Common use of Borrower Reporting Clause in Contracts

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Issuance Notice, no later than 8:35 a.m., New York City time, on the Trading Day immediately following the date of the Share Issuance Notice. Attention: [ ] Re: Endologix, Inc. (the “Borrower”) Ladies and Gentlemen: Pursuant to Section 3 of Exhibit 2.6 (the “Exhibit”) of that certain Amended and Restated Facility Agreement (the “Facility Agreement”), dated as of August 9, 2018, between the Borrower and the Lenders party thereto from time to time (each an “Lender” and collectively, the “Lenders”), the Borrower has delivered to the Lenders a Share Issuance Notice (as defined in the Exhibit), dated as of [ , ], pursuant to which the Borrower has elected to satisfy certain payment obligations under the Facility Agreement by issuing shares of Common Stock to the Lenders. Capitalized terms used but not defined herein shall have the meanings set forth in the Facility Agreement or the Exhibit, as applicable. We are counsel for the Borrower and have been requested to furnish to you an opinion with respect to all of the shares of Common Stock of the Borrower that will be issued to the Lenders in connection the abovementioned Share Issuance Notice (the “Shares”). As a basis for this opinion, we have received and reviewed (1) the Facility Agreement, including the Exhibit, (2) the Share Issuance Notice, (3) an officer’s certificate from the Borrower and (4) such other documents as we have deemed relevant or necessary. On the basis of the foregoing and assuming the accuracy of the aforementioned representations of each Lender, it is our opinion that the Shares may be resold by each Lender without restriction under the Securities Act of 1933, as amended, and, accordingly, the Shares may be issued without any restrictive legend to each Lender or its designee in accordance with each such Lender’s instructions with respect to Shares delivered to such Lender. Any questions concerning the foregoing opinion should be communicated to [ ] of this firm. Very truly yours, [_____________________________] _____________________________ [__________________],[_______________] cc: [Lenders] THE SECURITIES REPRESENTED BY THIS NOTE (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR INDEBTEDNESS ARRANGEMENT SECURED BY THE SECURITIES. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275-3: THE BORROWER (AS DEFINED BELOW) WILL MAKE AVAILABLE ON REQUEST TO HOLDER(S) OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. THIS NOTE IS BEING AMENDED AND RESTATED AS PART OF AND PURSUANT TO A PLAN OF RECAPITALIZATION AND REORGANIZATION OF THE BORROWER DESCRIBED IN SECTION 368(A)(1)(E) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. First Out Waterfall Lender: _____________________ Original Issue Date: April 3, 2017 Principal Amount: $[__________] [Re-Issuance Date: January 1, 2018]1 FOR VALUE RECEIVED, the undersigned, Endologix, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the First Out Waterfall Lender set forth above (the “Lender”) the “Principal Amount” set forth above, or, if less, the aggregate unpaid Principal (as defined below) amount of the First Out Waterfall Loan (as defined in the Facility Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Facility Agreement. The Borrower promises to pay interest on the outstanding Principal amount of the First Out Waterfall Loan and any overdue interest from and after the Amendment and Restatement Date (as defined below) until such outstanding Principal amount of the First Out Waterfall Loan and any overdue interest are paid in full, payable at such times and at such interest rates as are specified in the Facility Agreement. The Borrower promises to pay any Non-Callable Make Whole Amount, any CoC Fee and the First Out Waterfall Exit Payment (each, as defined in the Facility Agreement) that is due on the First Out Waterfall Loan in accordance with the Facility Agreement. In lieu of making any payment of interest in cash (but not (i) interest payable pursuant to the second sentence of Section 2.6(a) of Facility Agreement, (ii) interest payable-in-kind or (iii) in connection with any Event of Default or late payment hereunder or any other interest payable pursuant to Section 2.7 of the Facility Agreement) and subject to the conditions set forth in Section 2.6 of the Facility Agreement and Exhibit 2.6 to the Facility Agreement, the Borrower may elect to satisfy all or any such payment by the issuance to the Lender of shares of Freely Tradable Common Shares (as defined in Exhibit 2.6) in accordance with the provisions of Exhibit 2.6. This First Out Waterfall Note (this “Note”) was originally issued on April 3, 2017[, reissued on January 1, 2018],2 and amended and restated on August 9, 2018 (the “Amendment and Restatement Date”) and is one of the “First Out Waterfall Notes”, “Loan Notes” and “Notes” referred to in, and is entitled to the benefits of, the Amended and Restated Facility Agreement, dated as of August 9, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Facility Agreement”), by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and Deerfield Private Design Fund IV, L.P., as agent for the Secured Parties, and the other Loan Documents. The Facility Agreement, among other things, (a) provides for the making of a First Out Waterfall Loan by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the “Principal Amount” set forth above, the indebtedness of the Borrower resulting from such First Out Waterfall Loan being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid Principal amount of this Note upon the happening of certain stated events and also for prepayments pursuant to Section 2.3(c) or Section 5.3 of the Facility Agreement on account of the Principal hereof prior to the maturity hereof upon the terms and conditions specified therein.

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Issuance NoticeNotice include the amount of principal or interest to which such Share Issuance Notice relates, no later than 8:35 a.m., New York City time, on the Trading Day immediately following the date the applicable Share Issuance Notice is sent by the Borrower. In addition, if as of the end of the Issuance Period in respect of any Share Issuance Notice, the Credit Amounts for such Issuance Period are less than the Share Issuance Amount specified in the Share Issuance Notice (such shortfall, the “Unsatisfied Principal Amount”), then no later than 8:35 a.m., New York City time, on the Trading Day immediately following the expiration of such Issuance Period, the Borrower shall file with the SEC a Current Report on Form 8-K disclosing the portion of the Share Issuance Notice. Attention: [ ] Re: EndologixAmount that was satisfied through the issuance of Freely Tradeable Shares, Inc. (and the “Borrower”) Ladies and Gentlemen: Pursuant to Section 3 of Exhibit 2.6 (the “Exhibit”) of that certain Amended and Restated Facility Agreement (the “Facility Agreement”), dated Unsatisfied Principal Amount as of August 9, 2018, between the Borrower and the Lenders party thereto from time to time (each an “Lender” and collectively, the “Lenders”), the Borrower has delivered to the Lenders a Share Issuance Notice (as defined in the Exhibit), dated as of [ , ], pursuant to which the Borrower has elected to satisfy certain payment obligations under the Facility Agreement by issuing shares of Common Stock to the Lenders. Capitalized terms used but not defined herein shall have the meanings set forth in the Facility Agreement or the Exhibit, as applicable. We are counsel for the Borrower and have been requested to furnish to you an opinion with respect to all end of the shares of Common Stock of the Issuance Period. Borrower that will be issued to the Lenders in connection the abovementioned Share Issuance Notice (the “Shares”). As a basis for this opinion, we have received and reviewed (1) the Facility Agreement, including the Exhibit, (2) the Share Issuance Notice, (3) an officer’s certificate from the Borrower and (4) such other documents as we have deemed relevant or necessary. On the basis of the foregoing and assuming the accuracy of the aforementioned representations of each Lender, it is our opinion that the Shares may be resold by each Lender without restriction under the Securities Act of 1933, as amended, and, accordingly, the Shares may be issued without any restrictive legend to each Lender or its designee in accordance with each such Lender’s instructions with respect to Shares delivered to such Lender. Any questions concerning the foregoing opinion should be communicated to [ ] of this firm. Very truly yours, [_____________________________] _____________________________ [__________________],[_______________] cc: [Lenders] THE SECURITIES REPRESENTED BY THIS NOTE (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR INDEBTEDNESS ARRANGEMENT SECURED BY THE SECURITIES. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275-3: THE BORROWER (AS DEFINED BELOW) WILL MAKE AVAILABLE ON REQUEST TO HOLDER(S) OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. THIS NOTE IS BEING AMENDED AND RESTATED AS PART OF AND PURSUANT TO A PLAN OF RECAPITALIZATION AND REORGANIZATION OF THE BORROWER DESCRIBED IN SECTION 368(A)(1)(E) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. First Out Waterfall Lender: _____________________ Original Issue Date: April 3, 2017 Principal Amount: $[__________] [Re-Issuance Date: January 1, 2018]1 FOR VALUE RECEIVED, the undersigned, EndologixNeos Therapeutics, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the First Out Waterfall Lender set forth above (the “Lender”) the “Principal Amount” set forth above, or, if less, the aggregate unpaid Principal (as defined below) amount of the First Out Waterfall Loan (as defined in the Facility Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Facility Agreement. The Borrower promises to pay interest on the outstanding Principal amount of the First Out Waterfall Loan and any overdue interest from and after the Amendment and Restatement Date (as defined below) until such outstanding Principal amount of the First Out Waterfall Loan and any overdue interest are paid in full, payable at such times and at such interest rates as are specified in the Facility Agreement. The Borrower promises to pay any Non-Callable Make Whole Amount, any CoC Fee and the First Out Waterfall Exit Payment (each, as defined in the Facility Agreement) that is due on the First Out Waterfall Loan in accordance with the Facility Agreement. In lieu of making any payment of interest in cash (but not (i) interest payable pursuant to the second sentence of Section 2.6(a) of Facility Agreement, (ii) interest payable-in-kind or (iii) in connection with any Event of Default or late payment hereunder or any other interest payable pursuant to Section 2.7 of the Facility Agreement) and subject to the conditions set forth in Section 2.6 of the Facility Agreement and Exhibit 2.6 to the Facility Agreement, the Borrower may elect to satisfy all or any such payment by the issuance to the Lender of shares of Freely Tradable Common Shares (as defined in Exhibit 2.6) in accordance with the provisions of Exhibit 2.6. This First Out Waterfall Note (this “Note”) was originally issued on April 3, 2017[, reissued on January 1, 2018],2 and amended and restated on August 9, 2018 (the “Amendment and Restatement Date”) and is one of the “First Out Waterfall Notes”, “Loan Notes” and “Notes” referred to in, and is entitled to the benefits of, the Amended and Restated Facility Agreement, dated as of August 9, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Facility Agreement”), by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and Deerfield Deerfield Private Design Fund IVIII, L.P.L.P. and Deerfield Special Situations fund, as agent for the Secured Parties▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Procter LLP, and the other Loan DocumentsBorrower’s counsel Katten ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Deerfield’s counsel Guarantors Neos Therapeutics Commercial, LLC (DE) (NTC) Neos Therapeutics Brands, LLC (DE) (NTB) Neos Therapeutics, LP (TX) (NTLP) PharmaFab Texas, LLC (TX) (PFT) 1. The Facility Agreement, among other things, (a) provides for the making of a First Out Waterfall Loan by the Lender Second Amendment to the Borrower in an aggregate amount not to exceed at any time outstanding the “Principal Amount” set forth above, the indebtedness of the Borrower resulting from such First Out Waterfall Loan being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid Principal amount of this Note upon the happening of certain stated events and also for prepayments pursuant to Section 2.3(c) or Section 5.3 of the Facility Agreement on account of the Principal hereof prior Katten/▇▇▇▇▇▇▇ ¨ Borrower ¨ NTC ¨ NTB ¨ NTLP ¨ PFT ¨ Deerfield 2. Exhibits to the maturity hereof upon the terms Second Amendment to Facility Agreement N/A Exhibit A—Amended and conditions specified therein.Restated Note Katten/▇▇▇▇▇▇▇ N/A Exhibit B—Closing Checklist Katten/▇▇▇▇▇▇▇ N/A Exhibit C—Registration Rights Agreement Katten/▇▇▇▇▇▇▇ N/A 3. Schedules Borrower N/A

Borrower Reporting. The Borrower shall file with the SEC a Current Report on Form 8-K disclosing its delivery of a Share Issuance Notice, no later than 8:35 a.m., New York City time, on the Trading Day immediately following the date of the Share first Reference Date in each Issuance NoticePeriod. [Date] [Transfer Agent Name and Address] Attention: [ ] Re: EndologixMelinta Therapeutics, Inc. (the “Borrower”) Ladies and Gentlemen: Pursuant to Section 3 of Exhibit 2.6 2.7 (the “Exhibit”) of that certain Amended and Restated Facility Agreement (the “Facility Agreement”), dated as of August 9January 5, 2018, between the Borrower and the Lenders party thereto from time to time (each an “Lender” and collectively, the “Lenders”), the Borrower has delivered to the Lenders a Share Issuance Notice (as defined in the Exhibit), dated as of [ , [●], pursuant to which the Borrower has elected to satisfy certain payment obligations under the Facility Agreement by issuing shares of Common Stock to the Lenders. Capitalized terms used but not defined herein shall have the meanings set forth in the Facility Agreement or the Exhibit, as applicable. We are counsel for the Borrower and have been requested to furnish to you an opinion with respect to all of the shares of Common Stock of the Borrower that will be issued to the Lenders in connection the abovementioned Share Issuance Notice (the “Shares”). As a basis for this opinion, we have received and reviewed (1) the Facility Agreement, including the Exhibit, (2) the Share Issuance Notice, (3) an officer’s certificate from the Borrower and (4) such other documents as we have deemed relevant or necessary. On the basis of the foregoing and assuming the accuracy of the aforementioned representations of each Lender, it is our opinion that the Shares may be resold by each Lender without restriction under the Securities Act of 1933, as amended, and, accordingly, the Shares may be issued without any restrictive legend to each Lender or its designee in accordance with each such Lender’s instructions with respect to Shares delivered to such Lender. Any questions concerning the foregoing opinion should be communicated to [ [●] of this firm. Very truly yours, [_____________________________●] _____________________________ [__________________●],[_______________] ●} cc: [Lenders] THE SECURITIES REPRESENTED BY THIS NOTE None. None. None. N/A Cempra Pharmaceuticals, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ TDC Blue Quadrangle, LLC ▇▇▇▇ ▇. ▇▇▇▇▇▇ Avenue, Ste 210 Durham, NC 27713 Melinta Subsidiary Corp. (AS DEFINED BELOWformerly Melinta Therapeutics, Inc.) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933▇▇▇ ▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, AS AMENDED▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, OR APPLICABLE STATE SECURITIES LAWS▇▇ ▇▇▇▇▇ IHP Tri-State Assets, LLC ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Melinta Subsidiary Corp. (formerly Melinta Therapeutics, Inc.) ▇▇▇ ▇▇▇▇▇▇ ▇▇, Ste 301 New Haven, CT 06511 WE ▇▇▇▇▇▇ Street, LLC Attn: Entity 6751 PO. THE SECURITIES MAY NOT BE OFFERED FOR SALE▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, SOLD▇▇ ▇▇▇▇▇-▇▇▇▇ Targanta Therapeutics Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, TRANSFERRED OR ASSIGNED Suite 200 Montreal, Canada CIG III Technoparc Nominee Inc./Fiduciaire CIG III Technoparc Inc. Rempex Pharmaceuticals, Inc. ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ARE-SD Region No. 35, LLC Cempra Pharmaceuticals, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Level Carolina Homes, LLC .. . N/A Melinta Therapeutics, Inc. (I“Melinta”) IN THE ABSENCE OF has in agreements in place with the following companies, granting them rights to develop, license, market and sell Products in regions outside the United States: • Eurofarma for Latin America (ABaxdela) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933• Menarini for various countries in Europe and Asia (Baxdela) • Toyama for Japan (Solithromycin) Melinta has globally licensed radezolid to for the development of radezolid for a topical acne indication. Melinta has the right to opt-in to the program at various milestones, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR INDEBTEDNESS ARRANGEMENT SECURED BY THE SECURITIES. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO TREAS. REG. SECTION 1.1275but if Melinta chooses not to opt-3: THE BORROWER (AS DEFINED BELOW) WILL MAKE AVAILABLE ON REQUEST TO HOLDER(S) OF THIS NOTE THE FOLLOWING INFORMATION: ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. THIS NOTE IS BEING AMENDED AND RESTATED AS PART OF AND PURSUANT TO A PLAN OF RECAPITALIZATION AND REORGANIZATION OF THE BORROWER DESCRIBED IN SECTION 368(A)(1)(E) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. First Out Waterfall Lender: _____________________ Original Issue Date: April 3, 2017 Principal Amount: $[__________] [Re-Issuance Date: January 1, 2018]1 FOR VALUE RECEIVEDin, the undersignedproduct will be owned by . Melinta Therapeutics, EndologixInc. 100 CEM-102 Pharmaceuticals, Inc Delaware 5/16/2008 . . N/A Melinta Therapeutics, Inc. 100 Cempra Pharmaceuticals, Inc. Delaware 11/18/2005 . . N/A Melinta Therapeutics, Inc. 100 Melinta Subsidiary Corp (formerly Melinta Therapeutics, Inc.) Delaware 10/30/2000 . . N/A Melinta Subsidiary Corp 100 Rib-X Therapeutics Limited England and Wales 8/9/2005 . . 5532277 Melinta Therapeutics, Inc. 100 Rempex Pharmaceuticals, Inc. Delaware 2/15/11 . . 4940675 Rempex Pharmaceuticals, Inc. 100 Rempex London Limited England and Wales 8/29/12 .. 08194048 Rempex Pharmaceuticals, Inc. 100 Rempex Australia Pty Limited Australia 12/11/12 .. 161599391 Melinta Therapeutics, Inc. 100 Targanta Therapeutics Corporation Delaware 12/6/05 . . 4071702 Targanta Therapeutics Corporation 100 Targanta Therapeutics Inc. Canada 1/1/10 . . 454492-7 None. Authorized Stock: 80 million Issued and outstanding Stock: 21,988,942 See attached computershare report for details Options/RSUs – 2,454,416 (Table below) Legacy Cempra 912,275 Melinta 732,499 Inducement Grants 809,642 Total 2,454,416 Warrants: 31,697 MELINTA THERAPEUTICS, INC. Document Created: 1/4/2018 3:55 PM Beginning Balance 0 0 0 Shares/Units Issued 21,998,942 0 21,998,942 Retire to Unallocated 0 0 0 CLOSING BALANCE AS OF Jan 04, 2018 23,236,971 0 23,236,971 Variance 1,238,029 0 1,238,029 * Please refer to your RM for additional detail pertaining to any variances CLOSING BALANCE AS OF Jan 04, 2018 23,236,971 0 23,236,971 12/7/2017 12/7/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT008 10,000 21,998,942 0 21,998,942 12/1/2017 12/1/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT007 863 21,988,942 0 21,988,942 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT004 15,000 21,988,079 0 21,988,079 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT006 1,000 21,973,079 0 21,973,079 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT005 1,000 21,972,079 0 21,972,079 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT003 5,000 21,971,079 0 21,971,079 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT002 5,000 21,966,079 0 21,966,079 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT001 15,000 21,961,079 0 21,961,079 MELINTA THERAPEUTICS, INC. Document Created: 1/4/2018 3:55 PM 11/15/2017 11/15/2017 U0000000019|UNALLOCATED Cede & Co CEMP127 10,000 21,946,079 0 21,946,079 11/9/2017 11/15/2017 R0000000060|CEMPRA 2017 REVERSE SPLIT, Shareholder SEED 10,459,938 21,936,079 0 21,936,079 11/9/2017 11/15/2017 R0000000060|CEMPRA 2017 REVERSE SPLIT, U0000000019|UNALLOCATED ADJUST 42,530 11,476,141 0 11,476,141 11/9/2017 11/10/2017 U0000000019|UNALLOCATED Nominee REV SPLIT 42,530 11,476,141 0 11,476,141 11/6/2017 11/10/2017 R0000000051|MELINTA EXCHANGE, Shareholder SEED 11,433,611 11,433,611 0 11,433,611 11/6/2017 11/7/2017 U0000000019|UNALLOCATED R0000000051|MELINTA EXCHANGE, OPN/MRGR 11,433,611 0 0 0 11/3/2017 11/6/2017 One Sided U0000000019|UNALLOCATED 8K 250,000,000 0 0 0 MELINTA THERAPEUTICS, INC. Document Created: 1/4/2018 3:55 PM CLOSING BALANCE AS OF Jan 04, 2018 68,371 11/3/2017 11/14/2017 U0000000019|UNALLOCATED Multiple Capital Accounts REV SPLIT 68,371 68,371 OPENING BALANCE 0 MELINTA THERAPEUTICS, INC. Document Created: 1/4/2018 3:55 PM CLOSING BALANCE AS OF Jan 04, 2018 899,960 12/7/2017 12/7/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT008 -10,000 899,960 12/1/2017 12/1/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT007 -863 909,960 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT004 -15,000 910,823 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT006 -1,000 925,823 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT005 -1,000 926,823 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT003 -5,000 927,823 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT002 -5,000 932,823 11/22/2017 11/22/2017 R0000000027|2011 EQUITY INCENTIVE PLAN, Cede & Co MLNT001 -15,000 937,823 11/3/2017 11/14/2017 U0000000019|UNALLOCATED Multiple Capital Accounts REV SPLIT 952,823 952,823 OPENING BALANCE 0 MELINTA THERAPEUTICS, INC. Document Created: 1/4/2018 3:55 PM CLOSING BALANCE AS OF Jan 04, 2018 18,982 11/3/2017 11/14/2017 U0000000019|UNALLOCATED Multiple Capital Accounts REV SPLIT 18,982 18,982 OPENING BALANCE 0 None. None. None. Melinta Therapeutics, Inc. Delaware Melinta Subsidiary Corp. Melinta Therapeutics, Inc. Cempra, Inc.; Cempra Holdings, LLC; Rib-X Pharmaceuticals ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Rempex Pharmaceuticals, Inc. Delaware Melinta Subsidiary Corp. Rempex Pharmaceuticals, Inc. Ravioli Acquisition Corp. 4940675 ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Targanta Therapeutics Corporation Delaware Melinta Subsidiary Corp. Targanta Therapeutics Corporation N/A 4071702 ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Melinta Subsidary Corp. Delaware Melinta Subsidary Corp. Melinta Subsidary Corp. Melinta Therapeutics, Inc. 3309624 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 301New Haven, Connecticut 06511 Cempra Pharmaceuticals, Inc. Delaware Melinta Subsidary Corp. Cempra Pharmaceuticals, Inc. N/A 4059767 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ CEM-102 Pharmaceuticals, Inc. Delaware Melinta Subsidary Corp. CEM-102 Pharmaceuticals, Inc. N/A 4548841 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Delafloxacin 450 mg oral tablet IND062772 Delafloxacin 300 mg IV solution IND076096 Radezolid Bacterial Vaginosis PIND137157 Radezolid oral IND076553 Radezolid Tablet IND111839 RX-04 PIND133508 Minocin (MDCO) IND: none Vabomere IV (MDCO) IND120040 Orbactiv IV (MDCO) IND051292 BAXDELA Delafloxacin 450 mg oral tablet NDA208610 Baxdela Delafloxacin 300 mg IV solution NDA208611 Minocin (MDCO) NDA050444 Vabomere IV (MDCO) NDA209776 Orbactiv IV (MDCO) NDA206334 Minocin (MDCO) MAA: none Vabomere IV (MDCO) MAA none- registration process pending Orbactiv IV (MDCO) MAA EU/1/15/989/001 Orbactiv IV France (MDCO) Nov 2015 Orbactiv IV Germany (MDCO) Jun 2015 None. The FDA is currently conducting a Delaware corporation general GMP inspection at Austar Pharma, the manufacturer of Baxdela tablets. Melinta Therapeutics, Inc. has in agreements in place with the following companies, granting them rights to develop, manufacture, produce, assemble, distribute, license, prepare, package, label, market and sell Products in regions outside the United States: • Eurofarma for Latin America (Baxdela) • Menarini for various countries in Europe and Asia (Baxdela) • Toyama for Japan (Solithromycin) Melinta has globally licensed radezolid to for the “Borrower”development of radezolid for a topical acne indication. Melinta has the right to opt-in to the program at various milestones, but if Melinta chooses not to opt-in, the product will be owned by . In December 2016, Cempra, Inc. received a warning letter from the FDA1 regarding the production of API for Soli at its Wockhardt, India facility. Following receipt of the letter, Cempra Inc. took steps to establish alternate supplier of API for Stoli, and Melinta Theraputics, Inc. does not consider Soli a material or critical asset. 1 ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/ICECI/EnforcementActions/WarningLetters/2016/ucm534983.htm 1. As soon as reasonably practicable, but in no event later than sixty (60) days following the Agreement Date (or such later date as may be agreed to by the Required Lenders in their sole discretion), hereby unconditionally promises the Loan Parties shall enter into Control Agreements in accordance with Section 5.1(k) of the Facility Agreement in respect of all deposit, securities, commodities and other accounts (other than Excluded Accounts) of any Loan Party existing as of or after the Agreement Date. 2. As soon as reasonably practicable, but in no event later than thirty (30) days after the Agreement Date (or such later date as may be agreed to pay by the Required Lenders in their sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent in form and substance reasonably satisfactory to Agent and the First Out Waterfall Lender Required Lenders, (i) an additional insured endorsement with respect to each liability insurance policy, (ii) a lender loss payee endorsement with respect to each property insurance policy and (iii) any other insurance endorsements required by Section 5.1(e) of the Facility Agreement, in each case, in compliance with the requirements set forth above in Section 5.1(e) of the Facility Agreement. 3. As soon as reasonably practicable, but in no event later than one (1) Business Day after the “Lender”) Agreement Date (or such later date as may be agreed to by the “Principal Amount” set forth above, or, if lessRequired Lenders in their sole discretion), the aggregate unpaid Principal Loan Parties shall deliver or cause to be delivered to Agent (as defined belowor its designee) amount all original Stock powers and proxies in respect of the First Out Waterfall Loan all Pledged Equity (as defined in the Facility Security Agreement) in form and substance reasonably satisfactory to Agent and the Required Lenders. 4. As soon as reasonably practicable, but in no event later than three (3) Business Days after the Agreement referred Date (or such later date as may be agreed to belowby the Required Lenders in their sole discretion), the Loan Parties shall deliver or cause to be delivered to ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇. ▇▇▇▇▇▇ Street, Chicago, IL 60661-3693, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, all original signature pages to all Loan Documents. 5. As soon as reasonably practicable, but in no event later than five (5) of Business Days after the Lender Agreement Date (or such later date as may be agreed to by the BorrowerRequired Lenders in their sole discretion), payable at such times the Loan Parties shall deliver or cause to be delivered to Agent (or its designee) in form and substance reasonably satisfactory to Agent and the Required Lenders, a revised original Stock certificate representing all shares in such amounts as are specified in the Facility Agreement. The Borrower promises to pay interest on the outstanding Principal amount of the First Out Waterfall Loan Melinta Subsidiary Corp. (and any overdue interest from and after the Amendment and Restatement Date (as defined below) until such outstanding Principal amount of the First Out Waterfall Loan and any overdue interest are paid in full, payable at such times and at such interest rates as are specified in the Facility Agreement. The Borrower promises to pay any Non-Callable Make Whole Amount, any CoC Fee and the First Out Waterfall Exit Payment (each, as defined in the Facility Agreement) that is due on the First Out Waterfall Loan in accordance with the Facility Agreement. In lieu of making any payment of interest in cash (but not (i) interest payable pursuant to the second sentence of Section 2.6(a) of Facility Agreement, (ii) interest payable-in-kind or (iii) in connection with any Event of Default or late payment hereunder or any other interest payable pursuant to Section 2.7 of the Facility Agreement) and subject to the conditions set forth in Section 2.6 of the Facility Agreement and Exhibit 2.6 to the Facility Agreement, the Borrower may elect to satisfy all or any such payment by the issuance to the Lender of shares of Freely Tradable Common Shares (as defined in Exhibit 2.6) in accordance with the provisions of Exhibit 2.6. This First Out Waterfall Note (this “Note”) was originally issued on April 3, 2017[, reissued on January 1, 2018],2 and amended and restated on August 9, 2018 (the “Amendment and Restatement Date”) and is one of the “First Out Waterfall Notes”, “Loan Notes” and “Notes” referred to in, and is entitled to the benefits of, the Amended and Restated Facility Agreement, dated as of August 9, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Facility Agreement”corresponding original Stock power), by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and Deerfield Private Design Fund IV, L.P., as agent for the Secured Parties, and the other Loan Documents. The Facility Agreement, among other things, (a) provides for the making of a First Out Waterfall Loan by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the “Principal Amount” set forth above, the indebtedness of the Borrower resulting from such First Out Waterfall Loan being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid Principal amount of this Note upon the happening of certain stated events and also for prepayments pursuant to Section 2.3(c) or Section 5.3 of the Facility Agreement on account of the Principal hereof prior to the maturity hereof upon the terms and conditions specified therein.