Common use of CONDITIONS FOR US TO MAKE LOANS TO YOU Clause in Contracts

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and be continuing. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority). • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in prioritythe Subordination Agreement between Us and Working Capital Lender). • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded. • No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us the Warrant Agreement. Growth Capital Loan - ENDOCHOICE 3 • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You We shall have delivered received certificates of insurance, endorsements and other documents evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing DateUs. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our Each Lender’s obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement Agreement(s) shall be true and correct in all material respects on and as of the date(s) We Lenders fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain be true and correct in all material respects as of such earlier date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Requestthis paragraph. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance, no Default or Event of Default shall have occurred and be continuing. • You shall provide Us Collateral Agent with all appropriate assignments, notices and control agreements that are necessary or desirable requested by us to perfect or maintain Our Collateral Agent’s first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being permitted to be senior in priority)priority hereunder, if any) in all of the Collateral and as required pursuant to the terms of this Agreement. • You shall have paid to Us each Lender the entire amount of its respective portion of the Facility Fee then due and payable to such Lender as indicated in the Table of Terms relating to the Part under which such Advance is funded. • No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us the applicable Warrant AgreementAgreement with respect to such Advance. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You We shall have delivered received certificates of insurance evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse EffectUs.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance in all material respects with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority senior Lien (subject only to Permitted Liens) in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded. • You For Advances that We fund after the twelve (12) month anniversary of the Closing Date, no event or circumstance shall exist or have occurred that has had or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as determined by Our Chief Executive Officer). • For each Advance Request that is made on or prior to the twelve (12) month anniversary of the Closing Date, We shall have delivered received evidence reasonably satisfactory to Us the Warrant Agreementthat Your board of directors has approved such Advance Request. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to the Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • You shall submit to Us an Advance Request, executed Promissory Note, and any other documents We may reasonably request in connection with such Advance. • The representations and warranties in this Agreement and in the Warrant Agreement shall be true and correct in all material respects on and as of the date(s) We we fund each an Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall must be in compliance with all the terms and provisions set forth in this Agreement, Agreement and in each Promissory Note and each other Loan DocumentNote, and at the time of and immediately after such Advance Advance, no Default or Event of Default (as defined in Section 14) shall have occurred and be continuing. • Each Advance Request will constitute Your representation and warranty on the relevant advance date as to the matters provided in Sections 11, 12 and 13 and as to the matters set forth in such Advance Request. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain obtain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us No fact or conditions exist that would (or would with the entire amount passage of time, the Facility Fee then due and payable as indicated in the Table giving of Terms relating to the Part notice, or both) constitute an Event of Default under which such Advance is fundedthis Agreement or any other Loan Document. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon (i) Your business, operations, properties, prospects, assets or condition (financial or otherwise), (ii) Your ability to perform the Secured Obligations in accordance with the terms of the Loan Documents or Our ability to enforce any of Our rights and remedies with respect to the Secured Obligations in accordance with the terms of the Loan Documents, or (iii) the Collateral or Our Liens on the Collateral or the priority of such Liens occurred and is continuing. No development has occurred or no information is known that has had or could reasonably be expected to have a material adverse effect upon the outlook of and for Your drug compounds, the ability of Your drug compounds to meet all of their primary endpoints or the ability of You to conduct and/or continue the clinical trial process of Your drug compounds. • A senior representative from a minimum of three of the following entities shall be on Your Board of Directors: DeNovo Ventures, Lilly Ventures, Xxxxxxxxx Venture Partners, Xxxxxxxxxxxx Partners and U.S. Venture Partners . • A minimum of two of the following senior executives shall be employed by You in the identified positions: Hideke Xxxxxx as VP Research, Xxxx Xxxxxxxx as CEO, and Xxxxx Xxxxxx SVP of Medical Affairs, or replacements as approved by Your Board of Directors. If at any point during the Availability Period Your drug compound BHT-3009 does not “meet its primary endpoint” as defined below, the Availability Period will cease and We will not be obligated to fund any Advance under this Agreement.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our Each Lender’s obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • · The representations and warranties in this Agreement and in the Warrant Agreement Agreement(s) shall be true true, complete and correct in all material respects on and as of the date(s) We Lenders fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such earlier date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • · You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • · You shall provide Us Collateral Agent with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our Collateral Agent’s first priority Lien in all of the Collateral (subject only to clauses (viii), (ix), (x) and (xi) of the definition of “Permitted Liens that are specifically designated as being senior in priorityLiens”). • · You shall have paid to Us each Lender the entire amount of its respective portion of the Facility Fee then due and payable to such Lender as indicated in the Table of Terms relating to the Part under which such Advance is funded. • · No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. · You shall have delivered to Us each Lender the Warrant AgreementAgreement to be issued to such Lender. • · We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • · We shall have received certificates of insurance, endorsements and other documents evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us. · Prior to any Advances under the Part 1 Commitment Amount, You shall have completed the Part 1 Milestone. · With respect to the Part 2 Commitment Amount, Part 3 Commitment Amount and Part 4 Commitment Amount if made available, You shall have delivered to Us each Lender the warrant agreement to be entered into between the Parties You and such Lender after the Closing Date with respect to the Part 2 Commitment Amount, Part 3 Commitment Amount and Part 4 Commitment Amount which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • · You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded. • No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You We shall have delivered received certificates of insurance, endorsements and other documents evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing DateUs. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 6 and 18 19 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each such Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date date as to the matters provided in Sections 11 13 and 12 14 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default (as defined in Section 16) shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute an Event of Default under this Agreement or any other Loan Document. • You are not in default under any other agreement with Us or any other lessor or lender, the result of which would allow the lessor, lender or any secured party to demand immediate payment. • You shall provide Us with all appropriate assignments, notices and control other agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is fundedAdvance. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall submit Your Advance Request to Us not later that the last day of the Availability Period. • You shall have delivered to Us the Warrant Agreement. • You shall submit to Us any other documents and other information that We may request.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true and correct in all material respects on and as of the date(s) We we fund each such Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true and correct in all material respects as of such date; provided, however, that such this materiality qualifiers qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date date as to the matters provided in Sections Section 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, Agreement and in each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default (as defined in Section 14) shall have occurred and be continuingcontinuing without being cured, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate collateral assignments, notices and control agreements that are necessary or desirable to perfect or maintain obtain Our first priority Lien in all of the Collateral (Collateral, subject to Permitted Liens that are specifically designated as being senior in priority)Liens. • You shall have paid to Us the entire amount of Facility Fee relating to such Advance or You shall have authorized Us to deduct the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which from such Advance is fundedAdvance. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse EffectEffect • For each Advance You shall submit Your Advance Request to Us relating to such Advance as set forth in Section 4. • You shall have delivered to Us the Warrant Agreement. • You shall submit to Us any other documents and other information that We may reasonably request and are necessary to implement the provisions and purposes of this Agreement.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our Each Lender’s obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We Lenders fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such earlier date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute an Event of Default under this Agreement or any other Loan Document. • You shall provide Us Collateral Agent with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our Collateral Agent’s first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)) Lien in all of the Collateral. • You shall have paid to Us each Lender the entire amount of its respective portion of the Facility Fee then due and payable to such Lender as indicated in the Table of Terms relating to the Part under which such Advance is funded. Notwithstanding anything to the contrary herein, all commitment deposit amounts paid by You will be applied to the Part 1 Facility Fee of $125,000 and the $15,000 diligence expense fee due on the Closing Date. Pursuant to Section 20, You shall not be responsible for any legal costs and expenses incurred by Us on or prior to the Closing Date. • No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us each Lender the Warrant AgreementAgreement to be issued to such Lender. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • We shall have received certificates of insurance, endorsements and other documents evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us. • With respect to the Part 2 Commitment Amount, if made available, You shall have delivered to Us each Lender the warrant agreement to be entered into between the Parties You and such Lender after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 6 and 18 19 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each such Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date date as to the matters provided in Sections 11 13 and 12 14 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default (as defined in Section 16) shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute an Event of Default under this Agreement or any other Loan Document. • You are not in default under any other agreement with Us or any other lessor or lender, the result of which would allow the lessor, lender or any secured party to demand immediate payment: • You shall provide Us with all appropriate assignments, notices and control other agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is fundedAdvance. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall submit Your Advance Request to Us not later that the last day of the Availability Period. • You shall have delivered to Us the Warrant Agreement. • You shall submit to Us any other documents and other information that We may reasonably request.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (Collateral, subject to Permitted Liens Liens, provided that are specifically designated as being senior in priority)no control agreements shall be required for Accounts maintained outside the United States. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is fundedAdvance. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us the Warrant Agreement. • You shall submit to Us any other documents and other information that We may request.

CONDITIONS FOR US TO MAKE LOANS TO YOU. Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions: • The representations and warranties in this Agreement and in the Warrant Agreement shall be true true, complete and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true true, complete and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request. • You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance Advance: (a) no Default or Event of Default shall have occurred and be continuing, and (b) no fact or conditions shall exist that would (or would with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default under this Agreement or any other Loan Document. • You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or or’ maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)Collateral. • You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded. • No event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect. • You shall have delivered to Us the Warrant Agreement. • We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us. • With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date. • You shall submit to Us any other documents and other information that We may reasonably request. For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition: • Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.