Collateral Agent Uses in DEFINITIONS Clause

DEFINITIONS from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this Agreement) dated as of May 10, 2017 (the Effective Date) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, Collateral Agent), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to, and TRANSENTERIX, INC., a Delaware corporation (Parent), TRANSENTERIX SURGICAL, INC., a Delaware corporation (TransEnterix Surgical), SAFESTITCH LLC, a Virginia limited liability company (SafeStitch), and TRANSENTERIX INTERNATIONAL, INC., a Delaware corporation (TransEnterix International, and together with Parent, TransEnterix Surgical, and SafeStitch, individually and collectively, jointly and severally, Borrower), each with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560, provides the terms on

DEFINITIONS. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made under the Code. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners if such Person is a partnership and, for any Person that is a limited liability company, that Persons managers and members. Amortization Date is the earliest of (i) the first Payment Date immediately following the occurrence and continuation of an Event of Default, (ii) (a) the first Payment Date immediately following the date, if any, upon which the Interest-Only Milestones (other than the Performance to Plan Milestone) is not met and (b) the first Payment Date following Borrowers failure timely to obtain the Equity Cure after the Performance to Plan Milestone is not met (the earliest such date in the foregoing clauses (i) and (ii), the Early Amortization Date) and (iii) the twenty-fifth (25th) Payment Date following the Funding Date. Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including without limitation Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by financial institutions, including, without limitation, any letters of credit, bankers guarantees, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services. Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent and (d) money market funds at least 95% of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agents Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority,

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of March 31, 2017 (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 (each a Lender and collectively, the Lenders), and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 ( Borrower). The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is: (i) April 1, 2019, if the I/O Extension Event does not occur, and (ii) April 1, 2020, if the I/O Extension Event occurs. Annual Projections is defined in Section 6.2(a). Annual Revolving Line Monitoring Fee is an annual fee due on each anniversary of the Effective Date and on the Maturity Date or any earlier date on which all Revolving Advances are paid in full and the Revolving Line Commitments are terminated (pro rated for any period of less than one (1) year), equal to the aggregate Revolving Line Commitment Amounts multiplied by one quarter of one percent (0.25%), payable to Lenders in accordance with their respective Pro Rata Shares with respect to the Revolving Line. The Annual Revolving Line Monitoring Fee shall be deemed fully earned as of each anniversary of the Effective Date (or earlier required date of payment) and shall not be refundable for any reason. Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.1. Availability Amount is on any date of determination, (a) the lesser of (i) the aggregate Revolving Line Commitment Amounts or (ii) the amount available under the Borrowing Base, minus (b) the outstanding principal balance of the Revolving Advances. Availability Reserves means, without duplication of any other Reserves or items to the extent such Reserves or items are otherwise addressed or excluded through eligibility criteria, such reserves as Collateral Agent from time to time determines in its reasonable discretion as being appropriate (a) to reflect the impediments to Collateral Agents ability to realize upon the Collateral, (b) to reflect claims and liabilities that Collateral Agent determines will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial conditions of the Borrower, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in Collateral Agents reasonable discretion (but are not limited to), reserves based on: (i) rent; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other taxes which may have priority over the interests of Collateral Agent in the Collateral; (iv) salaries, wages and benefits due to employees of the Borrower and any of its Subsidiaries, (v) warehousemens or bailees charges and other Liens which may have priority over the interests of Collateral Agent in the Collateral, (vi) amounts due to vendors on account of consigned goods, and (vii) royalties payable in respect of licensed merchandise. Basic Rate is (a) with respect to the Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (1) Seven and Ninety Five Hundredths percent (7.95%) and (2) the sum of (i) the greater of (A) the thirty (30) day U.S. LIBOR reported in The Wall Street Journal on the last

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of October 30, 2015 (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 TOCAGEN INC., a Delaware corporation with offices located at 3030 Bunker Hill Street, Suite 230, San Diego, CA 92109 (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is, (i) with respect to a Term A Loans, (a) December 1, 2016 if the Term B Loans are not funded prior to the end of the Second Draw Period, or (b) June 1, 2017, if the Term B Loans are funded prior to the end of the Second Draw Period, and (ii) with respect to Term B Loans, June 1, 2017. Annual Projections is defined in Section 6.2(a). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.1. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Bank is defined in the preamble hereof. Basic Rate is, with respect to a Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) seven and three-quarters percent (7.75%) and (ii) the sum of (a) the Prime Rate reported in the Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) four and one half percent (4.50%). Notwithstanding the foregoing, the Basic Rate for a Term Loan for the period from the Effective Date through and including October 31, 2015 shall be seven and three-quarters percent (7.75%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., a

Definitions from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement) is dated as of February 16, 2017, by and among Gastar Exploration Inc., a Delaware corporation (the Company), and each of the purchasers listed on Schedule I hereto (each, a Purchaser and together, with their successors and permitted assigns, the Purchasers).

Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Action shall mean any claim, suit, action, arbitration, cause of action, complaint, allegation, criminal prosecution, investigation, demand letter, or proceeding, whether at law or at equity and whether public or private, before or by any Governmental Authority, any arbitrator or other tribunal. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person, provided, that each Affiliated Entity, and each Affiliate of an Affiliated Entity, of the Purchasers shall be deemed to be an Affiliate of the Purchasers. Affiliated Entity shall mean any investment fund or holding company (including any special purpose vehicle) formed for investments purposes that is primarily managed, advised or serviced by the Purchasers or by an Affiliate of the Purchasers or whose general partner, managing member or other controlling Person is a Purchaser or an Affiliate of a Purchaser. Agreement has the meaning set forth in the first paragraph hereof. Beneficially Own, Beneficially Owned, or Beneficial Ownership shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act, except that for purposes of this Agreement the words within sixty days in Rule 13d-3(d)(1)(i) shall not apply, to the effect that a Person shall be deemed to be the beneficial owner of a security if that Person has the right to acquire beneficial ownership of such security at any time. Benefit Plans shall mean employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or modified from time to time, and all other employee benefit practices or arrangements, including any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company is obligated to contribute for employees or former employees. Board Nominees has the meaning set forth in Section 5.4(a) hereof. Board of Directors shall mean the Board of Directors of the Company. Change in Control shall mean the occurrence of any of the following events: (i) the Company sells all or substantially all of its consolidated assets to an unaffiliated third party, (ii) any Person or group (as such term is used in Section 13 of the Exchange Act) (other than the Purchasers or any group including the Purchasers), directly or indirectly, obtains Beneficial Ownership of 50% or more of the total outstanding voting power of the Voting Stock or (iii) the Company participates in any merger, consolidation or similar transaction unless immediately following the consummation of such transaction the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Companys Voting Stock immediately prior to the transaction) more than 50% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction. Closing has the meaning set forth in Section 2.2 hereof. Closing Date has the meaning set forth in Section 2.2 hereof. Code shall mean the Internal Revenue Code of 1986, as amended or modified from time to time and including the regulations and published interpretations thereunder. Collateral has the meaning set forth in the recitals hereof. Collateral Agent has the meaning set forth in the recitals hereof. Collateral Documents has the meaning set forth in the recitals hereof. Common Stock has the meaning set forth in the recitals hereof. Company has the meaning set forth in the first paragraph hereof. Competitor shall mean any entity that is an operating company which directly engages in the exploration for and production of oil and natural gas (it being agreed that Competitor shall not include (i) any entity whose primary business is to be a lender, investor or similar venture and (ii) the Purchasers or any affiliated entities of the Purchasers solely as a result of loans to, or investments in, such entities, in each case with respect to the preceding clauses (i) and (ii) whether or not such entities are indirectly engaged in the exploration for and production of oil and natural gas as a result of having made such loans or investments). Confidential Information has the meaning set forth in Section 10.9 hereof. Control (including the terms controlling and controlled by) with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management poli

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of December 24, 2014 (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 ANAPTYSBIO, INC., a Delaware corporation with offices located at 10421 Pacific Center Court, Suite 200, San Diego, CA 92121 (individually and collectively, jointly and severally, Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. T

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is February 1, 2016, but if the Term B Loans are advanced, such date shall be August 1, 2016 and if the Term C Loans are advanced, such date shall be February 1, 2017. Annual Projections is defined in Section 6.2(a). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.1. Australia Subsidiary means that certain Subsidiary of Borrower to be formed under the laws of Australia in accordance with the provisions of this Agreement and based substantially on the terms and conditions as provided to Collateral Agent and Lenders in writing as of the date hereof. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement). Bank is defined in the preamble hereof. Basic Rate is, with respect to a Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) six and ninety five hundredths percent (6.95%) and (ii) the sum of (a) the three (3) month U.S. LIBOR rate reported in The Wall Street Journal three (3) Business Days prior to the Funding Date of such Term Loan (which shall not, in any case, be less than twenty three hundredths percent (0.23%), plus (b) six and seventy two hundredths percent (6.72%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of December 28, 2016 (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 HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation with an office located at 312 Farmington Avenue, Farmington, Connecticut 06032 (Horizon) (each a Lender and collectively, the Lenders), and STRONGBRIDGE BIOPHARMA PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland with company number 562659 and having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (Irish Borrower), CORTENDO CAYMAN L

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is, (i) July 1, 2018, if Term C Loans are not made hereunder, and (ii) January 1, 2019, if Term C Loans are made hereunder. Annual Net Product Revenue Projections is defined in Section 6.2(a). Annual Projections is defined in Section 6.2(a). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.1. Basic Rate is with respect to the Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue and (ii) fifty three hundredths percent (0.53%), plus (b) Eight and twenty two hundredths percent CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (8.22%). Notwithstanding the foregoing, under no circumstances shall the Basic Rate for the Term Loans be less than Eight and seventy-five hundredths percent (8.75%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction,

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of January 6, 2017 (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 (each a Lender and collectively, the Lenders), CONFORMIS, INC., a Delaware corporation (ConforMIS) and IMATX, INC., a California corporation (ImaTx and individually, collectively, jointly and severally with ConforMIS, Borrower), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is February 1, 2019, provided however, if Borrower draws the Term B Loan by December 31, 2017, then the Amortization Date shall be extended, at the written election of the Borrower, which shall be irrevocable and delivered by no later than December 31, 2017, to February 1, 2020. Annual Projections is defined in Section 6.2(a)(iii). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.4. Basic Rate is the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, or (ii) fifty-three hundredths percent (0.53%), plus (b) six and forty-seven hundredths percent (6.47%). Notwithstanding the foregoing, (x) the Basic Rate for the Term A Loan for the period from the Effective Date through and including January 31, 2017 shall be seven and twenty-four hundredths percent (7.24%); and (y) the Basic Rate shall not reset below seven percent (7.00%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Guarantor and co-Borrower Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent, and (d) any cash equivalent investments consistent with the Borrowers investment policy provided to the Collateral Agent and the Lenders. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering int

DEFINITIONS from Restated Limited Liability Company Agreement

This Second Amended and Restated Limited Liability Company Agreement, dated as of June 24, 2016, is entered into by and between Carlyle GMS Finance, Inc. and Credit Partners USA LLC (collectively, the Members).

DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: Act: the Delaware Limited Liability Company Act, as from time to time in effect. Adjusted Capital Account Deficit: with respect to any Member, the deficit balance, if any, in such Members Capital Account as of the end of the applicable Fiscal Year after (i) crediting thereto any amounts which such Member is, or is deemed to be, obligated to restore pursuant to Treasury Regulations SS 1.704-2(g)(1) and SS 1.704-2(i)(5) and (ii) debiting such Capital Account by the amount of the items described in Treasury Regulation SS 1.704 1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation SS 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Administration Agreement: the Administration Agreement by and among the Company, the Administrative Agent, CGMSF and Credit Partners, as amended from time to time with Board Approval. Administrative Agent: Carlyle GMS Finance Administration L.L.C. or an Affiliate thereof retained by the Company with Board Approval to perform administrative services for the Company. Affiliate: with respect to a Person (other than Credit Parent and Carlyle Parent), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; provided, that, with respect to Credit Parent and Carlyle Parent, the term Affiliate shall only include its direct and indirect subsidiaries. Agreement: this Second Amended and Restated Limited Liability Company Agreement, as it may from time to time be amended. Allocation Requirements: the meaning set forth in Section 7.17(b). Anti-Corruption Laws: the meaning set forth in Section 3.5(g). A&R LLC Agreement: the meaning set forth in the recital to this Agreement. Board: the Board of the Company. Board Approval: as to any matter requiring Board approval hereunder, the prior approval of the Board. Board Member: each Person elected, designated or appointed to serve as a member of the Board in accordance with this Agreement. Capital Account: as to each Member, the capital account maintained on the books of the Company for such Member in accordance with Section 5.1. Capital Commitment: as to each Member, the total amount of such Members Initial Capital Contributions and obligation to make Subsequent Contributions in the amount set forth on Exhibit A attached hereto and on the Member List, in accordance with the terms of this Agreement. Capital Contribution: as to each Member, (i) the aggregate amount of the Initial Capital Contribution actually contributed to the equity capital of the Company by such Member as set forth in Section 4.1 and (ii) all Subsequent Contributions made by such Member as set forth in Section 4.1. The Capital Contribution of a Member that is an assignee of all or a portion of a Membership Interest in the Company shall include the Capital Contribution of the assignor (or a pro rata portion thereof in the case of an assignment of less than the entire Membership Interest of the assignor). Notwithstanding the foregoing, and subject to Board Approval in each instance, each Member shall be permitted to make a Capital Contribution to the Company in the form of an Investment currently owned by the Member. Carlyle Parent: The Carlyle Group L.P. Carlyle Personnel: the meaning set forth in Section 3.4(b). Cause Event: (i) the bankruptcy, insolvency, dissolution or liquidation of a Member, or the making of an assignment for the benefit of creditors by a Member, or a default under Section 4.3 by a Member which remains uncured or unwaived after the expiration of the cure period set forth in Section 4.3; (ii) the institution of any lawsuits or legal proceedings against a Member or, solely with respect to CGMSF, the investment adviser of CGMSF if such lawsuit or legal proceeding is likely to have a material adverse effect on such Members ability to perform its obligations under this Agreement; provided, that the institution of any lawsuit or legal proceeding against a Member by the other Member shall not be a Cause Event; (iii) the commencement of any formal enforcement investigation of a Member or, solely with respect to CGMSF, the investment adviser of CGMSF by the SEC or any other U.S. or foreign federal regulatory or administrative body that involves an allegation of a violation of law by any such person and that is likely to have a material adverse effect on such Members ability to perform its obligations under this Agreement; or (iv) any other act or omission by a Member that (A) causes or is likely to cause such other Member or its Affiliates to receive materially adverse publicity or (B) otherwise materially adversely affects or may materially adversely affect the reputation of such other Member or its Affiliates. Certificate of Formation: the certificate of formation of

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of July 28, 2016 (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 (each a Lender and collectively, the Lenders), and DURECT CORPORATION, a Delaware corporation with offices located at 10260 Bubb Road, Cupertino, CA 95014 (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Definitions. As used in this Agreement, the following terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Amortization Date is March 1, 2018. Annual Projections is defined in Section 6.2(a). Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.1. Basic Rate is, with respect to a Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) seven and ninety-five one hundredths of one percent (7.95%), or (ii) the sum of (a) the one (1) month U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) seven and thirty-one one hundredths of one percent (7.31%). Notwithstanding the foregoing, the Basic Rate for the Term Loan for the period from the Effective Date through and including July 31, 2016 shall be seven and ninety-five one hundredths of one percent (7.95%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224, or (e) a Person that is named a specially designated national or blocked person on the most current list published by OFAC or other similar list. Borrower is defined in the preamble hereof. Borrowers Books are Borrowers or any of its Subsidiaries books and records including ledgers, federal, and state tax returns, records regarding Borrowers or its Subsidiaries assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Business Day is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. Cash Equivalents are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equiva

Definitions from Amended and Restated Loan and Security Agreement

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of September 28, 2016 (the Effective Date) among SILICON VALLEY BANK, a California corporation (Bank), 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 Bank in its capacity as a Lender and MIDCAP FUNDING XIII TRUST and MIDCAP FINANCIAL TRUST (individually and collectively, jointly and severally, MidCap) (each a Lender and collectively, the Lenders), and CLEARSIDE BIOMEDICAL, INC., a Delaware corporation (Borrower), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders and amends and restates, in its entirety, that certain Loan and Security Agreement by and between Bank and Borrower dated as of April 14, 2015 (as amended from time to time, the Original Agreement). The parties a

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Account Debtor is any account debtor as defined in the Code with such additions to such term as may hereafter be made. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agent-Related Person is defined in Section 13.4. Agreement is defined in the preamble hereof. Amortization Start Date is January 1, 2018. Anti-Terrorism Laws are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. Approved Fund is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. Approved Lender is defined in Section 12.2. Authorized Signer is any individual listed in Borrowers Borrowing Resolution who is authorized to execute the Loan Documents, including any Advance request, on behalf of Borrower. Bank is defined in the preamble hereof. Bank Services are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any of Bank Affiliate, including, without limitation, any Letters of Credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Banks various agreements related thereto (each, a Bank Services Agreement); provided that the total amount of Bank Services and all Obligations in respect of Bank Services shall not exceed (A) Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any Subject Letters of Credit and (B) One Million Dollars ($1,000,000) (inclusive of any Subject Letters of Credit), in the aggregate at any time. Bank Services Collateral is cash collateral acceptable to Bank in its good faith business judgment, which may be used solely for the purpose of cash collateralizing Bank Services, not to exceed the lesser of (i) the total amount of outstanding obligations of Borrower and its Subsidiaries in respect of Bank Services then outstanding and (ii) (A) Two Hundred Fifty Thousand Dollars ($250,000) (exclusive of any Subject Letters of Credit and (B) One Million Dollars ($1,000,000) (inclusive of any Subject Letters of Credit) (in each case under clauses (A) or (B) reduced on a dollar-for-dollar basis to the extent Bank Services Collateral is applied to pay amounts owed by Borrower or its Subsidiaries in respect of Bank Services) in the aggregate at any time. Basic Rate is with respect to the Term Loans, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) the greater of (i) the thirty (30) day U.S. DOLLAR LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month in which the interest will accrue and (ii) one half of one percent (0.50%) plus (b) seven percent (7.00%). For the avoidance of doubt, in no event will the Basic Rate equal less than seven and one half of one percent (7.50%). Blocked Person is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohi