Sorrento Therapeutics, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT SORRENTO THERAPEUTICS, INC.
Sorrento Therapeutics, Inc. • October 8th, 2019 • Services-commercial physical & biological research • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 8th, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 7, 2019, between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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UNDERWRITING AGREEMENT between SORRENTO THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • May 15th, 2014 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York

The undersigned, Sorrento Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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SERIES B COMMON STOCK PURCHASE WARRANT SORRENTO THERAPEUTICS, INC.
Sorrento Therapeutics, Inc. • June 28th, 2019 • Services-commercial physical & biological research • New York

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT BY AND AMONG KI EQUITY PARTNERS V, LLC AND QUIKBYTE SOFTWARE, INC. DATED AS OF MARCH 2, 2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of this 2nd day...
Securities Purchase Agreement • March 6th, 2007 • Quikbyte Software Inc • Blank checks • Colorado
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23,625,084 Shares SORRENTO THERAPEUTICS, INC. UNDERWRITING AGREEMENT (this “Agreement”)
Underwriting Agreement • April 13th, 2017 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 7th, 2012 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • Delaware

This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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SORRENTO THERAPEUTICS, INC., Issuer
Indenture • March 13th, 2020 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

INDENTURE, dated as of , 20 , by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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SORRENTO THERAPEUTICS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
Sorrento Therapeutics, Inc. • November 9th, 2017 • Services-commercial physical & biological research • New York
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SORRENTO THERAPEUTICS, INC. and PHILADELPHIA STOCK TRANSFER, INC., Rights Agent Amended and Restated Rights Agreement Dated as of December 21, 2015
Rights Agreement • December 21st, 2015 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”) dated as of December 21, 2015, by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc., as rights agent (the “Rights Agent”), amends and restates the Amended and Restated Rights Agreement, dated December 22, 2014 (the “First Restated Rights Agreement”), by and between the Company and the Rights Agent, which agreement amended and restated the Rights Agreement, dated November 7, 2013 (the “Original Agreement”) by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as the original rights agent.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2014 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2014, is by and among Conkwest, Inc., a Delaware corporation (the “Company”), and each of the undersigned purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).

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SERIES C COMMON STOCK PURCHASE WARRANT SORRENTO THERAPEUTICS, INC.
Sorrento Therapeutics, Inc. • June 28th, 2019 • Services-commercial physical & biological research • New York

THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [six months of the Issue Date] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock (as subject to adjustment hereunder, the “Warrant Shares”); provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise in cash of the Series B Common Stock Purchase Warrant as compared with all Series B Common Stock Purchase Warrants issued to the Holder on the Issue Date (“Vesting Schedule”). B

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 15th, 2013 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 27, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SORRENTO THERAPEUTICS, INC., a Delaware corporation (“Parent”), and IGDRASOL, INC., a Delaware corporation, with offices located at 6042 Cornerstone Court, Suite B, San Diego, CA 92121 (individually and collectively, jointly and severally, “Borrower”), provides the terms on

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • February 11th, 2020 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2020 by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 11th, 2020 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, by and between SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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Sorrento Therapeutics, Inc. COMMON STOCK AMENDED AND RESTATED SALES AGREEMENT
Sales Agreement • December 3rd, 2021 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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Sorrento Therapeutics, Inc. $75,000,000 Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: October 1, 2019
Equity Distribution Agreement • October 1st, 2019 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York

Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JMP Securities LLC (the “Placement Agent”), as follows:

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LEASE UNIVERSITY CENTER WEST HCP UNIVERSITY CENTER WEST LLC,
Lease • March 16th, 2015 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2007 • Quikbyte Software Inc • Blank checks • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of this 26th day of March, 2007, by and among QuikByte Software, Inc., a Colorado corporation (the “Company”), and Garisch Financial, Inc., an Illinois corporation (“Holder”).

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AGREEMENT
Agreement • March 26th, 2007 • Quikbyte Software Inc • Blank checks • Florida

THIS AGREEMENT is effective as of March 26, 2007, by and between Vero Management, L.L.C., a Delaware limited liability company with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Vero”) and QuikByte Software, Inc., a corporation organized and existing under the laws of the state of Colorado, with its principal place of business located at 936A Beachland Boulevard, Suite 13, Vero Beach, FL 32963 (“Client”). Vero and Client may each be referred to as a “Party” or collectively as the “Parties.”

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SORRENTO THERAPEUTICS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
Sorrento Therapeutics, Inc. • November 4th, 2014 • Services-commercial physical & biological research • New York

Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:

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COMMON STOCK PURCHASE WARRANT
Sorrento Therapeutics, Inc. • March 16th, 2015 • Services-commercial physical & biological research

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cambridge Equities, LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time and from time to time on or after December 22, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), up to 1,724,138 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2016 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated this 3rd day of April, 2016, by and between SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and YUHAN CORPORATION, a company duly organized under the laws of the Republic of Korea (the “Purchaser”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2022 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2022, is made and entered into by and among, (i) Scilex Holding Company, a Delaware corporation formerly known as Vickers Vantage Corp. I (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”); and (iii) Sorrento Therapeutics, Inc. (the “Legacy Scilex Equityholder” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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SORRENTO THERAPEUTICS, INC., Issuer
Indenture • November 9th, 2017 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • New York

INDENTURE, dated as of , 20 , by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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LOCK-UP AGREEMENT
Lock-Up Agreement • September 30th, 2009 • Quikbyte Software Inc • Blank checks

The undersigned, a holder of shares of Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), and/or QuikByte Software, Inc., a Colorado corporation (together with its successors, “Parent”), will hold shares of common stock, $0.0001 par value, of Parent (“Parent Shares”) after the transactions contemplated by that certain Merger Agreement, dated as of July 14, 2009 by and among Sorrento, Parent, Sorrento Merger Corp., Inc., a Delaware corporation, Stephen Zaniboni, an individual as the Stockholders’ Agent thereunder, and Glenn Halpryn, an individual as Parent Representative thereunder, as amended (the “Merger Agreement”). For good and valuable consideration, the undersigned hereby irrevocably agrees that following the closing of the merger contemplated under the Merger Agreement (the “Merger”), the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be ex

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STOCK PURCHASE AGREEMENT BY AND BETWEEN
Stock Purchase Agreement • September 26th, 2023 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

THIS STOCK PURCHASE AGREEMENT is made and entered into as of September 21, 2023 (this “Agreement”), by and between Scilex Holding Company, a Delaware corporation (the “Purchaser”) and Sorrento Therapeutics, Inc., a Delaware corporation (the “Seller”). Purchaser and the Seller are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

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Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets...
Term Loan Agreement • March 3rd, 2020 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This TERM LOAN AGREEMENT, dated as of November 7, 2018, as amended by Amendment No. 1, dated as of May 3, 20192019, and Amendment No. 2, dated as of December 6, 2019, is entered into among SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto as Guarantors, the Lenders, and OAKTREE FUND ADMINISTRATION, LLC, in its capacity as administrative agent and collateral agent for the Lenders (together with its permitted successors in such capacity, the “Agent”).

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ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
Assignment, Assumption and Release Agreement • September 26th, 2023 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is executed on September 21, 2023 (the “Effective Date”), by and among Scilex Holding Company (“Scilex”), Oramed Pharmaceuticals Inc. (“Oramed”), Sorrento Therapeutics, Inc. (“Sorrento”), and Scintilla Pharmaceuticals, Inc. (together with Sorrento, the “Debtors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 9th, 2021 • Sorrento Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Registration Rights Agreement (this “Agreement”) is made as of March 4, 2021, by and between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and the Icahn School of Medicine at Mount Sinai (the “Purchaser”).

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SORRENTO THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2014 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

This Employment Agreement (this “Agreement”), effective as of December 19, 2013 (the “Effective Date”), is made by and between Sorrento Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Zhenwei (or “David”) Miao (the “Executive”) (collectively referred to herein as the “Parties”).

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SORRENTO THERAPEUTICS, INC. INDEMNITY AGREEMENT
Indemnity Agreement • October 23rd, 2009 • Quikbyte Software Inc • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [—], by and between SORRENTO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [—] (“Agent”).

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SORRENTO THERAPEUTICS, INC. Employment Agreement
Employment Agreement • May 10th, 2016 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

This Employment Agreement (this “Agreement”), dated as of April 5, 2016 (the “Effective Date”), is made by and between Sorrento Therapeutics, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Kevin Herde (the “Executive”) (collectively referred to herein as the “Parties”).

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 21st, 2016 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 25th day of September, 2015 (the “Effective Date”) by and between LA Cell, Inc., a Delaware corporation with a principal place of business at 9380 Judicial Drive, San Diego, CA 92121 (“Licensee”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 26th, 2017 • Sorrento Therapeutics, Inc. • Services-commercial physical & biological research • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of November 23, 2016 and is entered into by and among Sorrento Therapeutics, Inc., a Delaware corporation (“Parent”), Concortis Biosystems, Corp., a Delaware corporation, Ark Animal Health, Inc., a Delaware corporation, TNK Therapeutics, Inc., a Delaware corporation, Sorrento Biologics, Inc., a Delaware corporation, Scintilla Pharmaceuticals, Inc., a Delaware corporation, LA Cell, Inc., a Delaware corporation, SiniWest Holding Corp., a Delaware corporation, Levena Biopharma US, Inc., a Delaware corporation, Sorrento BioServices, Inc., a Delaware corporation, Scilex Pharmaceuticals Inc., a Delaware corporation, and each of their Qualified Subsidiaries (together with “Parent”, hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Tec

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