Common use of Term Loan Clause in Contracts

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) (each a “Term Loan” and collectively the “Term Loans”) at any time on or before June 30, 2017. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one or more term loans (1) loan to Borrower in an aggregate original principal amount not to exceed Seven Twenty-Two Million Five Hundred Thousand Dollars ($7,000,00022,500,000) (each a the “Term Loan” and collectively the “Term Loans”) at any time on or before June 30, 2017). The proceeds of the Term Loans Loan shall be used (A) first, to refinance all outstanding Obligations owed by Borrower pursuant to the aggregate principal amount of all term loans then outstanding under this Prior Loan Agreement, and (B) second, if any 1. proceeds remain after refinancing the aforementioned Obligations, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each the Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only End Term Loan Maturity Date shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date. On the Term Loan Maturity Date, at which time all amounts due outstanding in connection with the Term Loans Loan and any other amounts due owing under this Agreement shall be immediately due and payable. The Term LoansLoan, once repaid, may not be reborrowed. Borrower may prepay any the Term Loan in whole or in part without penalty or premiumpremium (except as set forth in Section 2.5 below). (iii) When Borrower desires to obtain a hereby requests that Bank make the Term LoanLoan on the Closing Date or as soon as practicable thereafter. To further document this request, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission email (or, if permitted by Bank, through the use of an E-System) to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Xxxxxxxx shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a result of such reliance. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank Lender agrees to make one or more a term loans loan (the “Term Loan”) to Borrower in an aggregate original the principal amount not to exceed Seven of Four Million Five Hundred Thousand Dollars ($7,000,000) (each a “Term Loan” and collectively 4,500,000). Commencing on February 28, 2021, interest on the “Term Loans”) at any time on or before June 30, 2017. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be paid monthly as provided in at least $500,000 increments. Section 1.2 of this Agreement and Section 2 of the Schedule. In the event the Prime Rate increases, Borrower will be charged the difference (so long as it is positive) between (i) the Prime Rate plus 8.60% and (ii) Interest shall accrue from the date 11.85%. The amount of each Term Loan at the rate specified in Section 2.3(a), such difference will be charged to (and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day by) Borrower as of the month next following the making of such Term Loan, and continuing on the same last day of each month thereafterfiscal quarter. Any principal amount of the The Term Loans that is outstanding on the Interest-Only End Date Loan shall be payable repaid by the Borrower to Lender in 54 equal monthly installments of principal, plus all accrued but unpaid interest, beginning commencing on the date that is one month immediately following the Interest-Only End Date September 30, 2021, and continuing on the same last day of each the month thereafter through until the earliest of the following dates (“Term Loan Maturity Date”): (i) the date the Term Loan has been paid in full, (ii) the Revolver Maturity Date or (iii) the date this Agreement terminates by its terms or is terminated, as provided in this Agreement. On the Term Loan Maturity DateDate (or, at which time all amounts due if earlier, upon acceleration of the Obligations in connection accordance with the terms of this Agreement), the entire unpaid principal balance of the Term Loans and any Loan, plus all other amounts due under this Agreement Obligations relating to the Term Loan shall be immediately due and payable. Any portion of the Term Loans, once repaid, Loan that is repaid may not be reborrowed. All payments by Borrower may prepay any Term Loan to Lender in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which respect of the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice made via ACH banking transfer to Lender’s bank account per written instructions that Lender shall be signed by an Authorized Officerprovide to Borrower. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject Prior to and upon the terms and conditions of this AgreementThird Amendment Date, Borrower may has requested and Bank has made, term loans in an aggregate principal amount of $10,000,000 (the "Existing Term Loans"). As of the Third Amendment Date, the aggregate principal amount of Existing Term Loans is $10,000,000. On the Third Amendment Date, Borrower shall request and Bank agrees to make one or more a new term loans to Borrower loan in an aggregate original principal amount not to exceed Seven Million Dollars of $15,000,000 ($7,000,000) (each a “the "Term Loan” and collectively "), which shall be applied first to refinance in full the “Existing Term Loans”) at any time on or before June 30, 2017. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) secondthen, for general working capital purposes and for capital expenditures. Any As of the Third Amendment Date, Bank’s commitment to make the Tranche B Term Loans other than the initial Term Loan shall be in at least $500,000 incrementsterminated. (ii) Interest shall accrue from the date of each the Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th 15th day of the month next following the making of such Term Loanmonth, beginning on February 15, 2018, and continuing on the same day of each month each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only End Date August 15, 2019 shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date September 15, 2019 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans Loan and any other amounts due under this Agreement shall be immediately due and payable. The Term LoansLoan, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires may prepay all but not less than all of the Term Loan at any time, provided that Borrower may not reborrow any amount so prepaid, and provided further that upon any prepayment, including any prepayment due to obtain a Term Loanthe occurrence of an Event of Default, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission pay, in addition to be received no later than 3:30 p.m. Eastern time all outstanding principal and accrued interest on the Business Day prior to Term Loans, the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerPrepayment Fee. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) 3,000,000 (each a “Term Loan” and collectively ”, and, collectively, the “Term Loans”) ). Borrower may request Term Loans at any time on from the date hereof through the Availability End Date, provided that each Term Loan so requested shall be in the principal amount of $250,000 or before June 30, 2017an integral multiple thereof. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a)) and, and prior to the Interest-Only Availability End Date for the applicable Term Loan, shall be payable monthly in arrears beginning on the 20th 18th day of the month next following the making of such Term Loan, Loan and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date August 6, 2017, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and including without limitation the Aggregate Borrowing Limit set forth in Section 2.2 hereof, Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Five Million Dollars ($7,000,0005,000,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general corporate purposes, including, working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th 1st day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in thirty-three (33) equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Twelve Million Dollars ($7,000,00012,000,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a2.2(a), and prior to the Interest-Interest Only End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th first (1st) day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Interest Only End Date shall be payable in in, (i) if Borrower achieves the IND Milestone, twenty-four (24) or (ii) if Borrower does not achieve the IND Milestone, thirty (30), equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date Amortization Start Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission email to be received no later than 12:30 Pacific time (3:30 p.m. Eastern time time) on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a result of such reliance. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) the Term Loan Amount (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the Second Amendment Effective Date through the Availability End Date. The proceeds of the Term Loans shall be used used: (Ai) first, to refinance all outstanding Indebtedness owed to Bank by Borrower under the aggregate principal amount of all term loans then outstanding under this AgreementTerm Loans A and Term Loan B, (ii) second, to fund expenses related Borrower’s clinical trials, and (Biii) secondthird, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 incrementspurposes. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date shall be payable monthly in arrears beginning on the 20th 24th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any the Term Loan in whole or in part Loans without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 34) Section 6.6 2.3(a)(i) of the Loan Agreement is hereby amended and restated restated, as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one or more (1) term loans loan to Borrower in an the aggregate original principal amount not to exceed Seven of Two Million Dollars ($7,000,0002,000,000) (each a the “Term Loan” and collectively the “Term Loans”) at any time on or before June 30, 2017). The proceeds of the Term Loans Loan shall be used (A) first, to refinance the aggregate principal amount all outstanding Indebtedness of all term loans then outstanding under this AgreementBorrower to Western Alliance Bank, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 incrementscorporate purposes. (ii) Interest shall accrue from the date of each the Term Loan at the rate specified in Section 2.3(a), ) and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th 13th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date and continuing on the same day of each month thereafter through the Term Loan Maturity Date. On the Term Loan Maturity Date, at which time all all 1. amounts due in connection with the Term Loans Loan and any other amounts due under this Agreement shall be immediately due and payable. The Term LoansLoan, once repaid, may not be reborrowed. Borrower may prepay all or any portion of the Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a hereby requests that Bank make the Term LoanLoan on the Closing Date or as soon as practicable thereafter. To further document this request, Borrower shall will notify Bank (which notice shall be irrevocable) by facsimile transmission email to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs, and expenses suffered by Bank as a result of such reliance. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one or more (1) term loans loan to Borrower in an aggregate original a principal amount not equal to exceed Seven Fifteen Million Dollars ($7,000,00015,000,000) (each a the “Term Loan” and collectively the “Term Loans”) at any time on or before June 30), 2017. The proceeds of the Term Loans Loan shall be used (A) first, to refinance all outstanding Term Loans (as such term is defined immediately prior to the aggregate principal amount of Sixth Amendment Effective Date), and all term loans then outstanding under this Agreementaccrued interest thereon on or about the Sixth Amendment Effective Date, and (B) second, for general corporate purposes and working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each the Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Interest Only End Date shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount portion of the Term Loans Loan that is outstanding on the Interest-Interest Only End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning . Beginning on the date that is one month immediately following the Interest-Interest Only End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans Loan and any other amounts due under this Agreement shall be immediately due and payable. The Term LoansLoan, once repaid, may not be reborrowed. Borrower may prepay all or any portion of the Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a hereby requests that Bank make the Term LoanLoan on or about the Sixth Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of or Exhibit C. The notice shall be signed by an Authorized Officer. Borrower hereby requests that Bank make the Term Loan on or about the Sixth Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan is lo be made. Such notice shall be substantially in the form or Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 6.7(a) of the Loan Agreement is hereby amended and restated restated. as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Five Hundred Thousand Dollars ($7,000,000500,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th 12th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 24 equal monthly installments installments 1. of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date May 12, 2013 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request each Lender, severally and Bank agrees to make one or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) (each jointly, will fund a “Request of a Term Loan” and collectively , up to the “Maximum Term Loans”) at any time on or before June 30Loan Amount, 2017to Borrowers in the amount equal to the Lender’s Term Loan Commitment Percentage in accordance with this Section 2.3. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be advanced in at least $500,000 increments. (ii) Interest shall accrue from the date of draws, each on a Term Loan at Funding Date (including the rate specified Automatic Final Funding) and shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) consecutive monthly installments each in Section 2.3(a), and prior an amount equal to an amount calculated on a 84 month amortization basis commencing six months after the Interest-Only End Date initial request of the Term Loan (it being understood that the amortization shall be payable monthly in arrears beginning on increased by the 20th day amount of the Automatic Final Funding when made based on an 84 month next following the making of such Term Loan, amortization schedule) and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date and continuing on the same first day of each month thereafter through followed by a final payment of all unpaid principal, accrued and unpaid interest and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3. The Term Loan may consist of Domestic Rate Loans or Eurodollar Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan Maturity Dateas a Eurodollar Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a Eurodollar Rate Loan, at which time all amounts due in connection Borrowing Agent shall comply with the Term Loans notification requirements set forth in Sections 2.2(b) and/or (e) and any other amounts due under this Agreement the provisions of Sections 2.2(b) through (h) shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premiumapply. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3d) Section 6.6 2.6(a) of the Loan Agreement is hereby amended shall be deleted in its entirety and restated replaced as follows:

Term Loan. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request from and after the date of this Agreement through June 29, 1999, Bank agrees will make Term Advances from time to make one or more term loans time to Borrower in an aggregate original principal amount not to exceed Seven Million the Committed Line, provided that no Term Advance shall be for less than One Hundred Thousand Dollars ($7,000,000) (each a “Term Loan” and collectively the “Term Loans”) at any time on or before June 30, 2017100,000). The proceeds of the Term Loans shall Advances may be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, purchase Equipment and (B) second, for general working capital purposes and for capital expenditurescorporate purposes. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue on each Term Advance from the date of each Term Loan such Advance at the rate specified in Section 2.3(a2.2(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the making of such Term Loan, and continuing on the same twenty-seventh (27th) calendar day of each month thereafterthrough June 20, 1999. Any principal amount of the The aggregate Term Loans that is Advances outstanding on the Interest-Only End Date June 20, 1999 shall be payable repaid in twelve (12) equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date July 20, 1999, and continuing on the same twentieth (20th) calendar day of each month thereafter through the Term Loan Maturity Date. All outstanding obligations under this Agreement, at which time all amounts due in connection with including, but not limited to, any accrued and unpaid interest and other unpaid charges or principal balances, shall be payable on the Term Loans and any other amounts due under this Agreement shall be immediately due and payableMaturity Date. Term LoansAdvances, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iiib) When Borrower desires to obtain a Term LoanAdvance, Borrower shall will notify Bank (which notice shall be irrevocable) by facsimile transmission to be received or telephone no later than 3:30 3:00 p.m. Eastern time California time, on the Business Day prior to the date on which that the Term Loan Advance is to be made. Such notice notification shall be promptly confirmed by a Payment/Advance Form in substantially in the form of Exhibit C. The notice EXHIBIT B hereto. Bank shall be signed entitled to rely on any telephonic notice given by an Authorized a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of each Term Advance to Borrower's deposit account. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject Prior to and upon the terms and conditions of this AgreementFourth Amendment Date, Borrower may has requested and Bank has made, term loans in an aggregate principal amount of $5,000,000 (the “Existing Term Loan”). As of the Fourth Amendment Date, the aggregate principal amount of Existing Term Loans is $5,000,000. On the Fourth Amendment Date, Borrower shall request and Bank agrees to make one or more a new term loans to Borrower loan in an aggregate original principal amount not to exceed Seven Million Dollars of $15,000,000 ($7,000,000) (each a the “Term Loan” and collectively ”), which shall be applied to refinance in full the “Existing Term Loans”) at any time on or before June 30, 2017. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each the Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date April 13, 2019 shall be payable monthly in arrears beginning on the 20th 13th day of the month next following the making of such Term Loanmonth, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only End Date April 13, 2019 shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date May 13, 2019 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans Loan and any other amounts due under this Agreement shall be immediately due and payable. The Term LoansLoan, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires may prepay all but not less than all of the Term Loan at any time, provided that Borrower may not reborrow any amount so prepaid, and provided further that upon any prepayment, including any prepayment due to obtain a Term Loanthe occurrence of an Event of Default, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission pay, in addition to be received no later than 3:30 p.m. Eastern time all outstanding principal and accrued interest on the Business Day prior to Term Loans, the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized OfficerPrepayment Fee. 3b) Section 6.6 2.3(a) of the Loan Agreement is hereby amended and restated to read as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and (x) Bank agrees to shall make one or more term loans a Term Loan to Borrower in an aggregate original principal amount not to exceed Seven Eight Million Dollars ($7,000,0008,000,000), consisting of Tranche I and Tranche II, (y) (each a “Term Loan” and collectively the “Term Loans”) at any time Tranche I shall be funded on or before June 30about the Closing Date, 2017and (z) Tranche II shall be funded upon satisfaction of the conditions set forth in Section 3.2 hereof not later than 18 months from the Closing Date. The proceeds of the Term Loans Loan shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each a Term Loan is made at the rate specified in Section 2.3(a2.2(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th ninth (9th) calendar day of the month next following in which the making of such Term LoanLoan is made, and continuing on the same calendar day of each month thereaftertherereafter. Any principal amount Borrower shall repay the balance of the Term Loans Loan that is outstanding on the Interest-Only End Date shall be payable date that is 18 months from the Closing Date, in 30 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following 19 months from the Interest-Only End Date Closing Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans Loan and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay all or any part of the Term Loan in whole or in part without penalty or premium, but may not reborrow any amount, once repaid. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or email to be received no later than 3:30 p.m. Eastern time on three (3) Business Days before the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a result of such reliance. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Three Million Dollars ($7,000,0003,000,000) (each a “Term Loan” Loan “ and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than to refinance the initial Term Loan shall be in at least $500,000 incrementsBorrower’s Indebtedness to Danversbank. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Twelve Million Dollars ($7,000,00012,000,000) (each a “Term Loan” and collectively the “Term Loans”). The initial Term Loan shall be in a principal amount of at least Ten Million Dollars ($10,000,000), the first proceeds of which Borrower shall use to repay all indebtedness that Borrower owes to Silicon Valley Bank pursuant to the SVB Loan Agreement and for working capital and other general corporate purposes. Borrower may request one (1) additional Term Loan at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital and corporate purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued but unpaid interest, beginning on the date that is one month immediately following the Interest-Only End Date January 1, 2020, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Notwithstanding the foregoing, if the Availability End Date is extended to June 30, 2020, then any Term Loans outstanding on such date shall be payable in twenty four (24) equal monthly installments of principal, plus all accrued but unpaid interest, beginning on July 1, 2020, and continuing on the same day each month thereafter through the Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) Borrower may prepay all but not less than all of the outstanding Term Loans, provided that Borrower shall pay a prepayment fee equal to (i) 2.0% of the amount prepaid before the first anniversary of the Closing Date, (ii) 1.0% of the amount prepaid on or after the first anniversary but before the second anniversary of the Closing Date, and 0% for any prepayment on or after the second anniversary of the Closing Date. (iv) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or email to be received no later than 3:30 p.m. Eastern time Time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, out-of-pocket loss or reasonable documented out-of-pocket costs and expenses suffered by Bank as a result of such reliance (except to the extent such damages, losses, costs or expenses result from Bank’s gross negligence or willful misconduct). 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Five Million Dollars ($7,000,0005,000,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general corporate purposes and working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th 19th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 30 equal monthly installments of TheRealReal, Inc. LSA 1 principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (ia) Subject to and upon the terms and conditions of this Agreement, Borrower may request each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and Bank agrees severally) to make one or more term loans (collectively, all such term loans by all such Lenders, the “Term Loan”) to Borrower Borrowers in an aggregate original principal amount not equal to exceed Seven Million Dollars ($7,000,000) such Lender’s Pro Rata Share of the Term Loan Amount. The Term Loan may be made pursuant to 2 or more draws by the Borrowers (each a “Term Loan” Loan Draw”). The first Term Loan Draw shall be funded on the Closing Date and collectively the “shall be in a minimum amount of $75,000,000. Borrowers may request additional Term Loans”) Loan Draws at any time on or before after the Closing Date through and including June 30, 20172007. The proceeds aggregate outstanding amount of all Term Loan Draws shall not exceed the Term Loan Amount. The maximum amount of any Term Loan Draw may not exceed, when funded, the Term Loan Availability on such date. Each Term Loan Draw shall be in a minimum amount of $10,000,000 and integral multiples of $500,000 in excess thereof, or the remaining unfunded amount of the Term Loans Loan. (b) Commencing on July 1, 2007 and continuing on the first day of each calendar quarter thereafter through the Maturity Date, Borrowers shall be used repay the Term Loan in an amount equal to the quotient obtained by dividing (Aa) firstthe outstanding principal balance of the Term Loan as of the end of business on June 30, to refinance 2007 by (b) 28. The outstanding unpaid principal balance and all accrued and unpaid interest on the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be due and payable on the earliest of (i) the Maturity Date, (ii) the date of the acceleration of the Term Loan in at least $500,000 incrementsaccordance with the terms hereof, and (iii) the date of termination of this Agreement pursuant to Section 8.1(c). All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. (c) Borrowers may make voluntary prepayments of principal with respect to the Term Loan from time to time so long as: (i) Administrative Borrower provides Agent not less than 3 Business Days prior written notice of such prepayment, and (ii) Interest shall accrue from the date amount of each Term Loan at any prepayment is in a minimum amount of $100,000 and integral multiples thereof, or the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day remaining principal balance of the month next following the making of such Term Loan, and continuing on the same day of each month thereafterif less. Any principal amount of the Term Loans that is outstanding on the Interest-Only End Date such voluntary prepayments shall be payable applied to installments due thereunder in equal monthly installments the inverse order of principal, plus all accrued interest, beginning on the date that is one month immediately following the Interest-Only End Date and continuing on the same day of each month thereafter through their maturity. Amounts repaid under the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (ia) Subject to and upon Through December 31, 2003 (the terms and conditions of this Agreement"Term Loan Availability End Date"), Borrower may request and Bank agrees to shall make one or more term loans advances ("Term Loan Advance" and, collectively, "Term Loan Advances") to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) (each a “exceeding the Term Loan” and collectively . Expect as provided below, each Term Loan Advance under the “Term Loans”) at any time on or before June 30, 2017. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least made by Bank on the first (1st) day of the month. Notwithstanding the foregoing, if Borrower requests a Term Loan Advance on a day other than the first (1st) day of the month, such Term Loan Advance shall be deemed to have occurred on and interest shall be calculated beginning with the first day of such month. Each Term Loan Advance must be for a minimum amount of One Hundred Thousand Dollars ($500,000 increments100,000.00). (iib) Interest shall accrue accrues from the date of each Term Loan Advance at the per annum rate specified described in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly in arrears beginning on the 20th day of the month next following the making of such Term Loan, and continuing on the same day Payment Date of each month thereaftercommencing with the initial Payment Date following each such Term Loan Advance. Any principal amount of the Each Term Loans that is outstanding on the Interest-Only End Date Loan Advance shall be payable in (i) thirty-six (36) equal monthly installments of principal, plus all PLUS (ii) monthly payments of accrued interest, beginning on the date that is one month immediately first Payment Date following the Interest-Only End Date such Term Loan Advance and continuing on the same day of each month Payment Date thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with Date applicable to such Term Loan Advance. Borrower shall have the right to pre-pay Term Loans and any other amounts due under this Agreement shall be immediately due and payableLoan Advances without penalty. Term Loans, once repaid, Loan Advances when repaid may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iiic) When Borrower desires to To obtain a Term LoanLoan Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:30 3:00 p.m. Eastern time on the one (1) Business Day prior to before the date day on which the Term Loan Advance is to be made. Such The notice shall be substantially in the form of Exhibit C. The notice shall B (Payment/Advance Form) must be signed by an Authorized Officera Responsible Officer or designee." 3) Section 6.6 of the 6. The Loan Agreement is hereby amended by deleting in its entirety Section 2.2 entitled "Overadvances". 7. The Loan Agreement is hereby amended by deleting the following text appearing as the first two sentences of Section 2.3(a) entitled "Interest Rate": "Advances under the Committed Revolving Line shall accrue interest on the outstanding principal balance of the Committed Revolving Line at a per annum rate described on the INTEREST RATE SUPPLEMENT TO AGREEMENT attached hereto and restated as followsincorporated by reference herein. Equipment Advances under the Committed Equipment Line shall accrue interest on the outstanding principal balance of the Committed Equipment Line at a per annum rate equal to the Bank's Prime Rate." and inserting in lieu thereof the following: "Advances under the Committed Revolving Line shall accrue interest on the outstanding principal balance at a per annum rate equal to the Bank's Prime Rate. Equipment Advances under the Committed Equipment Line shall accrue interest on the outstanding principal balance at a per annum rate equal to the Bank's Prime Rate. Term Loan Advances under the Term Loan shall accrue interest on the outstanding principal balance at a per annum rate equal to the Bank's Prime Rate." 8. The Loan Agreement is hereby amended by incorporating into Section 2.4 entitled "Fees" the following text to appear immediately following paragraph (d) thereof:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Three Million Dollars ($7,000,0003,000,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 incrementspurposes. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date shall be payable monthly in arrears beginning on the 20th 15th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one 15th day of the month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Two Million Dollars ($7,000,0002,000,000) (each a “Term Loan” Loan “ and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 incrementsBorrower’s existing credit facility with Comerica. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one first day of the month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 5:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officera Responsible Officer or its designee. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Sixteen Million Dollars ($7,000,00016,000,000) (each a “Term Loan” and collectively the “Term Loans”). 1. Eleven Million Dollars ($11,000,000) at any time of the Term Loans (“Tranche A”) shall be advanced to the Borrower on or before June 30, 2017the Closing Date. The proceeds of the Tranche A Term Loans shall be used (A) first, first to refinance Borrower’s existing Indebtedness to Bank and the aggregate principal amount of all term loans then outstanding under this AgreementUNC Debt, and (B) second, with any amounts remaining thereafter used for general working capital purposes and for capital expenditures. Any The remaining Five Million Dollars ($5,000,000) of the Term Loans other than the initial Term Loan (“Tranche B”) shall be available through the Tranche B Availability End Date, provided that Borrower achieves the Performance Milestone. Funds will be available under Tranche B as soon as Borrower delivers to Bank evidence satisfactory to Bank that Borrower has achieved the Performance Milestone. Each Tranche B Term Loan, except the last Tranche B Term Loan, must be in at least a minimum amount of $500,000 increments500,000. The proceeds of the Tranche B Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a2.2(a), and prior to during the Interest-Only End Date Period interest on the applicable Term Loan shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the last day of the Interest-Only End Date Period shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following next day after the last day of the Interest-Only End Date Period (the “Conversion Date”), and continuing on the same day of each month thereafter through in amounts that would fully amortize each applicable Term Loan, as of the Term Loan Maturity Conversion Date, at which time all over the Repayment Period. All amounts remaining due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payablepayable on the Term Loan Maturity Date. Term Loans, once repaid, may not be reborrowed. Subject to payment of the Prepayment Fee as set forth in Section 2.4(c) hereof, Borrower may prepay any Term Loan in whole or in part without any penalty or additional premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or email to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be given by a Loan Advance/Paydown Request Form in substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. Bank shall be entitled to rely on any notice given by a person whom Bank reasonably believes to be an Authorized Officer, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a result of such reliance. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Million Dollars ($7,000,000) (each a “Term Loan” and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 incrementspurposes. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th last day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one last day of the month immediately following Otonomy, Inc. LSA Execution Version 1 the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows:

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Twelve Million Dollars ($7,000,00012,000,000) (each a “Term Loan” and collectively the “Term Loans”). The initial Term Loan shall be in a principal amount of at least Ten Million Dollars ($10,000,000), the first proceeds of which Borrower shall use to repay all indebtedness that Borrower owes to Silicon Valley Bank pursuant to the SVB Loan Agreement and for working capital and other general corporate purposes. Borrower may request one (1) additional Term Loan at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital and corporate purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th first day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued but unpaid interest, beginning on the date that is one month immediately following the Interest-Only End Date January 1, 2020, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Notwithstanding the foregoing, if the Availability End Date is extended to June 30, 2020, then any Term Loans outstanding on such date shall be payable in twenty four (24) equal monthly installments of principal, plus all accrued but unpaid interest, beginning on July 1, 2020, and continuing on the same day each month thereafter through the Maturity Date, at which time all outstanding amounts due in connection with the Term Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a may prepay all but not less than all of the outstanding Term LoanLoans, provided that Borrower shall notify Bank pay a prepayment fee equal to (which notice shall be irrevocablei) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 2.0% of the Loan Agreement is hereby amended amount prepaid before the first anniversary of the Closing Date, (ii) 1.0% of the amount prepaid on or after the first anniversary but before the second anniversary of the Closing Date, and restated as follows:0% for any prepayment on or after the second anniversary of the Closing Date.

Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Borrower may request and Bank agrees to make one (1) or more term loans to Borrower in an aggregate original principal amount not to exceed Seven Four Million Dollars ($7,000,0004,000,000) (each a “Term Loan” Loan “ and collectively the “Term Loans”) ). Borrower may request Term Loans at any time on or before June 30, 2017from the date hereof through the Availability End Date. The proceeds of the Term Loans shall be used (A) first, to refinance the aggregate principal amount of all term loans then outstanding under this Agreement, and (B) second, for general working capital purposes and for capital expenditures. Any Term Loans other than the initial Term Loan shall be in at least $500,000 increments. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date for the applicable Term Loan shall be payable monthly in arrears beginning on the 20th 9th day of the month next following the making of such Term Loan, and continuing on the same day of each month thereafter. Any principal amount of the Term Loans that is are outstanding on the Interest-Only Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one 9th day of the month immediately following the Interest-Only Availability End Date Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan in whole or in part without penalty or premium. (iii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day prior to the date day on which the Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer. 3) Section 6.6 of the Loan Agreement is hereby amended and restated as follows: