General Intangibles (including payment intangiblesexcept as provided below), accounts (including health-care receivables)commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All all Borrower's ’s Books relating to the foregoing foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Notwithstanding the foregoing, the Collateral does not includeinclude any of the following, whether now owned or hereafter acquired except to the extent that a judicial authority (including a U.S. Bankruptcy Court) would hold that it is necessary under applicable law to have a security interest in any of the following in order to have a perfected lien and security interest in and to the “IP Proceeds” defined below: Any Copyright any copyright rights, Copyright copyright applications, Copyright registrations, Mask Works, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patentspatents, Trademarkspatent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same; trademarks, trade names, service marks and marks, mask works, rights of use of any name or domain names and, to the extent permitted under applicable law, any applications therefor, whether registered or not; any and operating manuals, trade secret rights, including any clinical and non-clinical data, rights to unpatented inventionsinventions (the “IP Collateral”); provided, now owned or hereafter acquired. Notwithstanding the foregoinghowever, the Collateral at all times (whether or not the security interest in IP Collateral is effective as provided below) shall include all accountsAccounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoingforegoingand any claims for damage by way of any past, present, or future infringement of any of the foregoing (collectively, the “IP Proceeds”); provided, that, upon the occurrence of a IP Lien Event (whether occurring prior to or after an IP Release Event), the Collateral shall include all IP Collateral automatically and without any further action of the parties, and this Agreement shall constitute a security agreement for all purposes of the Code with respect to such IP Collateral; and provided, further, upon the occurrence of a IP Release Event, at Borrower’s sole cost and expense, Agent shall execute and deliver to Borrower all releases, terminations and other instruments as may be necessary to release Agent’s Lien in and to the IP Collateral, granted herein, including, without limitation, UCC financing statement amendments and appropriate filings with the U.S. Copyright Office and the U.S. Patent and Trademark Office. Pursuant to the terms of a certain negative pledge arrangement with Lenders, Borrower has agreed not to encumber any of its Intellectual Property without Lenders’ prior written consent. EXHIBIT B — LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.Deadline is Noon E.S.T. Fax To: Date: LOAN PAYMENT: Alimera Sciences, Inc. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, E.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Lender: Account Number: City and State: Beneficiary Lender Transit (ABA) #: Beneficiary Lender Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Lender: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C — COMPLIANCE CERTIFICATE TO: Silicon Valley Bank, as Agent Date: FROM: Alimera Sciences, Inc. The undersigned authorized officer of Alimera Sciences, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower, Agent and the Lenders (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Agent. Attached are the required documents supporting the certification. The undersigned certifies, in the capacity as an officer of Borrower, that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges, in the capacity as an officer of Borrower, that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column.

Lenders and Commitments. Commitment TERM LOANS Lender Commitment Commitment Percentage ------ ------------- ---------- LEADER LENDING, LLC - SERIES B $5,000,000 50.00% Silicon Valley Bank $1,250,000.00 15.6255,000,000 50.00% Gold Hill Venture Lending 03, L.P. $6,750,000.00 84.375% ------------- ------ TOTAL $8,000,000.00 10,000,000 100.00% ============= ====== EXHIBIT A The Collateral consists of all of Borrower’s right, title and interest of Borrower in and to the followingfollowing personal property: All goods, equipmentAccounts (including health-care receivables), inventoryEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles General Intangibles (including payment intangiblesexcept as provided below), accounts (including health-care receivables)commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All all Borrower's ’s Books relating to the foregoing foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Notwithstanding the foregoing, the Collateral does not include: Any Copyright include any of the following, whether now owned or hereafter acquired, (i) any copyright rights, Copyright copyright applications, Copyright registrations, Mask Works, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patentspatents, Trademarkspatent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and and, to the extent permitted under applicable law, any applications therefor; any , whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, including any rights to unpatented inventions, now owned and any claims for damage by way of any past, present, or hereafter acquired. Notwithstanding future infringement of any of the foregoing; (ii) any assets that are subject to a purchase money lien or capital lease permitted by this Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such assets to be subject to the security interest created hereby or the grant or perfection of an additional lien would result in a breach or termination of, or constitutes a default under, the documentation governing such liens or the obligations secured by such liens, provided upon the release of such restriction any such assets shall automatically constitute Collateral; (iii) any lease or other contract if the grant of a security interest therein in the manner contemplated by this Agreement, under the terms thereof or under applicable law, is prohibited or would give any other party thereto (other than Borrower) the right to terminate such lease or other contract (but only to the extent that, and for so long as, any such prohibitions or termination right would not be rendered ineffective pursuant to the Code or any other applicable law); (iv) the Excluded Licenses and (v) for so long as the Ucyclyd Security Agreement is in effect, the Ucyclyd Collateral; provided, further, the Collateral shall include all accountsAccounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the items described in clauses (i) through (iv) above. Agent and Lenders further acknowledge that the Collateral shall not include more than 66% of the voting securities of any Subsidiary that is not organized under the Laws of the United States or any of its states if such pledge would cause a material increase in the Borrower’s federal income tax liability. Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and Lenders, Borrower has agreed not to encumber any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, without Collateral Agent’s prior written consent. Defined terms used above but not defined shall have the meaning assigned such terms in that certain Loan and Security Agreement by and between Borrower, Silicon Valley Bank, as collateral agent and Administrative Agent and the Lenders listed on Schedule 1.1 thereof dated as of April 19, 2012. EXHIBIT B LOAN PAYMENTLoan Payment/ADVANCE REQUEST FORM Advance Request Form DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.NOON P.S.T. Fax To: Date: LOAN PAYMENT: HYPERION THERAPEUTICS, INC. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, P.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Lender: Account Number: City and State: Beneficiary Lender Transit (ABA) #: Beneficiary Lender Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Lender: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C COMPLIANCE CERTIFICATE TO: [SILICON VALLEY BANK][LEADER LENDING, LLC—SERIES B] Date: FROM: HYPERION THERAPEUTICS, INC. The undersigned authorized officer of HYPERION THERAPEUTICS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower, Collateral Agent and the Lenders (the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower has timely filed all required federal and other material tax returns and reports, and Borrower and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent. Attached are the required documents supporting the certification. The undersigned certifies that the financial statements delivered in connection with this certificate are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that an Event of Default has occurred and is continuing. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column for any applicable item. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 180 days Yes No Annual projections 30 days after FYE Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) HYPERION THERAPEUTICS, INC. LENDERS’ USE ONLY Received by: AUTHORIZED SIGNER By: Name: Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT D SECURED PROMISSORY NOTE $ Dated: , 2012 FOR VALUE RECEIVED, the undersigned, HYPERION THERAPEUTICS, INC., a [Delaware] corporation (“Borrower”), HEREBY PROMISES TO PAY to [SILICON VALLEY BANK][LEADER LENDING, LLC—SERIES B] (“Lender”) the principal amount of [ Dollars ($ )] or such lesser amount as shall equal the outstanding principal balance of the [Term Loan][Bank Term Loan] made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of the [Term Loan][Bank Term Loan], at the rates and in accordance with the terms of the Loan and Security Agreement by and between Borrower and Silicon Valley Bank, as Collateral Agent, and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued interest hereunder and under the Loan Agreement shall be due and payable on [Term Loan Maturity Date][Bank Term Loan Maturity Date] as set forth in the Loan Agreement Principal, interest and all other amounts due with respect to the [Term Loan][Bank Term 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 one of the Notes referred to in, and is entitled to the benefits of, the Loan and Security Agreement, dated as of April __, 2012, to which Borrower and Lender are parties (the “Loan Agreement”). The Loan Agreement, among other things, (a) provides for the making of this secured [Term Loan][Bank Term 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 provided in the Loan Agreement. This Note and the obligation of Borrower to repay the unpaid principal amount of the [Term Loan][Bank Term Loan], interest on the [Term Loan][Bank Term Loan] and all other amounts due Lenders 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 and documented out-of-pocket fees and expenses, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and costs, incurred by Lenders in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.

Lenders and Commitments. Commitment Lender Commitment Commitment Percentage ------ ------------- ---------- Oxford Finance Corporation $5,500,000.00 42.308% Silicon Valley Bank $1,250,000.00 15.6253,750,000.00 28.846% Gold Hill Venture Lending 03Leader Lending, L.P. LLC – Series A $6,750,000.00 84.3751,875,000.00 14.423% ------------- ------ Leader Lending, LLC – Series B $1,875,000.00 14.423% TOTAL $8,000,000.00 100.0013,000,000.00 100.000% ============= ====== Schedule 1.1 to Loan and Security Agreement EXHIBIT A The Collateral consists of all of Borrower’s right, title and interest of Borrower in and to the followingfollowing personal property: All goods, equipmentAccounts (including health-care receivables), inventoryEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles General Intangibles (including payment intangiblesexcept as provided below), accounts (including health-care receivables)commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All all Borrower's ’s Books relating to the foregoing foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Notwithstanding the foregoing, the Collateral does not includeinclude any of the following, whether now owned or hereafter acquired: Any Copyright any copyright rights, Copyright copyright applications, Copyright registrations, Mask Works, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patentspatents, Trademarkspatent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and and, to the extent permitted under applicable law, any applications therefor; any , whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, including any rights to unpatented inventions, now owned and any claims for damage by way of any past, present, or hereafter acquired. Notwithstanding future infringement of any of the foregoing; provided, however, the Collateral shall include all accountsAccounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and Lenders, Borrower has agreed not to encumber any of its copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, without Collateral Agent’s prior written consent. Exhibit A to Loan and Security Agreement EXHIBIT B Loan Payment/Advance Request Form DEADLINE IS NOON E.S.T. Fax To: Date: LOAN PAYMENT: Complete Genomics, Inc. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of Advance $ Borrower confirms that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations. In addition, Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date. Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, E.S.T. Beneficiary Name: Amount of Wire: $ Beneficiary Lender: Account Number: City and State: Beneficiary Lender Transit (ABA) #: Beneficiary Lender Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Lender: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: Exhibit B to Loan and Security Agreement EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK, as Collateral Agent Date: FROM: COMPLETE GENOMICS, INC., as Borrower The undersigned authorized officer of Complete Genomics, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement among Borrower, Collateral Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), (1) Borrower is in complete compliance for the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent. Attached are the required documents supporting the certification. The undersigned certifies, in the capacity as an officer of the Borrower, that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges, in the capacity as an officer of the Borrower, that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column.

Lenders and Commitments. Term Loan Lender Term Loan Commitment Lender Commitment Percentage ------ ------------- ---------- Silicon Valley Bank Oxford Finance Corporation $1,250,000.00 15.62515,000,000 100.00% Gold Hill Venture Lending 03, L.P. $6,750,000.00 84.375% ------------- ------ TOTAL $8,000,000.00 15,000,000 100.00% ============= ====== EXHIBIT A The Collateral consists of all of Borrower’s and/or Guarantor’s right, title and interest of Borrower in and to the followingfollowing personal property: All goods, equipmentAccounts (including health-care receivables), inventoryEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles General Intangibles (including payment intangiblesexcept as provided below), accounts (including health-care receivables)commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All all Borrower's ’s Books relating to the foregoing foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Notwithstanding the foregoing, the Collateral does not includeinclude (i) any of the following, whether now owned or hereafter acquired except to the extent that it is necessary under applicable law to have a security interest in any of the following in order to have a perfected lien and security interest in and to the “IP Proceeds” defined below: Any Copyright any copyright rights, Copyright copyright applications, Copyright registrations, Mask Works, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patentspatents, Trademarkspatent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same; trademarks, trade names, service marks and marks, mask works, rights of use of any name or domain names and, to the extent permitted under applicable law, any applications therefor, whether registered or not; any and the goodwill of the business of Borrower and/or Guarantor connected with and symbolized thereby, know-how, operating manuals, trade secret rights, including any clinical and non-clinical data, rights to unpatented inventions; provided, now owned or hereafter acquired. Notwithstanding the foregoinghowever, the Collateral shall include all accountsAccounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoingforegoing and any claims for damage by way of any past, present, or future infringement of any of the foregoing (collectively, the “IP Proceeds”) or (ii) the Pledged ARS or (iii) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower or Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter or (iv) Borrower’s right to receive the First Milestone Payment under the Assignment Agreement upon the occurrence of the First Milestone Payment (as such terms are defined in the CPR Agreement), or (v) the Trust and Escrow Accounts (provided that the Collateral shall include any cash or other assets which are released from such Trust and Escrow Accounts and delivered to Borrower). Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent, Borrower and Guarantor have agreed not to encumber any of its Intellectual Property without Collateral Agent’s prior written consent. EXHIBIT B LOAN PAYMENTLoan Payment/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.Advance Request Form DISBURSEMENT LETTER The undersigned, being the duly elected and acting of MEDICINOVA, INC., a Delaware corporation (“Borrower”), does hereby certify to OXFORD FINANCE CORPORATION, (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and Security Agreement dated on or about the date hereof by and between Borrower and Collateral Agent (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

Lenders and Commitments. Term A Loans Lender Term Loan Commitment Lender Commitment Percentage ------ ------------- ---------- Oxford Finance LLC $ 750,000 50 % Silicon Valley Bank $1,250,000.00 15.625$ 750,000 50 % Gold Hill Venture Lending 03, L.P. $6,750,000.00 84.375TOTAL $ 1,500,000 100.00 % ------------- ------ Term B Loans Lender Term Loan Commitment Commitment Percentage Oxford Finance LLC $ 3,250,000 50 % Silicon Valley Bank $ 3,250,000 50 % TOTAL $8,000,000.00 100.00$ 6,500,000 100.00 % ============= ====== Aggregate (all Term Loans) Lender Term Loan Commitment Commitment Percentage Oxford Finance LLC $ 4,000,000 50 % Silicon Valley Bank $ 4,000,000 50 % TOTAL $ 8,000,000 100.00 % EXHIBIT A The Collateral consists of all of Borrower’s right, title and interest of Borrower in and to the followingfollowing personal property: All goods, equipmentAccounts (including health-care receivables), inventoryEquipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles General Intangibles (including payment intangiblesexcept as provided below), accounts (including health-care receivables)commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower's ’s Books relating to the foregoing foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Collateral does not include: Any Copyright rights, Copyright applications, Copyright registrations, Mask Works, and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any Patents, Trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired. Notwithstanding the foregoing, the Collateral does not include any Intellectual Property except to the extent that it is necessary under applicable law to have a security interest in Intellectual Property in order to have a perfected lien and security interest in and to the “IP Proceeds” defined below; provided, however, the Collateral shall include all accountsAccounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoingIntellectual Property and any claims for damage by way of any past, present, or future infringement of any of the Intellectual Property (collectively, the “IP Proceeds”). EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 P.S.T.B