Common use of Post-Closing Condition Clause in Contracts

Post-Closing Condition. As soon as possible, but no later than July I, 2016, Borrower shall deliver to Bank a share pledge agreement duly executed by Borrower or any of its affiliates, pledging to Bank sixty-five percent (65%) of the total outstanding voting capital stock of SurModics Luxembourg S.a r.▇., along with the certificates therefor, if any (and all other documents reasonably requested by Bank in connection therewith; provided , however, that Borrower or any of its affiliates, shall not be required to deliver any legal opinions to Bank with respect to the share pledge agreement).” 2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 3. Unless otherwise defined, all initially capitalized terms in this Sixth Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Sixth Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. 4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Sixth Amendment, and that no Event of Default has occurred and is continuing. 5. As a condition to the effectiveness of this Sixth Amendment, Bank shall have received, in form and substance satisfactory to Bank: (a) this Sixth Amendment, duly executed by Borrower; (b) the Second Amendment to Security Agreement , duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; (c) the First Amendment to Continuing Guaranty, duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; and (d) all reasonable fees and expenses incurred in connection with this Sixtth Amendment and through the date of this Sixth Amendment, which may be debited from any of Borrower's accounts. 6. This Sixth Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Post-Closing Condition. As soon as possible, but no later than July IJune 2, 2016, Borrower shall deliver to Bank a share pledge agreement duly executed by Borrower or any of its affiliates, pledging to Bank sixty-five percent (65%) of the total outstanding voting capital stock of SurModics Luxembourg S.a r.▇.one of Borrower’s Foreign Subsidiaries, as reasonably determined by Bank taking into account the mutual desire of the parties to minimize potential adverse tax consequences to Borrower, along with the certificates therefor, if any therefor (and all other documents reasonably requested by Bank in connection therewith; provided provided, however, that Borrower or any of its affiliates, shall not be required to deliver any legal opinions to Bank with respect to the share pledge agreement).” 2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 3. Unless otherwise defined, all initially capitalized terms in this Sixth Fourth Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Sixth Fourth Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. 4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Sixth Fourth Amendment, and that no Event of Default has occurred and is continuing. 5. As a condition to the effectiveness of this Sixth Fourth Amendment, Bank shall have received, in form and substance satisfactory to Bank: (a) this Sixth Fourth Amendment, duly executed by Borrower; (b) the Second Amendment to Security Agreement , duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; (c) the First Amendment to Continuing Guaranty, duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; and (d) all reasonable fees and expenses incurred in connection with this Sixtth Fourth Amendment and through the date of this Sixth Fourth Amendment, which may be debited from any of Borrower's accounts. 6. This Sixth Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Post-Closing Condition. As soon as possible, but no later than July IMarch 4, 2016, Borrower shall deliver to Bank a share pledge agreement duly executed by Borrower or any of its affiliates, pledging to Bank sixty-five percent (65%) of the total outstanding voting capital stock of SurModics Luxembourg S.a r.▇., ▇▇▇▇▇ Medical Ltd. along with the certificates therefor, if any therefor (and all other documents reasonably requested by Bank in connection therewith; provided provided, however, that Borrower or any of its affiliates, shall not be required to deliver any legal opinions to Bank with respect to the share pledge agreement).” 2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 3. Unless otherwise defined, all initially capitalized terms in this Sixth Third Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Sixth Third Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. 4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Sixth Third Amendment, and that no Event of Default has occurred and is continuing. 5. As a condition to the effectiveness of this Sixth Third Amendment, Bank shall have received, in form and substance satisfactory to Bank: (a) this Sixth Third Amendment, duly executed by Borrower; (b) the Second Amendment to Security Agreement , duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; (c) the First Amendment to Continuing Guaranty, duly executed by SURMODICS IVD, INC. and SURMODICS MD, LLC; and (d) all reasonable fees and expenses incurred in connection with this Sixtth Third Amendment and through the date of this Sixth Third Amendment, which may be debited from any of Borrower's accounts. 6. This Sixth Third Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.. WEST\266887877.1 363363-000055