Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (A) a failure to comply with Borrower’s obligations under this Addendum; or (B) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Million and No/100 Dollars ($25,000,000.00) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ]__________, 2010 Hercules Technology II, L.P. Hercules Technology 2013 HERCULES TECHNOLOGY III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO PharmaceuticalsNeuralstem, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and Hercules Technology from HERCULES TECHNOLOGY III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Million and No/100 _____________________ Dollars ($25,000,000.00________________) in the aggregate on May [ ]______________, 2010 _____, 2013 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. 2013 Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO PharmaceuticalsDance Biopharm, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and from Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Million and No/100 Dollars ($25,000,000.00$ ) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. SECURED REVOLVING PROMISSORY NOTE $6,000,000 June [___], 2015 FOR VALUE RECEIVED, Unify Corporation, a Delaware corporation, for itself and each of its Subsidiaries (the “Assignment RemedyBorrower”). Notwithstanding anything ) hereby promises to pay to the contrary in this Agreement, pending the completion order of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology IIIL.P., L.P. a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310 310, Palo Alto, CA 94301 Facsimileor such other place of payment as the holder of this Secured Revolving Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Six Million Dollars ($6,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest thereon, all as provided in the Loan Agreement referred to below This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated as of June [___], 2010 among Borrower, the Guarantors party thereto from time to time, and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. UNIFY CORPORATION By: 000-000-0000 AttnTitle: Xxxxx Xxxxx AVEO PharmaceuticalsSECURED TERM PROMISSORY NOTE $24,000,000 June [___], Inc. 2010 FOR VALUE RECEIVED, Unify Corporation, a Delaware corporation, for itself and each of its Subsidiaries (the “Borrower”) hereby requests promises to pay to the order of Hercules Technology II, L.P. and Hercules Technology IIIL.P., L.P. a Delaware limited partnership or the holder of this Note (collectively, the “Lender”) an Advance at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Twenty Five Twenty-Four Million and No/100 Dollars ($25,000,000.0024,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest thereon, all as provided in the aggregate on May [ ]Loan Agreement referred to below. This Promissory Note is the Note referred to in, 2010 (the “Advance Date”) pursuant to the and is executed and delivered in connection with, that certain Loan and Security Agreement between Borrower dated as of June [___], 2010 among Borrower, the Guarantors party thereto from time to time, and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). Capitalized words , and is entitled to the benefit and security of the Loan Agreement and the other terms used but not otherwise defined herein are used with the same meanings Loan Documents (as defined in the Loan Agreement.), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. UNIFY CORPORATION By: Title: Schedules and Exhibits Omitted

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (ii) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement{ * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, pending the completion of such resolution meetingMARKED BY BRACKETS, no default or Event of Default shall haveHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Million and No/100 Dollars ($25,000,000.00) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the AgreementAS AMENDED.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, Addendum will constitute a breach of the obligations of Borrower under the financing agreements between Borrower among Borrower, Agent and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Agent or Lender reasonably believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Agent, Lender, and any governmental regulatory agency, and, and (ii) upon request of LenderLender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and among Hercules Technology III, L.P. to and Hercules Technology Growth Capital, Inc. In the event of an assertion by any governmental regulatory agency (the “Assignment Remedy”). Notwithstanding anything or Agent or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and their affiliates are not entitled to hold, or exercise any significant right with respect to, any debt securities or loan obligations issued to Lender by Borrower, Agent, Lender and Borrower will meet and resolve any such issue in good faith to the contrary in this Agreementsatisfaction of Borrower, pending the completion of such resolution meetingAgent, no default or Event of Default shall haveLender, or be deemed to haveand any governmental regulatory agency, occurred, provided that and if such resolution meeting does issues cannot result in a cure or waiver be resolved to the reasonable satisfaction of any such failure all parties, Agent and Lender shall use their commercially reasonable efforts to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: transfer Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance ’s interest in the amount debt securities or loan obligations issued by Borrower to an affiliate of Twenty Five Million and No/100 Dollars ($25,000,000.00) in Lender that is not a licensee under the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”)SBIC Act. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.ADDENDUM 2 TO LOAN AND SECURITY AGREEMENT CONFIDENTIALITY AGREEMENTS

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Agent, Lender and its their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower with respect to any of the SBIC Act requirements under the financing agreements between Borrower among Borrower, Agent and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (ix) Agent, Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderAgent, Lender and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any governmental regulatory agency, and, and (iiy) upon request of LenderLender or Agent, Borrower will cooperate and assist with any assignment of the financing agreements from among Hercules Technology IIIII, L.P. and Hercules Technology IIIGrowth Capital, L.P. Inc. required for compliance with the rules and regulations under the SBIC Act. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT A ADVANCE REQUEST To: Agent: Date: , 2013 Hercules Technology Growth Capital, Inc. (the “Assignment RemedyAgent”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. ) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. ViewRay Incorporated (“Borrower”) hereby requests Hercules Technology II, L.P. from Agent and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Fifteen Million and No/100 Dollars ($25,000,000.0015,000,000) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower dated as of December [__], 2013 among Borrower, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will will, subject to the provisions in the remainder of this clause (i), constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iA) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (iiB) upon request of Lender, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meetingmeeting pursuant to clause (B) above, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. 201 Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO PharmaceuticalsXxxx BIND THERAPEUTICS, Inc. INC., a Delaware corporation (“Borrower”) hereby requests Hercules Technology II, L.P. and request from Hercules Technology III, L.P. (collectively, collectively “Lender”) an Advance in the aggregate amount of Twenty Five Million and No/100 Dollars ($25,000,000.00) in the aggregate $ on May [ ], 2010 201 (the “Advance Date”) pursuant to the Amended and Restated Loan and Security Agreement between Borrower Borrowers and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower Bxxxxxxx agrees that a failure to comply with BorrowerBxxxxxxx’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender Agent or the Lenders believes that there is a substantial risk of such assertion) that Lender Agent, the Lenders and its their affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender Lenders by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower among Borrower, Agent and LenderLenders. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes Agent or Lenders believe that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (iiii) Lender Agent, Lenders and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderAgent, Lenders, and any governmental regulatory agency, and, and (iiiv) upon request of Lenderthe Lenders or Agent, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. among any Lender and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything ADDENDUM 3 to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 Hercules Technology II, L.P. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. (“Borrower”) hereby requests Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Million and No/100 Dollars ($25,000,000.00) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower LOAN AND SECURITY AGREEMENT Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.Terms

Compliance and Resolution. Borrower Xxxxxxxx agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderXxxxxx, and any governmental regulatory agency, and, and (ii) upon request of LenderXxxxxx, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ]December 29, 2010 2011 Hercules Technology II, L.P. Hercules Technology III, L.P. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. Xxxx Xxxxxx Neoprobe Corporation (“Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Technology III, L.P. (collectively, “Lender”) an Advance in the amount of Twenty Five Seven Million and No/100 Dollars ($25,000,000.007,000,000) in the aggregate on May [ ]December 29, 2010 2011 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendumaddendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) that Lender and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and Lender. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, Lender, and any governmental regulatory agency, and, and (ii) upon request of Lender or Borrower, Borrower and/or Lender, Borrower as applicable, will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. to Hercules Technology Growth Capital, Inc. (so that the “Assignment Remedy”). Notwithstanding anything Term Loan and Loan Documents will no longer be subject to the contrary in this AgreementSBIC Act or other SBA provision, pending the completion of and any such resolution meeting, assignment (i) shall be at no default or cost to Borrower and (ii) shall not constitute an Event of Default shall have, under the Loan Documents. And any breach or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, comply pursuant to the Assignment Remedy preceding portion of this paragraph or Section 7.14 of the Loan Agreement shall be effectuated and, for clarity, no default or not constitute an Event of Default shall have or be deemed to have occurredDefault. EXHIBIT A ADVANCE REQUEST To: Lender: B-1 PROMISSORY NOTE $[ ],000,000 Advance Date: May ___ __, 2013 Maturity Date: _____ ___, 20[ ]] FOR VALUE RECEIVED, 2010 Cleveland BioLabs, Inc. (“Inc”) and BioLab 612, LLC (“LLC”), (Inc and LLC, individually and collectively referred to herein as “Borrower”) hereby promises to pay to the order of Hercules Technology II, L.P. Hercules Technology IIIL.P., L.P. a Delaware limited partnership or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310 310, Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO Pharmaceuticals, Inc. or such other place of payment as the holder of this Secured Term Promissory Note (this “BorrowerPromissory Note”) hereby requests Hercules Technology IImay specify from time to time in writing, L.P. and Hercules Technology IIIin lawful money of the United States of America, L.P. (collectively, “Lender”) an Advance in the principal amount of Twenty Five [ ] Million and No/100 Dollars ($25,000,000.00) in the aggregate on May [ ],000,000) or such other principal amount as Lender has advanced to Borrower, 2010 (the “Advance Date”) pursuant together with interest at a floating rate per annum rate equal to the greater of either (i) ten and forty-five hundredths of one percent (10.45%), or (ii) the sum of (A) ten and forty-five hundredths of one percent (10.45%), plus (B) the Prime Rate minus four and one quarter of one percent (4.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20[ ], by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”). Capitalized words , and is entitled to the benefit and security of the Loan Agreement and the other terms used but not otherwise defined herein are used with the same meanings Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: CLEVELAND BIOLABS, INC. By: Title: BIOLAB 612, LLC By: Title: EXHIBIT G FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 201[ ], and is entered into by and between__________________, a ___________ corporation (“Subsidiary”), and HERCULES TECHNOLOGY II, L.P. as a Lender.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender Hercules II believes that there is a substantial risk of such assertion) that Lender Hercules II and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender Hercules II by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and LenderHercules II. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender Hercules II believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender Hercules II and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderHercules II, and any governmental regulatory agency, and, and (ii) upon request of LenderHercules II, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. II to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 20 Hercules Technology II, L.P. Hercules Technology IIIGrowth Capital, L.P. Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO AcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Technology IIIGrowth Capital, L.P. Inc. (collectively, “Lender”) an Advance in the amount of Twenty Five Ten Million and No/100 Dollars ($25,000,000.0010,000,000.00) in the aggregate on May [ ], 2010 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender (the “Agreement”). In addition, Borrower directs Lender to (i) retain the Facility Charge and reimbursement of Lender’s current expenses and (ii) payoff the Pinnacle Ventures facility in accordance with the payoff letter. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Compliance and Resolution. Borrower agrees that a failure to comply with Borrower’s obligations under this Addendum, or any other set of facts or circumstances where it has been asserted by any governmental regulatory agency (or Lender Hercules II believes that there is a substantial risk of such assertion) that Lender Hercules II and its affiliates are not entitled to hold, or exercise any significant right with respect to, any securities issued to Lender Hercules II by Borrower, will constitute a breach of the obligations of Borrower under the financing agreements between Borrower and LenderHercules II. In the event of (Ai) a failure to comply with Borrower’s obligations under this Addendum; or (Bii) an assertion by any governmental regulatory agency (or Lender Hercules II believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then (i) Lender Hercules II and Borrower will meet and resolve any such issue in good faith to the satisfaction of Borrower, LenderHercules II, and any governmental regulatory agency, and, and (ii) upon request of LenderHercules II, Borrower will cooperate and assist with any assignment of the financing agreements from Hercules Technology II, L.P. and Hercules Technology III, L.P. II to Hercules Technology Growth Capital, Inc. (the “Assignment Remedy”). Notwithstanding anything to the contrary in this Agreement, pending the completion of such resolution meeting, no default or Event of Default shall have, or be deemed to have, occurred, provided that if such resolution meeting does not result in a cure or waiver of any such failure to comply, the Assignment Remedy shall be effectuated and, for clarity, no default or Event of Default shall have or be deemed to have occurred. EXHIBIT A ADVANCE REQUEST To: Lender: Date: May [ ], 2010 20__ Hercules Technology II, L.P. Hercules Technology IIIGrowth Capital, L.P. Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Xxxxx Xxxxx AVEO AcelRx Pharmaceuticals, Inc. (“Borrower”) hereby requests from Hercules Technology II, L.P. and Hercules Technology IIIGrowth Capital, L.P. Inc. (collectively, “Lender”) an Advance in the amount of Twenty Five Fifteen Million and No/100 Dollars ($25,000,000.0015,000,000.00) in the aggregate on May [ ]December 16, 2010 2013 (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower and Lender dated as of December 16, 2013 (the “Agreement”). In addition, Borrower directs Lender to (i) retain the Facility Charge and reimbursement of Lender’s current expenses and (ii) payoff loans funded under the Original Agreement. Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.. Please: