hercules-replimunexloana






  Certain identified information has been excluded from this exhibit because it is both (i) not  material and (ii) is the type of information that the registrant treats as private or   confidential. Triple asterisks denote omissions  NY-2442286   LOAN AND SECURITY AGREEMENT  THIS LOAN AND SECURITY AGREEMENT is made and dated as of October 6, 2022  and is entered into by and among Replimune Group, Inc., a Delaware corporation, and each of its  Subsidiaries (other than Excluded Subsidiaries and the MSC Subsidiary) (hereinafter  individually and collectively referred to as “Borrower”), the several banks and other financial  institutions or entities from time to time parties to this Agreement (collectively, referred to as the  “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as  administrative agent and collateral agent for itself and the Lenders (in such capacity, the  “Agent”).  RECITALS  A. Borrower has requested the Lenders make available to Borrower term loans in an  aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) (collectively,  the “Term Loan”); and   B. The Lenders are willing to make the Term Loan on the terms and conditions set  forth in this Agreement.  AGREEMENT  NOW, THEREFORE, Borrower, Agent and the Lenders agree as follows:  SECTION 1 DEFINITIONS AND RULES OF CONSTRUCTION  1.1 Unless otherwise defined herein, the following capitalized terms shall have the  following meanings:  “Account Control Agreement(s)” means any agreement entered into by and  among the Agent, Borrower and a third party bank or other institution (including a Securities  Intermediary) in which Borrower maintains a Deposit Account or an account holding Investment  Property and which perfects Agent’s first priority security interest in the subject account or  accounts, or in the case of a jurisdiction outside of the United States, any agreements in favor of  the Agent pledging the accounts of the applicable Borrower as security, in form and substance  reasonably satisfactory to the Agent.  “ACH Authorization” means the ACH Debit Authorization Agreement in  substantially the form of Exhibit G, which account numbers shall be redacted for security  purposes if and when filed publicly by the relevant Borrower.  “Acquisition” means any transaction or series of related transactions for the  purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of  the assets of a Person, or of any business, line of business or division or other unit of operation of  a Person, (b) the acquisition of the Equity Interests of any Person, whether or not involving a  merger,  consolidation or similar transaction with such other Person, or otherwise causing any  Person to become a Subsidiary of Borrower, or (c) the acquisition of, or the right to use, develop  





 






2   NY-2442286   or sell (in each case, including through licensing), any product, product line or Intellectual  Property of or from any other Person.  “Advance(s)” means a Term Loan Advance.  “Advance Date” means the funding date of any Advance.  “Advance Request” means a request for an Advance submitted by Borrower to  Agent in substantially the form of Exhibit A, which account numbers shall be redacted for  security purposes if and when filed publicly by Borrower.  “Affiliate” means (a) any Person that directly or indirectly controls, is controlled  by, or is under common control with the Person in question, (b) any Person directly or indirectly  owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding  voting securities of another Person, (c) any Person ten percent (10%) or more of whose  outstanding voting securities are directly or indirectly owned, controlled or held by another  Person with power to vote such securities, or (d) any Person related by blood or marriage to any  Person described in subsection (a), (b) or (c) of this paragraph.  As used in the definition of  “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct  or cause the direction of the management and policies of a Person, whether through ownership of  voting securities, by contract or otherwise.  “Agreement” means this Loan and Security Agreement, as amended from time to  time.  “Amortization Date” means initially, October 1, 2026; provided however, that (a)  if the Approval Milestone is achieved prior to October 1, 2026, such date shall be extended to  April 1, 2027 and (b) if (i) if the conditions to the extension set forth in clause (a) have been  satisfied and (ii) the Revenue Milestone is achieved, such date shall be extended to October 1,  2027.  “Anti-Corruption Laws” shall mean all laws, rules, and regulations of any  jurisdiction applicable to Borrower or any of its Affiliates from time to time concerning or  relating to bribery or corruption, including without limitation the United States Foreign Corrupt  Practices Act of 1977, as amended, the UK Bribery Act 2010 and other similar legislation in any  other jurisdictions.  “Anti-Terrorism Laws” means any laws, rules, regulations or orders 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.  “Approval Milestone” means the satisfaction of each of the following events: (a)  no Default or Event of Default shall have occurred and be continuing and (b) Parent shall have  stated in Parent’s public filings with the Securities and Exchange Commission (as confirmed by  Agent in its reasonable discretion) that the FDA has approved the commercialization in the  United States of RP1 for either indications related to: (i) the treatment of patients with CSCC or  (ii) the treatment of patients with Melanoma who failed anti-PD1 therapy, in each case with a  





 






3   NY-2442286   label claim that is generally consistent in all material respects with that sought in Borrower’s  BLA filing.  “Article 55 BRRD” means Article 55 of Directive 2014/59/EU (as amended or  reenacted from time to time) establishing a framework for the recovery and resolution of credit  institutions and investment firms.  “Bail-In Action” means the exercise of any Write-down and Conversion Powers.  “Bail-In Legislation” means: (a) in relation to an EEA Member Country which  has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing  law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and (b)  in relation to any state other than such an EEA Member Country or (to the extent that the United  Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or  regulation from time to time which requires contractual recognition of any Write-down and  Conversion Powers contained in that law or regulation.  “BLA” has the meaning set forth in the definition of BLA Filing.  “BLA Filing” means a Biologics License Application (“BLA”) with respect to  RP1 that was submitted by Borrower to the FDA.   “Blocked Person” means 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.  “Board of Directors” means the board of directors or comparable governing body  of such Person, or any subcommittee thereof, as applicable.  “Borrower Products” means all products, software, service offerings, technical  data or technology currently being designed, manufactured or sold by Borrower or which  Borrower intends to sell, license, or distribute in the future including any products or service  offerings under development, collectively, together with all products, software, service offerings,  technical data or technology that have been sold, licensed or distributed by Borrower since its  incorporation and remain material to its business.  “Borrower’s Books” means Borrower’s or any of its Subsidiaries’ books and  records including ledgers, federal, state, local and foreign tax returns, records regarding  Borrower’s 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” means any day other than Saturday, Sunday and any other day on  which banking institutions in the State of California are closed for business.  





 






4   NY-2442286   “Cash” means all cash, cash equivalents and liquid funds.  “Change in Control” means (a) any reorganization, recapitalization, consolidation  or merger (or similar transaction or series of related transactions) of Parent, sale or exchange of  outstanding shares (or similar transaction or series of related transactions) of Parent in which the  holders of Parent’s outstanding shares immediately before consummation of such transaction or  series of related transactions do not, immediately after consummation of such transaction or  series of related transactions, retain shares representing more than fifty percent (50%) of the  voting power of the surviving entity of such transaction or series of related transactions (or the  parent of such surviving entity if such surviving entity is wholly owned by such parent), in each  case without regard to whether Parent is the surviving entity or (b) Borrower ceases to own,  directly or indirectly, 100% of the ownership interests in each Subsidiary of such Borrower  (except for mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower,  or the dissolution of a Subsidiary to the extent permitted hereunder).   “Clinical Milestone” means the satisfaction of each of the following events: (a) no  Default or Event of Default shall have occurred and be continuing and (b) Parent shall have  stated in Parent’s public filings with the Securities and Exchange Commission and delivered  supporting documentation satisfactory to Agent (as determined by Agent in its reasonable  discretion) that it has achieved a protocol specified primary endpoint from the study entitled,  Study Evaluating Cemiplimab Alone and Combined With RP1 in Treating Advanced Squamous  Skin Cancer (CERPASS) (NCT04050436) which, taken together with other secondary endpoints,  support the submission of a BLA Filing as the next immediate step in development (as determined  by Borrower’s executive team and Board of Directors and subject to Lender’s reasonable  verification).   “Closing Date” means the date of this Agreement.  “Code” means the Internal Revenue Code of 1986, as amended.  “Common Stock” means the common stock of Parent.  “Company IP” means any and all of the following, as they exist in and throughout  the United States of America: (a) Current Company IP; (b) improvements, continuations,  continuations-in-part, divisions, provisionals or any substitute applications, any Patent issued with  respect to any of the Current Company IP, any Patent right claiming the composition of matter of,  or the method of making or using, the Products in the United States of America, any reissue,  reexamination, renewal or Patent term extension or adjustment (including any supplementary  protection certificate) of any such Patent, and any confirmation Patent or registration Patent or  patent of addition based on any such Patent; (c) trade secrets or trade secret rights, including any  rights to unpatented inventions, know-how, show-how, operating manuals, confidential or  proprietary information, research in progress, algorithms, data, databases, data collections,  designs, processes, procedures, methods, protocols, materials, formulae, drawings, schematics,  blueprints, flow charts, models, strategies, prototypes, techniques, and the results of  experimentation and testing, including samples, in each case, as specifically related to any  research, development, manufacture, production, use, commercialization, marketing, importing,  





 






5   NY-2442286   storage, transport, offer for sale, distribution or sale of the Products; and (d) any and all IP  Ancillary Rights specifically relating to any of the foregoing.  “Contingent Obligation” means, as applied to any Person, any direct or indirect  liability, contingent or otherwise, of that Person with respect to (i) any Indebtedness, lease,  dividend, letter of credit or other obligation of another, including any such obligation directly or  indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or  in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with  respect to undrawn letters of credit, corporate credit cards or merchant services issued for the  account of that Person; and (iii) all obligations arising under any interest rate, currency or  commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other  agreement or arrangement designated to protect a Person against fluctuation in interest rates,  currency exchange rates or commodity prices; provided, however, that the term “Contingent  Obligation” shall not include endorsements for collection or deposit in the ordinary course of  business.  The amount of any Contingent Obligation shall be deemed to be an amount equal to  the stated or determined amount of the primary obligation in respect of which such Contingent  Obligation is made or, if not stated or determinable, the maximum reasonably anticipated  liability in respect thereof as determined by such Person in good faith; provided, however, that  such amount shall not in any event exceed the maximum amount of the obligations under the  guarantee or other support arrangement.  “Copyright License” means any written agreement granting any right to use any  Copyright or Copyright registration, now owned or hereafter acquired by Borrower or in which  Borrower now holds or hereafter acquires any interest.  “Copyrights” means all copyrights, whether registered or unregistered, held  pursuant to the laws of the United States of America, any State thereof, the United Kingdom, or  of any other country.  “CSCC” means Cutaneous Squamous Cell Carcinoma.  “Default” means a fact, event or condition that constitutes an Event of Default or  that, with the giving of notice or the lapse of time, or both, would, unless cured or waived,  constitute an Event of Default.   “Deposit Accounts” means any “deposit accounts,” as such term is defined in the  UCC, and includes any checking account, savings account, or certificate of deposit.  “Domestic Subsidiary” means any Subsidiary organized under the laws of the  United States of America, any State thereof, the District of Columbia, or any other jurisdiction  within the United States of America.  “Due Diligence Fee” means $65,000, which fee has been paid to the Lenders prior  to the Closing Date and shall be deemed fully earned on such date regardless of the early  termination of this Agreement and shall be applied in its entirety on the Closing Date towards the  Lenders’ non-legal transaction costs and due diligence expenses.  





 






6   NY-2442286   “EEA Member Country” means any member state of the European Union,  Iceland, Liechtenstein and Norway.  “English Debenture” means that certain English law governed debenture, dated as  of the date hereof, executed by Replimune UK and the Agent.   “English Security Documents” means the following documents, each in form and  substance reasonably satisfactory to Agent: (a)the English Debenture , (b) that certain English  law governed share charge in respect of the entire issued share capital of Replimune UK, dated  as of the date hereof, executed by the Parent and the Agent, and (c) such other documents  incidental to the foregoing documents as Agent may reasonably determine necessary.  “EU Bail-In Legislation Schedule” means the document described as such and  published by the Loan Market Association (or any successor person) from time to time.  “End of Term Charge” means any end of term charge payable pursuant to  Section 2.6.  “Equity Interests” means, with respect to any Person, the capital stock,  partnership or limited liability company interest, or other equity securities or equity ownership  interests of such Person.  “ERISA” means the Employee Retirement Income Security Act of 1974, as  amended, and the regulations promulgated thereunder.  “Excluded Account” means (a) any deposit account or securities account  exclusively used as a trust, collateral, or escrow account, in each case (1) entered into in the  ordinary course of business, (2) where the applicable Borrower holds the funds exclusively for  the benefit of an unaffiliated third party, (3) such funds are pledged or otherwise encumbered as  set forth on Schedule 1C or pursuant to clauses (vi), (xiv), or (xv) of the definition of Permitted  Liens, and (4) only to the extent required to be excluded pursuant to the underlying documents  entered into in connection with such Permitted Liens, (b) any deposit account or securities  account exclusively used to secure obligations permitted under clause (vii) of the definition of  Permitted Indebtedness, and (c) any deposit account exclusively used for payroll, payroll taxes  and other employee wage and benefit payments to or for any Borrower’s employees, collectively  not to exceed the amount to be paid in the ordinary course of business in the then-next payroll  cycle.  “Excluded Subsidiaries” means all Foreign Subsidiaries (other than Replimune  UK) that (a) generate in the aggregate less than 5.00% of the consolidated trailing twelve month  revenue calculated in accordance with GAAP of the Parent and its Subsidiaries as of the last day  of the most recent fiscal month for which financial statements of the Parent are available or (b)  hold in the aggregate assets that constitute less than 5.00% of consolidated total assets of the  Parent and its Subsidiaries, at any time; provided that, if the consolidated trailing twelve month  revenue calculated in accordance with GAAP or consolidated total assets of all Foreign  Subsidiaries that would otherwise be an “Excluded Subsidiary” pursuant to clauses (a) and (b)  above exceeds (i) 5.00% of the of the consolidated trailing twelve month revenue calculated in  accordance with GAAP of the Parent and its Subsidiaries for such fiscal month or (ii) 5.00% of  





 






7   NY-2442286   consolidated total assets of the Parent and its Subsidiaries, at any time, then Borrower shall  designate in writing to the Agent one or more of such Foreign Subsidiaries to become a  Borrower to the extent necessary to eliminate such excess.  “FDA” means the U.S. Food and Drug Administration or any successor thereto or  any other comparable Governmental Authority.  “FDA Laws” means all applicable statutes, rules, regulations, published guidance  and Requirements of Law administered, implemented, enforced or issued by FDA or any  comparable governmental authority.  “Federal Health Care Program Laws” means collectively, federal Medicare or  federal or state Medicaid statutes, Sections 1128, 1128A, 1128B, 1128C or 1877 of the Social  Security Act (42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1320a-7c, 1320a-7h and 1395nn), the  federal TRICARE statute (10 U.S.C. § 1071 et seq.), the civil False Claims Act of 1863 (31 U.S.C.  § 3729 et seq.), criminal false claims statutes (e.g., 18 U.S.C. §§ 287 and 1001), the Program Fraud  Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.), and the Health Insurance Portability and  Accountability Act of 1996 (42 U.S.C. §§ 1320d-1329d-8), as amended by the Health Information  Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery  and Reinvestment Act of 2009, Public Law 111-5 (collectively, “HIPAA”) or related regulations  or other Requirements of Law applicable to Borrower that directly or indirectly govern the health  care industry, programs of governmental authorities related to healthcare, health care professionals  or other health care participants, or relationships among health care providers, suppliers,  distributors, manufacturers and patients.  “Forecast” means the projections for Borrower as delivered to Agent by Borrower  within 30 days after the achievement of the Approval Milestone, subject to approval by the Agent  in its reasonable discretion; provided that (i) if Borrower does not submit such projections within  such 30 day period after the achievement of the Approval Milestone then the Forecast shall be the  projections delivered to Agent as of the Closing Date, (ii) if the Agent does not reject the  projections delivered within such 30 day period after the achievement of the Approval Milestone  in writing within 30 days after Borrower has received written confirmation from Agent that it has  received such projections (with an explanation as to the reason(s) for such rejection) then such  projections shall be deemed to be approved and shall be the Forecast, and (iii) Borrower may from  time to time update the Forecast with a forecast approved by Borrower's Board of Directors  delivered to Agent pursuant to Section 7.1(h), subject to approval by the Agent in its reasonable  discretion.  “Foreign Subsidiary” means any Subsidiary other than a Domestic Subsidiary.  “GAAP” means generally accepted accounting principles in the United States of  America, as in effect from time to time.  “HMRC” means HM Revenue & Customs of the UK.  “Indebtedness” means indebtedness of any kind, including (a) all indebtedness for  borrowed money or the deferred purchase price of property or services (excluding trade credit  entered into in the ordinary course of business due within ninety (90) days), including non- 





 






8   NY-2442286   contingent reimbursement and other obligations with respect to surety bonds and letters of credit,  (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital  lease obligations, (d) equity securities of any Person subject to repurchase or redemption other  than at the sole option of such Person, (e) “earnouts”, purchase price adjustments, profit sharing  arrangements, deferred purchase money amounts and similar payment obligations or continuing  obligations of any nature arising out of purchase and sale contracts, (f) obligations arising under  bonus, deferred compensation, incentive compensation or similar arrangements (other than those  arising in the ordinary course of business), (g) non-contingent obligations to reimburse any bank  or Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar  instrument, and (h) all Contingent Obligations.  “Initial Facility Charge” means an amount equal to Four Hundred and Eighty- Seven Thousand and Five Hundred Dollars ($487,500), which is payable to the Lenders in  accordance with Section 4.1(h).  “Insolvency Proceeding” is any proceeding by or against any Person under the  United States Bankruptcy Code, or any other bankruptcy, liquidation, moratorium, receivership,  or insolvency law, including assignments for the benefit of creditors, compositions, extensions  generally with its creditors, or proceedings seeking reorganization, administration, arrangement,  or other similar relief proceedings in the applicable jurisdiction from time to time in effect and  affecting the rights of creditors generally.  “Intellectual Property” means all of Borrower’s Copyrights; Trademarks; Patents;  Licenses; trade secrets and inventions; mask works; Borrower’s applications therefor and  reissues, extensions, or renewals thereof; and Borrower’s goodwill associated with any of the  foregoing, together with Borrower’s rights to sue for past, present and future infringement of  Intellectual Property and the goodwill associated therewith.   “Investment” means (a) any beneficial ownership (including stock, partnership,  limited liability company interests, or other equity securities or ownership interests) of or in any  Person, (b) any loan, advance or capital contribution to any Person, (c) any Acquisition or (d)  other transfers on behalf of or in connection with any equity ownership or similar transfers.  “IP Ancillary Rights” means, with respect to any Copyright, Trademark, Patent,  software, trade secrets or trade secret rights, including any rights to unpatented inventions, know- how, show-how and operating manuals, all income, royalties, proceeds and liabilities at any time  due or payable or asserted under or with respect to any of the foregoing or otherwise with respect  thereto, including all rights to sue or recover at law or in equity for any past, present or future  infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case,  all rights to obtain any other intellectual property right ancillary to any Copyright, Trademark,  Patent, software, trade secrets or trade secret rights.  “IRS” means the United States Internal Revenue Service.  “Joinder Agreements” means for each Subsidiary (other than Excluded  Subsidiaries and the MSC Subsidiary), a completed and executed (i) Joinder Agreement in  substantially the form attached hereto as Exhibit F, or (ii) joinder documentation in form and  





 






9   NY-2442286   substance reasonably satisfactory to the Agent joining a Subsidiary as a party under the English  Security Documents or similar security documents under the relevant jurisdiction, as applicable.  “License” means any Copyright License, Patent License, Trademark License or  other license of rights or interests in respect of Company IP.  “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for  security, security interest, encumbrance, levy, lien or charge of any kind and any other security  interest or other agreements or arrangements having a similar effect, whether voluntarily  incurred or arising by operation of law or otherwise, against any property, any conditional sale or  other title retention agreement, and any lease in the nature of a security interest.  “Loan” means the Advances made under this Agreement.  “Loan Documents” means this Agreement, the promissory notes (if any), the  ACH Authorization, the Account Control Agreements, the Joinder Agreements, all UCC  Financing Statements, the Pledge Agreement, the English Security Documents, each Process  Letter, and any other documents executed in connection with the Secured Obligations or the  transactions contemplated hereby, as the same may from time to time be amended, modified,  supplemented or restated.  “Market Capitalization” means, as of any date of determination, the product of (a)  the number of outstanding shares of Common Stock publicly disclosed in the most recent filing  of Parent with the Securities and Exchange Commission as outstanding as of such date of  determination and (b) the most recent closing price of Parent’s Common Stock (as quoted on  Bloomberg L.P.’s page or any successor page thereto of Bloomberg L.P. or if such page is not  available, any other commercially available source).  “Material Adverse Effect” means a material adverse effect upon: (i) the business,  operations, properties, assets or financial condition of Parent and its Subsidiaries taken as a  whole; or (ii) the ability of Borrower to perform or pay the Secured Obligations in accordance  with the terms of the Loan Documents, or the ability of Agent or the Lenders to enforce any of  its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or Agent’s  Liens on the Collateral or the priority of such Liens.   “Material Regulatory Liabilities” means (i) any liabilities arising from the  violation of Public Health Laws, Federal Health Care Program Laws, and other applicable  comparable Requirements of Law (including FDA Laws and Federal Health Care Program  Laws), including, but not limited to, withdrawal of approval, recall, revocation, suspension,  import refusal and seizure of any Product, and (ii) any loss of recurring annual revenues as a  result of any loss, suspension or limitation of any Registrations, which, in the case of each of  clauses (i) and (ii), could reasonably be expected to result in a Material Adverse Effect.  “Maximum Term Loan Amount” means Two Hundred Million and No/100  Dollars ($200,000,000).  “Milestone” means individually, each of the Approval Milestone, Clinical  Milestone, Revenue Milestone and/or Tranche 3 Milestone.   





 






10   NY-2442286   “MSC Investment Conditions” means that Borrower maintains Qualified Cash in  an amount equal to or greater than the lesser of (i) 100% of the aggregate outstanding Secured  Obligations (inclusive of any Prepayment Charge and End of Term Charge that would be due  and owing if the outstanding Term Loan Advances were prepaid at the time of measurement) or  (ii) 100% of the consolidated Cash of Borrower and its Subsidiaries (other than Cash held in an  Excluded Account).  “MSC Subsidiary” means Replimune Securities Corporation, a wholly-owned  Subsidiary incorporated in the Commonwealth of Massachusetts or the State of Delaware for the  purpose of holding Investments as a Massachusetts security corporation under 830 CMR  63.38B.1 of the Massachusetts tax code and applicable regulations (as the same may be  amended, modified or replaced from time to time).  “Net Product Revenue” means net product revenue of the Borrower and its  Subsidiaries, as determined in accordance with GAAP, that is generated solely from the sale of  RP1 (which, for the avoidance of doubt, shall include sales, royalty, profit sharing, co- development, co-promotion and co-commercialization revenues recognized in accordance with  GAAP, but which shall not include any revenue that is milestone-based or any other one-time or  non-recurring revenue).  “NIH” means the National Institutes of Health.  “Non-Disclosure Agreement” means that certain Non-Disclosure Agreement by  and between Parent and Hercules Capital, Inc., dated as of July 25, 2022.  “OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control.  “OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked  Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079  (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant  to any of the rules and regulations of OFAC or pursuant to any other applicable Executive  Orders.  “Parent” means Replimune Group, Inc., a Delaware corporation.  “Patent License” means any written agreement granting any right with respect to  any invention on which a Patent is in existence or a Patent application is pending, in which  agreement Borrower now holds or hereafter acquires any interest.  “Patents” means all letters patent of, or rights corresponding thereto, in the United  States of America or in any other country, all registrations and recordings thereof, and all  applications for letters patent of, or rights corresponding thereto, in the United States of America,  the United Kingdom, or any other country.  “Performance Covenant Trigger Date” means the first date on or after July 1,  2024 on which the aggregate outstanding principal amount of the Term Loan Advances equals or  exceeds $100,000,000.  





 






11   NY-2442286   “Permitted Acquisition” means any Acquisition (including by way of merger) by  Borrower which is conducted in accordance with the following requirements:  (a) such acquisition is of (i) a business or Person located within the  United States of America engaged in a line of business related to that of Borrower or its  Subsidiaries or (ii) a product, product line or Intellectual Property (or the right to use,  develop or sell the same (including through licensing) related to the business of Borrower  or its Subsidiaries;  (b) if such acquisition is structured as a stock acquisition, then the  Person so acquired shall either (i) become a wholly-owned Subsidiary of Borrower or of  a Subsidiary and Borrower shall comply, or cause such Subsidiary to comply, with  Section 7.13 hereof or (ii) such Person shall be merged with and into Borrower (with  Borrower being the surviving entity);  (c) if such acquisition is structured as the acquisition of assets, such  assets shall be acquired by Borrower or a newly-organized wholly-owned Subsidiary (in  which event such Subsidiary shall comply with Section 7.13 hereof), and shall be free  and clear of Liens other than Permitted Liens;  (d) Borrower shall have delivered to the Lenders not less than ten (10)  days nor more than forty five (45) days prior to the date of such acquisition, notice of  such acquisition together with, to the extent available, pro forma projected financial  information, copies of all material documents relating to such acquisition, and historical  financial statements for such acquired entity, division or line of business;  (e) both immediately before and after such acquisition no Default or  Event of Default shall have occurred and be continuing; and  (f) the sum of the purchase price of such proposed new acquisition,  computed on the basis of total acquisition consideration paid or incurred, or to be paid or  incurred, by Borrower with respect thereto, including the amount of Permitted  Indebtedness assumed or to which such assets, businesses or business or ownership  interest or shares, or any Person so acquired, is subject, (i) at any time prior to the  achievement of the Approval Milestone, shall not be greater than (x) Seven Million Five  Hundred Thousand Dollars ($7,500,000) for any single acquisition or group of related  acquisitions or (y) Ten Million Dollars ($10,000,000) for all such acquisitions during the  term of this Agreement or (ii) at any time after the achievement of the Approval  Milestone, shall not be greater than (x) Ten Million Dollars ($10,000,000) for any single  acquisition or group of related acquisitions or (y) Twenty-Five Million Dollars  ($25,000,000) for all such acquisitions during the term of this Agreement; provided that  acquisition consideration funded by proceeds from the sale and issuance of Borrower’s  Equity Interests in a transaction not resulting in a Change in Control, which sale and  issuance has a primary purpose to fund such Acquisition, and which sale and issuance is  consummated substantially contemporaneously with (and in any event, prior to, but no  more than fifteen (15) days prior to) the consummation of such Acquisition, shall be  disregarded in determining compliance with this clause (f); provided further, that for any  





 






12   NY-2442286   Acquisition in which the consideration consists solely of Equity Interests of Borrower,  the value of such Equity Interests shall be disregarded in determining compliance with  this clause (f).  “Permitted Convertible Debt” means issuance by Parent of convertible notes in an  aggregate principal amount of not more than Four Hundred Million Dollars ($400,000,000);  provided that such convertible notes shall (a) have a scheduled maturity date no earlier than one  hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured or secured, (c)  not be guaranteed by any Subsidiary of Parent that is not a Borrower or a guarantor of the  Secured Obligations, (d) contain conversion, redemption and fundamental change terms that are  usual and customary for convertible notes issued in public or “Rule 144A” offerings, (e) if  secured, contain usual and customary subordination terms for underwritten offerings of senior  subordinated convertible notes and (f) if secured, shall specifically designate this Agreement and  all Secured Obligations as “designated senior indebtedness” or similar term so that the  subordination terms referred to in clause (e) of this definition specifically refer to such notes as  being subordinated to the Secured Obligations pursuant to such subordination terms.  “Permitted Indebtedness” means:  (i) Indebtedness of Borrower in favor of the Lenders or Agent  arising under this Agreement or any other Loan Document;  (ii) Indebtedness existing on the Closing Date which is  disclosed in Schedule 1A;  (iii) Indebtedness of up to $10,000,000 outstanding at any time  secured by a Lien described in clause (vii) of the defined term “Permitted Liens,”  provided such Indebtedness does not exceed the cost of the Equipment financed  with such Indebtedness;  (iv) Indebtedness to trade creditors incurred in the ordinary  course of business, including Indebtedness incurred in the ordinary course of  business with corporate credit cards;  (v) Indebtedness that also constitutes a Permitted Investment;  (vi) Subordinated Indebtedness;  (vii) reimbursement obligations in connection with letters of  credit that are secured by Cash and issued on behalf of Borrower or a Subsidiary  thereof in an amount not to exceed (A) at any time prior to the achievement of the  Approval Milestone, $3,500,000 at any time outstanding or (B) at any time  following the achievement of the Approval Milestone, $5,000,000 at any time  outstanding,   (viii) other unsecured Indebtedness in an amount not to exceed  $2,000,000 at any time outstanding,  





 






13   NY-2442286   (ix) intercompany Indebtedness as long as such Indebtedness  (A) is owing from a Borrower to another Borrower, or (B) is owing from a  Subsidiary to Borrower so long as such Indebtedness is a Permitted Investment;  (x) Permitted Convertible Debt; and  (xi) extensions, refinancings and renewals of any items of  Permitted Indebtedness, provided that the principal amount is not increased (other  than as a result of the capitalization of interest, fees or expenses) or the terms  modified to impose materially more burdensome terms upon Borrower or its  Subsidiary, as the case may be.  “Permitted Investment” means:  (i) Investments existing on the Closing Date which are  disclosed in Schedule 1B;  (ii) (a) marketable direct obligations issued or unconditionally  guaranteed by the United States of America or any agency or any State thereof  maturing within one year from the date of acquisition thereof currently having a  rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or  Moody’s Investors Services, (b) commercial paper maturing no more than one  year from the date of creation thereof and currently having a rating of at least A-2  or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service,  (c) certificates of deposit issued by any bank with assets of at least $500,000,000  maturing no more than one year from the date of investment therein, and (d)  money market accounts;  (iii) repurchases of stock from former employees, directors, or  consultants of Borrower under the terms of applicable repurchase agreements at  the original issuance price of such securities in an aggregate amount not to exceed  $1,000,000 in any fiscal year, provided that no Event of Default has occurred, is  continuing or could exist after giving effect to the repurchases;  (iv) Investments accepted in connection with Permitted  Transfers;  (v) Investments (including debt obligations) received in  connection with the bankruptcy or reorganization of customers or suppliers and in  settlement of delinquent obligations of, and other disputes with, customers or  suppliers arising in the ordinary course of Borrower’s business;  (vi) Investments consisting of notes receivable of, or prepaid  royalties and other credit extensions, to customers and suppliers who are not  Affiliates, in the ordinary course of business, provided that this subparagraph (vi)  shall not apply to Investments of Borrower in any Subsidiary;  





 






14   NY-2442286   (vii) Investments consisting of loans not involving the net  transfer on a substantially contemporaneous basis of cash proceeds to employees,  officers or directors relating to the purchase of capital stock of Parent pursuant to  employee stock purchase plans or other similar agreements approved by Parent’s  Board of Directors;  (viii) Investments consisting of travel advances in the ordinary  course of business;  (ix) Investments in newly-formed Subsidiaries, provided that  each such Subsidiary enters into a Joinder Agreement promptly after its formation  by Borrower and executes such other documents as shall be reasonably requested  by Agent;  (x) Investments in Excluded Subsidiaries not to exceed  $500,000 in the aggregate per month and $1,000,000 in the aggregate per fiscal  year;  (xi) Investments in the MSC Subsidiary, so long as an Event of  Default does not exist at the time of such Investment and would not exist after  giving effect to such Investment and provided that Borrower is in compliance  with Section 7.14 hereunder;  (xii) joint ventures or strategic alliances in the ordinary course  of Borrower’s business consisting of the nonexclusive licensing of technology,  the development of technology or the providing of technical support, provided  that any cash Investments by Borrower do not exceed $500,000 in the aggregate  in any fiscal year and, provided, further, that, for the avoidance of doubt, any  cost-sharing arrangements in connection with collaborative studies with third  parties shall not be subject to any such limitation;  (xiii) Permitted Acquisitions; and  (xiv) additional Investments that do not exceed $1,000,000 in the  aggregate.  “Permitted Liens” means:  (i) Liens in favor of Agent or the Lenders;  (ii) Liens existing on the Closing Date which are disclosed in  Schedule 1C;  (iii) Liens for taxes, fees, assessments or other governmental  charges or levies, either not yet due or being contested in good faith by  appropriate proceedings diligently conducted; provided, that Borrower maintains  adequate reserves therefor on Borrower’s Books in accordance with GAAP;  





 






15   NY-2442286   (iv) Liens securing claims or demands of materialmen, artisans,  mechanics, carriers, warehousemen, landlords and other like Persons arising in  the ordinary course of Borrower’s business and imposed without action of such  parties; provided, that the payment thereof is not yet required;  (v) Liens arising from judgments, decrees or attachments in  circumstances which do not constitute an Event of Default hereunder;  (vi) the following deposits, to the extent made in the ordinary  course of business: deposits under worker’s compensation, unemployment  insurance, social security and other similar laws, or to secure the performance of  bids, tenders or contracts (other than for the repayment of borrowed money) or to  secure indemnity, performance or other similar bonds for the performance of bids,  tenders or contracts (other than for the repayment of borrowed money) or to  secure statutory obligations (other than Liens arising under ERISA or  environmental Liens) or surety or appeal bonds, or to secure indemnity,  performance or other similar bonds;  (vii) Liens on Equipment or software or other intellectual  property constituting purchase money Liens and Liens in connection with capital  leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness”;  (viii) Liens incurred in connection with Subordinated  Indebtedness;  (ix) leasehold interests in leases or subleases and licenses  granted in the ordinary course of business and not interfering in any material  respect with the business of the licensor;  (x) Liens in favor of customs and revenue authorities arising as  a matter of law to secure payment of custom duties that are promptly paid on or  before the date they become due;  (xi) Liens on insurance proceeds securing the payment of  financed insurance premiums that are promptly paid on or before the date they  become due (provided that such Liens extend only to such insurance proceeds and  not to any other property or assets);  (xii) statutory and common law rights of set-off and other  similar rights as to deposits of cash and securities in favor of banks, other  depository institutions and brokerage firms;  (xiii) easements, zoning restrictions, rights-of-way and similar  encumbrances on real property imposed by law or arising in the ordinary course  of business so long as they do not materially impair the value or marketability of  the related property;  





 






16   NY-2442286   (xiv) (A) Liens on Cash securing obligations permitted under  clause (vii) of the definition of Permitted Indebtedness and (B) security deposits  in connection with real property leases, the combination of (A) and (B) in an  aggregate amount not to exceed (A) at any time prior to the achievement of the  Approval Milestone, $3,500,000 at any time outstanding or (B) at any time  following the achievement of the Approval Milestone, $5,000,000 at any time  outstanding;   (xv) Liens on Cash securing corporate credit card obligations  permitted under clause (iv) of the definition of Permitted Indebtedness, in an  aggregate amount not to exceed $500,000 at any time; and  (xvi) Liens incurred in connection with the extension, renewal or  refinancing of the Indebtedness secured by Liens of the type described in clauses  (i) through (xi) above; provided, that any extension, renewal or replacement Lien  shall be limited to the property encumbered by the existing Lien and the principal  amount of the Indebtedness being extended, renewed or refinanced (as may have  been reduced by any payment thereon) does not increase, other than as a result of  the capitalization of interest, fees and expenses thereunder.  “Permitted Transfers” means:  (i) sales of Inventory in the ordinary course of business;  (ii) non-exclusive licenses, sublicenses and similar  arrangements for the use of Company IP of Borrower or Borrower Products and  related assets in the ordinary course of business that could not result in a legal  transfer of title of the licensed property;  (iii)  exclusive licenses, sublicenses and similar arrangements  for the use of Company IP of Borrower or Borrower Products and related assets in  the ordinary course of business that could not result in a legal transfer of title of  the licensed property that may be exclusive in respects other than territory, and that  may be exclusive as to territory only as to discreet geographical areas outside of  the United States of America;  (iv) exclusive licenses, sublicenses and similar arrangements  for the use of Company IP of Borrower or Borrower Products and related assets in  the ordinary course of business that could not result in a legal transfer of title of  the licensed property that is exclusive as to territory inside the United States of  America, provided that each such license (a) is for a specific product or product  candidate, other than RP1 in indications related to the treatment of patients with  CSCC or the treatment of patients with Melanoma who failed anti-PD1 therapy,  and (b) constitutes an arms-length transaction, the terms of which, on their face,  do not provide for a sale or assignment by Borrower of any Company IP;   (v) dispositions of worn-out, obsolete or surplus Equipment at  fair market value in the ordinary course of business;  





 






17   NY-2442286   (vi) transfers by and among any Borrower;  (vii) the use or transfer of cash or cash equivalents in a manner  that is not prohibited by the terms of this Agreement or the other Loan Documents  and in the ordinary course of business;  (viii) transfers consisting of Permitted Liens or Permitted  Investments;  (ix) subleases of real property or the termination of real  property leases in the ordinary course of business;  (x) transactions permitted under Section 7.9; and  (xi) other transfers of assets having a fair market value of not  more than $1,000,000 in the aggregate in any fiscal year.  “Person” means any individual, sole proprietorship, partnership, joint venture,  trust, unincorporated organization, association, corporation, limited liability company,  institution, other entity or government.  “Pledge Agreement” means the Pledge Agreement dated as of the Closing Date  between each Borrower party thereto and Agent, as the same may from time to time be amended,  restated, modified or otherwise supplemented.  “Prime Rate” means the lesser of (a) the prime rate as reported in The Wall Street  Journal and (b) 7.25%.  “PSC Register” means the “PSC register” within the meaning of section 790C(10)  of the Companies Act 2006.  “Public Health Laws” means all Requirements of Law relating to the  procurement, development, clinical and non-clinical evaluation, product approval or licensure,  manufacture, production, analysis, importation, exportation, use, handling, quality, sale, labeling,  promotion, clinical trial registration or post market requirements of any drug, biologic or other  product (including, without limitation, any ingredient or component of the foregoing products)  subject to regulation under the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.)  and the Public Health Service Act (42 U.S.C. § 201 et seq.), including without limitation the  regulations promulgated by the FDA at Title 21 of the Code of Federal Regulations, or any  other  FDA Laws, and all applicable regulations promulgated by the NIH and codified at Title 42 of the  Code of Federal Regulations.  “Products” means all products, software, service offerings, technical data or  technology currently being designed, manufactured or sold by Borrower or any of its Subsidiaries  or which Borrower or any of its Subsidiaries intends to sell, license, or distribute in the future  including any products or service offerings under development, collectively, together with all  products, software, service offerings, technical data or technology that have been sold, licensed or  distributed by Borrower or such Subsidiary since formation.  





 






18   NY-2442286   “Qualified Cash” means the amount of Borrower’s cash and cash equivalents held  in accounts subject to an Account Control Agreement in favor of Agent.  “Qualified Cash A/P Amount” means the amount of Borrower’s accounts payable  that have not been paid within one hundred twenty (120) days from the due date of the relevant  account payable, other than any such accounts payable that are being contested in good faith by  appropriate proceedings and for which Borrower and its Subsidiaries maintain adequate reserves  in accordance with GAAP.  “Receivables” means (i) all of Borrower’s Accounts, Instruments, Documents,  Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and  Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.  “Redemption Conditions” means, with respect to any payment of cash in respect  of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following  events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both  immediately before and at all times after such redemption, Borrower’s Unrestricted Cash shall be  no less than 150% of the aggregate outstanding amount of the Secured Obligations (inclusive of  any Prepayment Charge and End of Term Charge that would be due and owing if the outstanding  Term Loan Advances were prepaid at the time of measurement) plus the Qualified Cash A/P  Amount.   “Register” has the meaning specified in Section 11.7.  “Registrations” means authorizations, approvals, licenses, permits, certificates,  registrations, listings, or exemptions of or issued by any governmental authority (including  marketing approvals, investigational new drug applications, product recertifications, drug  manufacturing establishment registration and product listing, pricing and reimbursement  approvals, labeling approvals or their foreign equivalent) that are required for the research,  development, manufacture, commercialization, distribution, marketing, storage, transportation,  pricing, governmental authority reimbursement, use and sale of Products.  “Regulatory Action” means an administrative or regulatory enforcement action,  proceeding or investigation, warning letter, untitled letter, Form 483 or similar inspectional  observations, other notice of violation letter, recall, seizure, Section 305 notice or other similar  written communication, or consent decree, issued or required by the FDA or under the Public  Health Laws, the NIH or a comparable governmental authority in any other regulatory  jurisdiction.  “Replimune UK” means Replimune Limited, a company incorporated in England  and Wales with registered number 09496393 whose registered address is 69 Innovation Drive,  Milton Park, Oxfordshire, OX14 4RQ, United Kingdom.  “Required Lenders” means at any time, the holders of more than 50% of the sum  of the aggregate unpaid principal amount of the Term Loan then outstanding.  “Requirements of Law” means, with respect to any Person, collectively, the  common law and all federal, state, provincial, local, foreign, multinational or international laws,   





 






19   NY-2442286   statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders,  judgments, writs, injunctions, decrees (including administrative or judicial precedents or  authorities) and the interpretation or administration thereof by, and other determinations,  directives, requirements or requests of, any governmental authority, in each case that are  applicable to or binding upon such Person or any of its property or to which such Person or any  of its property is subject.  “Resolution Authority” means any body which has authority to exercise any  Writedown and Conversion Powers.  “Revenue Milestone” means the satisfaction of each of the following events: (a) no  Default or Event of Default shall have occurred and be continuing and (b) Borrower shall have  delivered evidence satisfactory to Agent (as determined by Agent in its sole discretion) that after  the Closing Date and prior to November 30, 2025, Borrower has achieved at least Ninety-Five  Million Dollars ($95,000,000) in T6M Net Product Revenue.  “Sanctioned Country” shall mean, at any time, a country or territory which is the  subject or target of any Sanctions.  “Sanctioned Person” shall mean, at any time, (a) any Person listed in any  Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control  of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations  Security Council, the European Union or any EU member state, (b) any Person operating,  organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.  “Sanctions” shall mean economic or financial sanctions or trade embargoes  imposed, administered or enforced from time to time by (a) the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or  the U.S. Department of State, or (b) the United Nations Security Council, the European Union or  Her Majesty’s Treasury of the United Kingdom.  “Secured Obligations” means Borrower’s obligations under this Agreement and  any Loan Document, including any obligation to pay any amount now owing or later arising  hereunder or thereunder.  “Subordinated Indebtedness” means Indebtedness subordinated to the Secured  Obligations in amounts and on terms and conditions reasonably satisfactory to Agent and subject  to a subordination agreement in form and substance reasonably satisfactory to Agent.  “Subsequent Financing” means the closing of any publicly-marketed equity  issuance by Parent effected pursuant to a Registration Statement filed by Parent with the  Securities and Exchange Commission and which becomes effective after the Closing Date.  “Subsidiary” means an entity, whether corporate, partnership, limited liability  company, joint venture or otherwise, in which Borrower owns or controls 50% or more of the  outstanding voting securities, including each entity listed on Schedule 1 hereto.  





 






20   NY-2442286   “T3M Net Product Revenue” means Net Product Revenue, measured on a trailing  three-month basis as of the date of the most recently delivered monthly financial statements in  accordance with Section 7.1(a).  “T6M Net Product Revenue” means Net Product Revenue, measured on a trailing  six-month basis as of the date of the most recently delivered monthly financial statements in  accordance with Section 7.1(a).  “Taxes” means all present or future taxes, levies, imposts, duties, deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed by any  governmental authority, including any interest, additions to tax or penalties applicable thereto.  “Term Commitment” means as to any Lender, the obligation of such Lender, if  any, to make a Term Loan Advance to Borrower in a principal amount not to exceed the amount  set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.1.  “Term Loan Advance” means each Tranche 1 Advance, Tranche 2 Advance,  Tranche 3 Advance, Tranche 4 Advance, Tranche 5 Advance, Tranche 6 Advance and any other  Term Loan funds advanced under this Agreement.  “Term Loan Cash Interest Rate” means for any day a per annum rate of interest  equal to the greater of either (i) 7.25% and (ii) the Prime Rate plus 1.75%.  “Term Loan PIK Interest Rate” means 1.50%.  “Term Loan Maturity Date” means October 1, 2027; provided however, that if  such day is not a Business Day, the Term Loan Maturity Date shall be the immediately preceding  Business Day.  “Trademark License” means any written agreement granting any right to use any  Trademark or Trademark registration, now owned or hereafter acquired by Borrower or in which  Borrower now holds or hereafter acquires any interest.  “Trademarks” means all trademarks (registered, common law or otherwise) and  any applications in connection therewith, including registrations, recordings and applications in  the United States Patent and Trademark Office or in any similar office or agency of the United  States of America, the United Kingdom, any State thereof or any other country or any political  subdivision thereof.  “Tranche 1” means the Advances pursuant to Section 2.2(a).  “Tranche 2” means the Advances pursuant to Section 2.2(b).  “Tranche 3” means the Advance pursuant to Section 2.2(c).  “Tranche 3 Facility Charge” means zero point five percent (0.50%) of each  Tranche 3 Advance, which is payable to the Lenders in accordance with Section 4.2(e).  





 






21   NY-2442286   “Tranche 3 Milestone” means the satisfaction of each of the following events: (a)  no Default or Event of Default shall have occurred and be continuing and (b) Parent shall have  stated in Parent’s public filings with the Securities and Exchange Commission (as confirmed by  Agent in its reasonable discretion) that it has received FDA acceptance of Borrower’s first BLA  for either indications related to (i) the commercialization of RP1 for the treatment of patients  with CSCC or (ii) the commercialization of RP1 for the treatment of patients with Melanoma  who failed anti-PD1 therapy.  “Tranche 4” means the Advances pursuant to Section 2.2(d).  “Tranche 4 Facility Charge” means zero point five percent (0.50%) of each  Tranche 4 Advance, which is payable to the Lenders in accordance with Section 4.2(f).  “Tranche 5” means the Advances pursuant to Section 2.2(e).  “Tranche 5 Facility Charge” means zero point five percent (0.50%) of each  Tranche 5 Advance, which is payable to the Lenders in accordance with Section 4.2(g).  “Tranche 6” means the Advances pursuant to Section 2.2(f).  “Tranche 6 Facility Charge” means zero point five percent (0.50%) of each  Tranche 6 Advance, which is payable to the Lenders in accordance with Section 4.2(h).  “UCC” means the Uniform Commercial Code as the same is, from time to time,  in effect in the State of New York; provided, 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, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is,  from time to time, in effect in a jurisdiction other than the State of New York, then the term  “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other  jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,  priority or remedies and for purposes of definitions related to such provisions.  “Unrestricted Cash” means unrestricted Cash of Borrower maintained in Deposit  Accounts or other accounts in Borrower’s name subject to an Account Control Agreement in  favor of Agent.   “UK” means the United Kingdom.  “UK Bail-In Legislation” means (to the extent that the United Kingdom is not an  EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the  United Kingdom Banking Act 2009 and any other law or regulation applicable in the United  Kingdom relating to the resolution of unsound or failing banks, investment firms or other  financial institutions or their affiliates (otherwise than through liquidation, administration or  other insolvency proceedings).  “UK PSC Loan Party” means a company incorporated in England and Wales who  is required to maintain a PSC Register and whose shares are pledged as Collateral.  





 






22   NY-2442286   “UK Withholding Tax” means any Taxes imposed by way of deduction or  withholding by the UK.  “U.S. Person” means any Person that is a “United States person” as defined in  Section 7701(a)(30) of the Code.  “Write-down and Conversion Powers” means:  (a) in relation to any Bail-In Legislation described in the EU Bail-In  Legislation Schedule from time to time, the powers described as such in relation to that  Bail-In Legislation in the EU Bail-In Legislation Schedule;  (b) in relation to any other applicable Bail-In Legislation: 14  (i) any powers under that Bail-In Legislation to cancel,  transfer or dilute shares issued by a person that is a bank or investment firm or  other financial institution or affiliate of a bank, investment firm or other financial  institution, to cancel, reduce, modify or change the form of a liability of such a  person or any contract or instrument under which that liability arises, to convert  all or part of that liability into shares, securities or obligations of that person or  any other person, to provide that any such contract or instrument is to have effect  as if a right had been exercised under it or to suspend any obligation in respect of  that liability or any of the powers under that Bail-In Legislation that are related to  or ancillary to any of those powers; and  (ii) any similar or analogous powers under that Bail-In  Legislation; and  (c) in relation to any UK Bail-In Legislation:  (i) any powers under that UK Bail-In Legislation to cancel,  transfer or dilute shares issued by a person that is a bank or investment firm or  other financial institution or affiliate of a bank, investment firm or other financial  institution, to cancel, reduce, modify or change the form of a liability of such a  person or any contract or instrument under which that liability arises, to convert  all or part of that liability into shares, securities or obligations of that person or  any other person, to provide that any such contract or instrument is to have effect  as if a right had been exercised under it or to suspend any obligation in respect of  that liability or any of the powers under that UK Bail-In Legislation that are  related to or ancillary to any of those powers; and  (ii) any similar or analogous powers under that UK Bail-In  Legislation.  1.2 The following terms are defined in the Sections or subsections referenced  opposite such terms:  Defined Term Section  





 






23   NY-2442286   Agent Preamble  Assignee 11.14  Borrower Preamble  Claims 11.10  Collateral 3.3  Confidential Information  Current Company IP  11.22  5.10(a)  Event of Default 9  Financial Statements 7.1  Indemnified Person 6.3  Lenders Preamble  Liabilities 6.3  Maximum Rate 2.3  Open Source License 5.10  Participant Register  Perfection Certificate  Performance Covenant  11.8  4.1(g)  7.22(b)  Prepayment Charge 2.5(a)  Process Letter Addendum 4  Publicity Materials 11.19  Register 11.7  Regulation 5.15  Third Party IP 5.10(i)  Rights to Payment  SBA  SBIC  SBIC Act  Tranche 1 Advance  Tranche 2 Advance  Tranche 3 Advance  Tranche 4 Advance  Tranche 5 Advance  Tranche 6 Advance  UCC Collateral   3.1  7.24  7.24  7.24  2.2(a)  2.2(b)  2.2(c)  2.2(d)  2.2(e)  2.2(f)  3.1        1.3 Unless otherwise specified, all references in this Agreement or any Annex or  Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to  the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement.   Unless otherwise specifically provided herein, any accounting term used in this Agreement or the  other Loan Documents shall have the meaning customarily given such term in accordance with  GAAP, and all financial computations hereunder shall be computed in accordance with GAAP,  consistently applied.  Unless otherwise defined herein or in the other Loan Documents, terms  that are used herein or in the other Loan Documents and defined in the UCC shall have the  meanings given to them in the UCC.  For all purposes under the Loan Documents, in connection  





 






24   NY-2442286   with any division or plan of division under Delaware law (or any comparable event under a  different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes  the asset, right, obligation or liability of a different Person, then it shall be deemed to have been  transferred from the original Person to the subsequent Person and (b) if any new Person comes  into existence, such new Person shall be deemed to have been organized on the first date of its  existence by the holders of its Equity Interests at such time.  1.4 All references in this Agreement or any Annex or Schedule hereto a “regulation”  includes any regulation, rule, official directive, request or guideline (whether or not having the  force of law) of any governmental, intergovernmental or supranational body, agency, department  or of any regulatory, self-regulatory or other authority or organization.  1.5 Notwithstanding anything in the definition of GAAP to the contrary, any  obligations under a lease (whether existing now or entered into in the future) that is not (or  would not be) a capital lease under GAAP as in effect prior to giving effect to FASB Accounting  Standards Update No. 2016-02, Leases, shall not be treated as a capital lease solely as a result of  the adoption of changes in GAAP.  SECTION 2 THE LOAN  2.1 [Reserved]  2.2 Term Loan Advances.  (a) Tranche 1 Advance.  Subject to the terms and conditions of this  Agreement, on the Closing Date, the Lenders shall severally (and not jointly) make, and  Borrower agrees to draw, an initial Term Loan Advance in an aggregate principal amount  not less than Thirty Million Dollars ($30,000,000); provided that Borrower may request,  and the Lenders shall severally (and not jointly) make, in each case on or prior to  September 30, 2023, one additional Term Loan Advance in minimum increments of Ten  Million Dollars ($10,000,000) (or if less than Ten Million Dollars ($10,000,000), the  remaining amount of Term Loan Advances available to be drawn pursuant to this Section  2.2(a)); provided, further that the aggregate amount of Term Loan Advances made under  this Section 2.2(a) shall not exceed $60,000,000 (each such Term Loan Advance, a  “Tranche 1 Advance”).  (b) Tranche 2 Advance.  Subject to the terms and conditions of this  Agreement and the achievement of the Clinical Milestone, beginning upon the earlier of  (i) the drawing of 100% of the Term Commitment in respect of the Tranche 1 Advances  or (ii) September 30, 2023, Borrower may request, and the Lenders shall severally (and  not jointly) make, in each case on or prior to December 31, 2023, one Term Loan  Advance in an aggregate principal amount of Fifteen Million Dollars ($15,000,000) (the  “Tranche 2 Advance”).  (c) Tranche 3 Advance.  Subject to the terms and conditions of this  Agreement and the achievement of the Tranche 3 Milestone, Borrower may request, and  the Lenders shall severally (and not jointly) make, in each case on or prior to the earlier  of (i) September 30, 2024 or (ii) sixty (60) days following the achievement of the  





 






25   NY-2442286   Tranche 3 Milestone, additional Term Loan Advances in an aggregate principal amount  up to Twenty-Five Million Dollars ($25,000,000), in minimum draws of at least Ten  Million Dollars ($10,000,000) (or if less than Ten Million Dollars ($10,000,000), the  remaining amount of Term Loan Advances available to be drawn pursuant to this Section  2.2(c)) (each, a  “Tranche 3 Advance”); provided that Borrower shall not be permitted to  request more than two (2) Tranche 3 Advances in total.  (d) Tranche 4 Advance.  Subject to the terms and conditions of this  Agreement and the achievement of the Approval Milestone, Borrower may request, and  the Lenders shall severally (and not jointly) make, in each case on or prior to the earlier  of (i) March 31, 2025 or (ii) sixty (60) days following the achievement of the Approval  Milestone, additional Term Loan Advances in an aggregate principal amount up to  Thirty-Five Million Dollars ($35,000,000), in minimum draws of at least Ten Million  Dollars ($10,000,000) (or if less than Ten Million Dollars ($10,000,000), the remaining  amount of Term Loan Advances available to be drawn pursuant to this Section 2.2(d))  (each, a “Tranche 4 Advance”); provided that Borrower shall not be permitted to request  more than two (2) Tranche 4 Advances in total.  (e) Tranche 5 Advance.  Subject to the terms and conditions of this  Agreement and the achievement of the Revenue Milestone, Borrower may request, and  the Lenders shall severally (and not jointly) make, in each case on or prior to the earlier  of (i) December 15, 2025 or (ii) sixty (60) days following the achievement of the  Revenue Milestone, additional Term Loan Advances in an aggregate principal amount up  to Forty Million Dollars ($40,000,000), in minimum draws of at least Ten Million Dollars  ($10,000,000) (or if less than Ten Million Dollars ($10,000,000), the remaining amount  of Term Loan Advances available to be drawn pursuant to this Section 2.2(e)) (each, a  “Tranche 5 Advance”); provided that Borrower shall not be permitted to request more  than two (2) Tranche 5 Advances in total.  (f) Tranche 6 Advance.  Subject to the terms and conditions of this Agreement  and conditioned on approval by the Lenders’ respective investment committees in their  sole and unfettered discretion, Borrower may request, and the Lenders shall severally (and  not jointly) make, in each case prior to the Amortization Date, additional Term Loan  Advances in an aggregate principal amount of up to Twenty-Five Million Dollars  ($25,000,000), in minimum draws of at least Ten Million Dollars ($10,000,000) (or if less  than Ten Million Dollars ($10,000,000), the remaining amount of Term Loan Advances  available to be drawn pursuant to this Section 2.2(f)) (each, a “Tranche 6 Advance”);  provided that Borrower shall not be permitted to request more than two (2) Tranche 6  Advances in total.  The aggregate outstanding Term Loan Advances shall not exceed the Maximum  Term Loan Amount.  Each Term Loan Advance of each Lender shall not exceed its  respective Term Commitment.  (g) Advance Request.  To obtain a Term Loan Advance, Borrower shall  complete, sign and deliver an Advance Request (at least five (5) Business Days before  the Advance Date other than the Closing Date, which shall be at least one (1) Business  





 






26   NY-2442286   Day) to Agent.  The Lenders shall fund the Term Loan Advance in the manner requested  by the Advance Request provided that each of the conditions precedent to such Term  Loan Advance is satisfied as of the requested Advance Date.  (h) Interest.    (i) Term Loan Cash Interest Rate.  In addition to interest  accrued pursuant to the Term Loan PIK Interest Rate, the principal balance  (including, for the avoidance of doubt, any payment-in-kind interest added to  principal pursuant to Section 2.2(h)(ii)) of each Term Loan Advance shall bear  interest thereon from such Advance Date at the Term Loan Cash Interest Rate  based on a year consisting of 360 days, with interest computed daily based on the  actual number of days elapsed.  The Term Loan Cash Interest Rate will float and  change on the day the prime rate changes from time to time.  (ii) Term Loan PIK Interest Rate.  In addition to interest  accrued pursuant to the Term Loan Cash Interest Rate, the principal balance of  each Term Loan Advance shall bear interest thereon from the applicable Advance  Date therefor at the Term Loan PIK Interest Rate based on a year consisting of  360 days, with interest computed daily based on the actual number of days  elapsed, which amount shall be added to the outstanding principal balance so as to  increase the outstanding principal balance of such Term Loan Advance on each  payment date for such Advance, which principal amount shall accrue interest  payable as provided in Section 2.2(h)(i) and which accrued and unpaid amount  shall be payable when the principal amount of the Advance is payable in  accordance with Section 2.2(i).  (i) Payment.  Borrower will pay interest on each Term Loan Advance on the  first Business Day of each month, beginning the month after the Advance Date.   Borrower shall repay the aggregate Term Loan principal balance that is outstanding on  the day immediately preceding the Amortization Date, in equal monthly installments of  principal and interest (mortgage style) beginning on the Amortization Date and  continuing on the first Business Day of each month thereafter until the Secured  Obligations (other than inchoate indemnity obligations) are repaid.  The entire Term  Loan principal balance and all accrued but unpaid interest hereunder, shall be due and  payable on Term Loan Maturity Date.  Borrower shall make all payments under this  Agreement without setoff, recoupment or deduction and regardless of any counterclaim  or defense.  The Lenders will initiate debit entries to Borrower’s account as authorized on  the ACH Authorization (i) on each payment date of all periodic obligations payable to the  Lenders under each Term Advance and (ii) out-of-pocket legal fees and costs incurred by  Agent or the Lenders in accordance with Section 11.12 of this Agreement; provided that,  with respect to clause (i) above, in the event that the Lenders or Agent informs Borrower  that the Lenders will not initiate a debit entry to Borrower’s account for a certain amount  of the periodic obligations due on a specific payment date, Borrower shall pay to the  Lenders such amount of periodic obligations in full in immediately available funds on  such payment date; provided, further, that, with respect to clause (i) above, if the Lenders  or Agent informs Borrower that the Lenders will not initiate a debit entry as described  





 






27   NY-2442286   above later than the date that is three (3) Business Days prior to such payment date,  Borrower shall pay to the Lenders such amount of periodic obligations in full in  immediately available funds on the date that is three (3) Business Days after the date on  which the Lenders or Agent notifies Borrower of such; provided, further, that, with  respect to clause (ii) above, in the event that the Lenders or Agent informs Borrower that  the Lenders will not initiate a debit entry to Borrower’s account for certain amount of  such out-of-pocket legal fees and costs incurred by Agent or the Lenders, Borrower shall  pay to the Lenders such amount in full in immediately available funds within three (3)  Business Days.  2.3 Maximum Interest.  Notwithstanding any provision in this Agreement or any  other Loan Document, it is the parties’ intent not to contract for, charge or receive interest at a  rate that is greater than the maximum rate permissible by law that a court of competent  jurisdiction shall deem applicable hereto (the “Maximum Rate”).  If a court of competent  jurisdiction shall finally determine that Borrower has actually paid to the Lenders an amount of  interest in excess of the amount that would have been payable if all of the Secured Obligations  had at all times borne interest at the Maximum Rate, then such excess interest actually paid by  Borrower shall be applied as follows: first, to the payment of the Secured Obligations consisting  of the outstanding principal; second, after all principal is repaid, to the payment of the Lenders’  accrued interest, costs, expenses, professional fees and any other Secured Obligations; and third,  after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower.  2.4 Default Interest.  In the event any payment is not paid on the scheduled payment  date, an amount equal to four percent (4%) of the past due amount shall be payable on demand.   In addition, upon the occurrence and during the continuation of an Event of Default hereunder,  all Secured Obligations, including principal, interest, compounded interest, and professional fees,  shall bear interest at a rate per annum equal to the rate set forth in Section 2.2(h), plus four  percent (4%) per annum.  In the event any interest is not paid when due hereunder, delinquent  interest shall be added to principal and shall bear interest on interest, compounded at the rate set  forth in Section 2.2(h) or Section 2.4, as applicable.  2.5 Prepayment.  At its option, upon at least five (5) Business Days’ prior written  notice to Agent, Borrower may prepay all or a portion of the outstanding Advances by paying the  entire principal balance (or such portion thereof), all accrued and unpaid interest thereon,  together with a prepayment charge equal to the following percentage of the Advance amount  being prepaid: with respect to each Advance (which Advance amount shall include, for the  avoidance of doubt, any principal that has been added to the principal balance of such Advance  pursuant to Section 2.2(h)(ii)), if such Advance amounts are prepaid in any of the first twelve  (12) months following the Closing Date, 3.00%; after twelve (12) months but on or prior to  twenty four (24) months following the Closing Date, 2.00%; and thereafter, 1.00% (each, a  “Prepayment Charge”); provided that each prepayment shall be in a minimum principal amount  of Ten Million Dollars ($10,000,000) or, if less, the remaining outstanding principal amount of  the Advances. If at any time Borrower elects to make a prepayment, and at such time, there are  outstanding Advances under multiple Tranches, the Prepayment Charge shall be determined by  applying the amount of such prepayment in the following order: first, to the outstanding principal  amount (and accrued but unpaid interest thereon) of Advances outstanding under the Tranche  with the latest initial funding date; second, to the outstanding principal amount (and accrued but  





 






28   NY-2442286   unpaid interest thereon) of Advances outstanding under the Tranche with the next latest initial  funding date and so on until the entire principal balance of all Advances made hereunder (and all  accrued but unpaid interest thereon) is paid in full. Borrower agrees that the Prepayment Charge  is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and  impracticality of determining actual damages resulting from an early repayment of the Advances.   Borrower shall prepay the outstanding amount of all principal and accrued interest through the  prepayment date and the Prepayment Charge upon the occurrence of a Change in Control or any  other prepayment hereunder. Notwithstanding the foregoing, Agent and the Lenders hereby  waive the Prepayment Charge if Agent and the Lenders or any Affiliate thereof (in their sole and  absolute discretion) provide any refinancing of the Advances prior to the Term Loan Maturity  Date.  For the avoidance of doubt, if a payment hereunder becomes due and payable on a day  that is not a Business Day, the due date thereof shall be the immediately succeeding Business  Day.    2.6 End of Term Charge.  (a) On any date that Borrower partially prepays the outstanding Secured  Obligations pursuant to Section 2.5 (other than, for the avoidance of doubt, any partial  prepayment that would result in all remaining outstanding Secured Obligations being  prepaid in full), Borrower shall pay the Lenders a charge of equal to four point ninety- five percent (4.95%) of the aggregate principal amount of such Term Loan Advances  being prepaid.   (b) On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date  that Borrower prepays the outstanding Secured Obligations (other than any inchoate  indemnity obligations and any other obligations which, by their terms, are to survive the  termination of this Agreement) in full, or (iii) the date that the Secured Obligations  become due and payable (including by acceleration of the Secured Obligations during an  Event of Default) pursuant to the terms of this Agreement, Borrower shall pay the  Lenders a charge equal to (i) four point ninety-five percent (4.95%) of the aggregate  original principal amount of the Term Loan Advances made hereunder minus (ii) the  aggregate amount of payments made pursuant to Section 2.6(a) (collectively, with any  charge required to be paid pursuant to Section 2.6(a), the “End of Term Charge”).   (c) Notwithstanding the required payment date of such End of Term Charge,  the applicable pro rata portion of the End of Term Charge with respect to any Advance  shall be deemed earned by the Lenders as of the applicable Advance Date. For the  avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not  a Business Day, the due date thereof shall be the immediately preceding Business Day.  2.7 Pro Rata Treatment.  Each payment (including prepayment) on account of any fee  and any reduction of the Term Loan shall be made pro rata according to the Term Commitments  of the relevant Lender.  2.8 Taxes; Increased Costs.  Borrower, the Agent and the Lenders each hereby agree  to the terms and conditions set forth on Addendum 1 attached hereto.  





 






29   NY-2442286   2.9 Treatment of Prepayment Charge and End of Term Charge.  Borrower agrees that  any Prepayment Charge and any End of Term Charge payable shall be presumed to be the  liquidated damages sustained by each Lender as the result of the early termination, and Borrower  agrees that it is reasonable under the circumstances currently existing and existing as of the  Closing Date.  The Prepayment Charge and the End of Term Charge shall also be payable in the  event the Secured Obligations (and/or this Agreement) are satisfied or released by foreclosure  (whether by power of judicial proceeding), deed in lieu of foreclosure, or by any other means.   Borrower expressly waives (to the fullest extent it may lawfully do so) the provisions of any  present or future statute or law that prohibits or may prohibit the collection of the foregoing  Prepayment Charge and End of Term Charge in connection with any such acceleration.   Borrower agrees (to the fullest extent that each may lawfully do so): (a) each of the Prepayment  Charge and the End of Term Charge is reasonable and is the product of an arm’s length  transaction between sophisticated business people, ably represented by counsel; (b) each of the  Prepayment Charge and the End of Term Charge shall be payable notwithstanding the then  prevailing market rates at the time payment is made; (c) there has been a course of conduct  between the Lenders and Borrower giving specific consideration in this transaction for such  agreement to pay the Prepayment Charge and the End of Term Charge as a charge (and not  interest) in the event of prepayment or acceleration; and (d) Borrower shall be estopped from  claiming differently than as agreed to in this paragraph.  Borrower expressly acknowledges that  their agreement to pay each of the Prepayment Charge and the End of Term Charge to the  Lenders as herein described was on the Closing Date and continues to be a material inducement  to the Lenders to provide the Term Loan.  SECTION 3 SECURITY INTEREST  3.1 As security for the prompt and complete payment when due (whether on the  payment dates or otherwise) of all the Secured Obligations, each Borrower grants to Agent a  security interest in all of such Borrower’s right, title, and interest in, to and under all of such  Borrower’s personal property and other assets including without limitation the following (except  as set forth herein) whether now owned or hereafter acquired (collectively, the “UCC  Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than  Company IP); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods;  and all other tangible and intangible personal property of Borrower whether now or hereafter  owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located,  and any of Borrower’s property in the possession or under the control of Agent (in each case  other than Company IP); and, to the extent not otherwise included, all Proceeds of each of the  foregoing and all accessions to, substitutions and replacements for, and rents, profits and  products of each of the foregoing; provided, however, that the Collateral shall include all  Accounts and General Intangibles that consist of rights to payment and proceeds from the sale,  licensing or disposition of all or any part, or rights in, the Company IP (the “Rights to  Payment”).  Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy  Court) holds that a security interest in the underlying Company IP is necessary to have a security  interest in the Rights to Payment, then the UCC Collateral shall automatically, and effective as of  the date of this Agreement, include the Company IP to the extent necessary to permit perfection  of Agent’s security interest in the Rights to Payment.   





 






30   NY-2442286   3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1,  above, the term “UCC Collateral” shall not include (a) any governmental licenses or state or  local charters and authorizations to the extent a security interest is prohibited or restricted by any  applicable law (except to the extent such prohibition or restriction is ineffective under the UCC  or other applicable law), but only for so long as such prohibition or restriction exists, (b) any  property owned by any Borrower that is subject to a purchase money Lien or a capital lease or  similar arrangement permitted by this Agreement to the extent that the obligation pursuant to  which such Lien is granted (or in the document, instrument or agreement providing for such  capital lease) prohibits (or causes a default thereunder), invalidates such obligation, document,  instrument or agreement or provides a right of termination in favor of any other party thereto  (other than the applicable Borrower and its Affiliates) by granting, any other Lien or interest on  such property (but only to the extent (i) such prohibition on transfer is enforceable under  applicable law, including, without limitation, Sections 9-406, 9-407 and 9-408 of the UCC and  (ii) no consent or waiver has been obtained that would permit Agent’s security interest or lien to  attach notwithstanding the prohibition or restriction on such property subject to such purchase  money Lien or capital lease), (c) nonassignable licenses or contracts, which by their terms  require the consent of the licensor thereof or another party (but only to the extent (i) such  prohibition on transfer is enforceable under applicable law, including, without limitation,  Sections 9-406, 9-407 and 9-408 of the UCC and (ii) no consent or waiver has been obtained that  would permit Agent’s security interest or lien to attach notwithstanding the prohibition or  restriction on the pledge of such lease, license or agreement), (d) any property to the extent that  Agent, in its sole discretion, determines that the cost and/or burden of obtaining a security  interest in such property outweigh the benefit to the Agent and the Lenders and (e) any Excluded  Account.  For the avoidance of doubt, the foregoing exclusions of clauses (b) and (c) shall in no  way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests  in and liens upon any rights or interests of any Borrower in or to (x) monies due or to become  due under or in connection with any described lease, license or agreement or the property subject  to such purchase money lien or capital lease, or (y) any proceeds from the sale, license, lease, or  other dispositions of any such ease, license or agreement or the property subject to such purchase  money lien or capital lease.   3.3  Parent and Replimune UK have entered into the English Security Documents  pursuant to which they have granted security interests on, to and under the collateral described  therein (such collateral, with the UCC Collateral, collectively, the “Collateral”).  Solely with  respect to Replimune UK, in the event of a conflict between Section 3.1 of this Agreement and  the terms of the English Debenture, the terms of the English Debenture shall govern and control.   SECTION 4 CONDITIONS PRECEDENT TO LOAN  The obligations of the Lenders to make the Loan hereunder are subject to the satisfaction  by Borrower of the following conditions:  4.1 Initial Advance.  On or prior to the Closing Date, Borrower shall have delivered  to Agent the following:  (a) executed copies of the Loan Documents, Account Control Agreements,  and all other documents and instruments reasonably required by Agent to effectuate the  





 






31   NY-2442286  transactions contemplated hereby or to create and perfect the Liens of Agent with respect  to all Collateral, in all cases in form and substance reasonably acceptable to Agent;  (b) a legal opinion of Agent’s U.K. counsel in form and substance reasonably  acceptable to Agent;  (c) certified copy of resolutions of each Borrower’s Board of Directors (and  shareholder, with respect to Replimune UK) evidencing (i) approval of the Loan and other  transactions evidenced by the Loan Documents (ii) authorizing a specified person or  persons to execute the Loan Documents to which it is a party on its behalf; (iii)  authorizing a specified person or persons, on its behalf, to sign and/or dispatch all  documents and notices (including, if relevant, any Advance Request or other relevant  notice) to be signed and/or dispatched by it under or in connection with the Loan  Documents to which it is a party; and (iv) (A) acknowledging that the Board of Directors  are acting for a proper purpose and that the Loan Documents are in the best interests of  that Borrower and for its commercial benefit; and (B) acknowledging that the relevant  Borrower was solvent and there were reasonable grounds to expect that the relevant  Borrower would continue to be solvent after executing and complying with its obligations  under the Loan Documents;  (d) certified copies of the constitutional documents and (as applicable) the  Bylaws, as amended through the Closing Date, of Borrower;  (e) other than with respect to Replimune UK, a certificate of good standing for  Borrower from its state of incorporation and similar certificates from all other  jurisdictions in which it does business and where the failure to be qualified would  reasonably be expected to have a Material Adverse Effect;  (f) a certificate of a director of Replimune UK confirming that guaranteeing or  securing the Loan would not cause any guaranteeing or similar limit binding on  Replimune UK to be exceeded and certifying that each copy document relating to it  specified in this Section 4, is correct, complete and the original of such copy document, is  in full force and effect and has not been amended or superseded as at a date no earlier than  the Closing Date;  (g) a perfection certificate (the “Perfection Certificate”) of Borrower,  together with duly executed signatures thereto;  (h) certified copies, dated as of a recent date, of searches for financing  statements filed in the central filing office of the State of Delaware and with the  Companies House;  (i) in respect to any UK PSC Loan Party, a copy of the PSC Register together  with confirmation from an authorized signatory that no “warning notice” or “restrictions  notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been  issued in respect of the shares pledged as Collateral;  





 






32   NY-2442286   (j) current searches at the U.S. Patent and Trademark Office or the U.S.  Copyright Office (and the equivalent in the UK), as applicable, listing issued or pending  Current Company IP of Borrower;  (k) payment of the Initial Facility Charge and reimbursement of Agent’s and  the Lenders’ current expenses reimbursable pursuant to this Agreement, which amounts  may be deducted from the initial Advance, it being understood and agreed that the Due  Diligence Fee previously paid shall be applied to the payment of the non-legal transaction  costs and due diligence expenses  (l) all certificates of insurance, endorsements and copies of each insurance  policy required hereunder; and  (m) such other documents as Agent may reasonably request.  4.2 All Advances.  On each Advance Date:  (a) Agent shall have received (i) an Advance Request for the relevant  Advance as required by Section 2.2(g), each duly executed by Borrower’s Chief  Executive Officer or Chief Financial Officer, and (ii) any other documents related to  Borrower’s business or financial condition that Agent, in good faith, may reasonably  request promptly upon or prior to its receipt of such Advance Request, so long as such  request does not result in the intentional delay or denial of the relevant Advance without  cause.  (b) The representations and warranties set forth in this Agreement shall be  true and correct in all material respects on and as of the Advance Date with the same  effect as though made on and as of such date, except to the extent such representations  and warranties expressly relate to an earlier date.  (c) At the time of and immediately after such Advance no Default or Event of  Default shall have occurred and be continuing.  (d) With respect to the Tranche 3 Advance, Borrower shall have paid the  Tranche 3 Facility Charge (which amount may be deducted from such Tranche 3  Advance).  (e) With respect to any Tranche 4 Advance, Borrower shall have paid the  Tranche 4 Facility Charge (which amount may be deducted from such Tranche 4  Advance).  (f) With respect to any Tranche 5 Advance, Borrower shall have paid the  Tranche 5 Facility Charge (which amount may be deducted from such Tranche 5  Advance).  (g) With respect to any Tranche 6 Advance, Borrower shall have paid the  Tranche 6 Facility Charge (which amount may be deducted from such Tranche 6  Advance).  





 






33   NY-2442286   (h) Each Advance Request shall be deemed to constitute a representation and  warranty by Borrower on the relevant Advance Date as to the matters specified in  paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance  Request.  4.3 No Default.  As of the Closing Date and each Advance Date, (i) no Default or  Event of Default shall have occurred and be continuing, and (ii) no event that has had or could  reasonably be expected to have a Material Adverse Effect has occurred and is continuing.  4.4 Post-Closing Deliverables.  Borrower shall deliver the documents or satisfy the  conditions, as applicable, in accordance with Schedule 4.4 hereto.   SECTION 5 REPRESENTATIONS AND WARRANTIES OF BORROWER  Borrower represents and warrants that:  5.1 Corporate Status.  Each Borrower is an entity of the type described on Exhibit B,  duly organized, legally existing and, to the extent applicable, is in good standing under the laws  of its applicable jurisdiction or state of formation, and, to the extent applicable, is duly qualified  as a foreign corporation in all jurisdictions in which the nature of its business or location of its  properties require such qualifications and where the failure to be qualified would reasonably be  expected to have a Material Adverse Effect.  Borrower’s present name, former names (if any),  locations, place of formation, Tax identification number, organizational identification number, if  applicable, and other information are correctly set forth in Exhibit B, as may be updated by  Borrower in a written notice (including any Compliance Certificate) provided to Agent after the  Closing Date.  5.2 Collateral.  Borrower owns the Collateral and the Current Company IP, free of all  Liens, except for Permitted Liens.  Borrower has the power and authority to grant to Agent a  Lien in the Collateral as security for the Secured Obligations.  5.3 Consents.  Borrower’s execution, delivery and performance of this Agreement  and all other Loan Documents, (i) have been duly authorized by all necessary corporate or other  requisite action of Borrower, (ii) will not result in the creation or imposition of any Lien upon the  Collateral, other than Permitted Liens and the Liens created by this Agreement and the other  Loan Documents, (iii) do not violate any provisions of Borrower’s constitutional or governing  documents, (iv) do not violate any material law, regulation, order, injunction, judgment, decree  or writ to which Borrower is subject and (v) except as described on Schedule 5.3, do not violate  any material contract or agreement or require the consent or approval of any other Person which  has not already been obtained.  The individual or individuals executing the Loan Documents are  duly authorized to do so.  5.4 Material Adverse Effect.  No event that has had or could reasonably be expected  to have a Material Adverse Effect has occurred and is continuing.  Borrower is not aware of any  event likely to occur that is reasonably expected to result in a Material Adverse Effect.  5.5 Actions Before Governmental Authorities.  There are no actions, suits or  proceedings at law or in equity or by or before any governmental authority now pending or, to  





 






34   NY-2442286   the knowledge of Borrower, threatened against or affecting Borrower or its property, that is  reasonably expected to result in a Material Adverse Effect.    5.6 Laws.  Neither Borrower nor any of its Subsidiaries is in violation of any law, rule  or regulation, or in default with respect to any judgment, writ, injunction or decree of any  governmental authority, where such violation or default is reasonably expected to result in a  Material Adverse Effect.  Borrower is not in default in any manner under any provision of any  agreement or instrument evidencing material Indebtedness, or any other material agreement to  which it is a party or by which it is bound.  Neither Borrower nor any of its Subsidiaries is an “investment company” or a company  “controlled” by an “investment company” under the Investment Company Act of 1940, as  amended.  Neither Borrower nor any of its Subsidiaries is engaged as one of its important  activities in extending credit for margin stock (under Regulations X, T and U of the Federal  Reserve Board of Governors).  Borrower and each of its Subsidiaries has complied in all material  respects with the Federal Fair Labor Standards Act.  Neither Borrower nor any of its Subsidiaries  is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a  “holding company” as each term is defined and used in the Public Utility Holding Company Act  of 2005.  Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by  Borrower or such Subsidiary or, to Borrower’s Knowledge, by previous Persons, in disposing,  producing, storing, treating, or transporting any hazardous substance other than in material  compliance with applicable laws.  Borrower and each of its Subsidiaries has obtained all  consents, approvals and authorizations of, made all declarations or filings with, and given all  notices to, all Governmental Authorities that are necessary to continue their respective  businesses as currently conducted.  None of Borrower, any of its Subsidiaries, nor, to Borrower’s knowledge, any of  Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents, acting or benefiting in  any capacity in connection with the transactions contemplated by this Agreement is (i) in  violation of any Anti Terrorism Law, (ii) engaging in or conspiring to engage in any transaction  that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the  prohibitions set forth in any Anti Terrorism Law, or (iii) is a Blocked Person.  None of Borrower,  any of its Subsidiaries, nor to the knowledge of Borrower, any of their Affiliates or agents acting  or benefiting in any capacity in connection with the transactions contemplated by this  Agreement, (x) conducts any business or engages in making or receiving any contribution of  funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise  engages in any transaction relating to, any property or interest in property blocked pursuant to  Executive Order No. 13224, any similar executive order or other Anti Terrorism Law.  None of  the funds to be provided under this Agreement will be used, directly or indirectly, (a) for any  activities in violation of any applicable anti-money laundering, economic sanctions and anti- bribery laws and regulations or (b) for any payment to any governmental official or employee,  political party, official of a political party, candidate for political office, or anyone else acting in  an official capacity, in order to obtain, retain or direct business or obtain any improper  advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.  5.7 Information Correct and Current.  No information, report, Advance Request,  financial statement, exhibit or schedule (other than financial or business projections or forecasts)  





 






35   NY-2442286   furnished, by or on behalf of Borrower to Agent in connection with any Loan Document or  included therein or delivered pursuant thereto, when taken as a whole, contained, contains or will  contain any material misstatement of fact or, when taken together with all other such information  or documents, omitted, omits or will omit to state any material fact necessary to make the  statements therein, in the light of the circumstances under which they were, are or will be made,  not materially misleading at the time such statement was made or deemed made.  Additionally,  any and all financial or business projections or forecasts provided by Borrower to Agent,  whether prior to or after the Closing Date, shall be (i) provided in good faith and based on the  most current data and information available to Borrower, and (ii) the most current of such  projections or forecasts provided to Borrower’s Board of Directors; it being understood by the  Agent and the Lender that such projections or forecasts as to future events (x) are not to be  viewed as facts, (y)(1) are subject to significant uncertainties and contingencies, many of which  are beyond the control of Borrower, (2) no assurance is given by Borrower that the results  forecast in any such projections or forecasts will be realized, and (3) the actual results during the  period or periods covered by any such projections or forecasts may differ from the forecast  results set forth in such projections or forecasts and such differences may be material, and (z) are  not a guarantee of performance.  5.8 Tax Matters.  Except as described on Schedule 5.8, (a) Borrower and its  Subsidiaries have filed all federal and state income Tax returns and other material Tax returns  that they are required to file, (b) Borrower and its Subsidiaries have duly paid all federal and  state income Taxes and other material Taxes or installments thereof that they are required to pay,  except Taxes being contested in good faith by appropriate proceedings and for which Borrower  and its Subsidiaries maintain adequate reserves in accordance with GAAP, and (c) to the best of  Borrower’s knowledge, no proposed or pending Tax assessments, deficiencies, audits or other  proceedings with respect to Borrower or any Subsidiary have had, or would reasonably be  expected to have, individually or in the aggregate, a Material Adverse Effect.  5.9 Current Company IP Claims.  Borrower is the sole owner of, or otherwise has the  right to use, the Current Company IP material to Borrower’s business.  Except as described on  Schedule 5.9, (i) to the knowledge of any Borrower, each of the material Copyrights, Trademarks  and Patents is valid and enforceable, (ii) no material part of the Current Company IP has been  judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to  Borrower that any material part of the Current Company IP violates the rights of any third party.   Section 5 of the Perfection Certificate contains a true, correct and complete list of each of  Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements  under which Borrower licenses Current Company IP from third parties (other than shrink-wrap  software licenses), together with application or registration numbers, as applicable, owned by  Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material  breach of, nor has Borrower failed to perform any material obligations under, any of the  foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any  such contract, license or agreement is in material breach thereof or has failed to perform any  material obligations thereunder.  5.10 Current Company IP.    





 






36   NY-2442286   (a) A true, correct and complete list of each pending, registered or in-licensed  Intellectual Property that, individually or taken together with any other such Intellectual  Property, is material to the business of Borrower and its Subsidiaries, taken as a whole,  relating to the research, development, manufacture, production, use, commercialization,  marketing, importing, storage, transport, offer for sale, distribution or sale of the  Products, and is owned or co-owned by or exclusively or non-exclusively licensed to  Borrower or any of its Subsidiaries (collectively, the “Current Company IP”), including  its name/title, current owner or co-owners (including ownership interest), registration,  patent or application number, and registration or application date, issued or filed in the  United States of America, is set forth on Schedule 5.10(a).  Except as set forth on  Schedule 5.10(a), (i) (A) to the knowledge of any Borrower, each item of owned Current  Company IP is valid, subsisting and (other than with respect to Patent applications)  enforceable and no such item of Current Company IP has lapsed, expired, been cancelled  or invalidated or become abandoned or unenforceable, and (B) no written notice has been  received challenging the inventorship or ownership, or relating to any lapse, expiration,  invalidation, abandonment or unenforceability, of any such item of Current Company IP,  and (ii) (A) each such item of Current Company IP which is licensed from another Person  is valid, subsisting and enforceable and no such item of Current Company IP has lapsed,  expired, been canceled or invalidated, or become abandoned or unenforceable, and (B) no  written notice has been received challenging the inventorship or ownership, or relating to  any lapse, expiration, invalidation, abandonment or unenforceability, of any such item of  Current Company IP.  To the knowledge of any Borrower, there are no published Patents,  Patent applications, articles or prior art references (other than prior art cited in any of  Borrower’s patent prosecution) that would reasonably be expected to materially adversely  affect the exploitation of the Products.  Except as set forth on Schedule 5.10(a), (x) each  Person who has or has had any rights in or to owned Current Company IP or any trade  secrets owned by Borrower or any of its Subsidiaries, including each inventor named on  the Patents within such owned Current Company IP filed by Borrower or any of its  Subsidiaries, has executed an agreement assigning his, her or its entire right, title and  interest in and to such owned Current Company IP and such trade secrets, and the  inventions, improvements, discoveries, writings, works of authorship, information and  other intellectual property embodied, described or claimed therein, to the stated owner  thereof, and (y) no such Person has any contractual or other obligation that would  preclude or conflict with such assignment or the exploitation of the Products or entitle  such Person to ongoing payments.  (b) (i) Borrower or any of its Subsidiaries possesses valid title to the Current  Company IP for which it is listed as the owner or co-owner, as applicable, on Schedule  5.10(a); and (ii) there are no Liens on any Current Company IP.  (c) There are no maintenance, annuity or renewal fees that are currently  overdue beyond their allotted grace period for any of the Current Company IP which is  owned or exclusively licensed to Borrower or any of its Subsidiaries, nor have any  applications or registrations therefore lapsed or become abandoned, been cancelled or  expired.  There are no maintenance, annuity or renewal fees that are currently overdue  beyond their allotted grace period for any of the Current Company IP which is non- 





 






37   NY-2442286   exclusively licensed to Borrower or any of its Subsidiaries, nor have any applications or  registrations therefor lapsed or become abandoned, been cancelled or expired.  (d) There are no unpaid fees or royalties under any material agreements that  have become due, or are expected to become overdue.  Each material agreement is in full  force and effect and is legal, valid, binding and enforceable in accordance with its  respective terms, except as may be limited by bankruptcy, insolvency, reorganization,  moratorium or similar laws relating to or limiting creditors’ rights generally or by  equitable principles relating to enforceability. Neither Borrower nor any of its  Subsidiaries, as applicable, is in breach of or default in any manner that could reasonably  be expected to materially affect the Products under any material agreement to which it is  a party or may otherwise be bound, and no circumstances or grounds exists that would  give rise to a claim of breach or right of rescission, termination, non-renewal, revision or  amendment of any of the material agreements, including the execution, delivery and  performance of this Agreement and the other Loan Documents.  (e) No payments by Borrower or any of its Subsidiaries are due to any other  Person in respect of the Current Company IP, other than pursuant to the material  agreements and those fees payable to patent offices in connection with the prosecution  and maintenance of the Current Company IP, any applicable taxes and associated  attorney fees.  (f) Neither Borrower nor any of its Subsidiaries has undertaken or omitted to  undertake any acts, and to no circumstance or grounds exist, that would invalidate or  render unenforceable (i) any Current Company IP in any manner that could reasonably be  expected to materially adversely affect the Products, or (ii) in the case of Current  Company IP owned or co-owned or exclusively or non-exclusively licensed by Borrower  or any of its Subsidiaries, in each case except as set forth on Schedule 5.10(f), Borrower’s  or Subsidiary’s entitlement to own or license and exploit such Current Company IP.  (g) Except as described on Schedule 5.9(g) or in the most recently delivered  Compliance Certificate in accordance with Section 7.1(d), there is no requested, filed  pending, decided or settled opposition, interference proceeding, reissue proceeding,  reexamination proceeding, inter-partes review proceeding, post-grant review proceeding,  cancellation proceeding, injunction, litigation, paragraph IV patent certification or lawsuit  under the Hatch-Waxman Act, hearing, investigation, complaint, arbitration, mediation,  demand, International Trade Commission investigation, decree or any other dispute,  disagreement, or claim, in each case alleged in writing to Borrower or any of its  Subsidiaries (collectively referred to hereinafter as “Specified Disputes”), nor to the  knowledge of any Borrower, has any such Specified Dispute been threatened in writing,  in each case challenging the legality, validity, enforceability or ownership of any Current  Company IP, in each case that would have a material adverse effect on the Products.  (h) In each case where an issued Patent within the Current Company IP is  owned or co-owned by Borrower or any of its Subsidiaries by assignment, the assignment  has been duly recorded with the U.S. Patent and Trademark Office.  





 






38   NY-2442286   (i) Except as set forth on Schedule 5.10(i) there are no pending or, to the  knowledge of any Borrower, threatened claims against Borrower or any of its  Subsidiaries alleging (i) that any research, development, manufacture, production, use,  commercialization, marketing, importing, storage, transport, offer for sale, distribution or  sale of the Products in the United States of America infringes or violates (or in the past  infringed or violated) the rights of any third parties in or to any Intellectual Property  (“Third Party IP”) or constitutes a misappropriation of (or in the past constituted a  misappropriation of) any Third Party IP, or (ii) that any Current Company IP is invalid or  unenforceable.  (j) Except as set forth on Schedule 5.10(j), the manufacture, production, use,  commercialization, marketing, importing, storage, transport, offer for sale, distribution or  sale of the Products does not, to the knowledge of any Borrower, infringe or violate (or in  the past infringed or violated) any issued or registered Third Party IP (including any  issued Patent within the Third Party IP) or constitute a misappropriation of (or in the past  constituted a misappropriation of) any Third Party IP, in each case, in a manner that  would reasonably be expected to materially adversely affect the exploitation of the  Products.   (k) Except as set forth on Schedule 5.10(k), there are no settlements,  covenants not to sue, consents, judgments, orders or similar obligations which: (i) restrict  the rights of the Borrower or any of its Subsidiaries to use any Intellectual Property  relating to the research, development, manufacture, production, use, commercialization,  marketing, importing, storage, transport, offer for sale, distribution or sale of the Products  (in order to accommodate any Third Party IP or otherwise), or (ii) permit any third parties  to use any Current Company IP.  (l) Except as set forth on Schedule 5.10(l), to the knowledge of any Borrower  (i) there is no, nor has there been any, infringement or violation by any Person of any of  the Current Company IP or the rights therein, and (ii) there is no, nor has there been any,  misappropriation by any Person of any Current Company IP or the subject matter thereof.  (m) Borrower and each of its Subsidiaries has taken commercially reasonable  measures customary in the biopharmaceutical industry to protect the confidentiality of all  trade secrets owned by Borrower or any of its Subsidiaries or used or held for use by  Borrower or any of its Subsidiaries, in each case relating to the research, development,  manufacture, production, use, commercialization, marketing, importing, storage,  transport, offer for sale, distribution or sale of the Products.  (n) [reserved].  (o) Except as described on Schedule 5.10(o), Borrower has all material rights  with respect to Intellectual Property necessary or  other than would not be expected to  cause a Material Adverse Effect, with respect to Current Company IP   material in the  operation or conduct of Borrower’s business as currently conducted and proposed to be  conducted by Borrower.  Without limiting the generality of the foregoing, and in the case  of Licenses, except for restrictions that are unenforceable under Article 9 of the UCC,  





 






39   NY-2442286   Borrower has the right, to the extent required to operate Borrower’s business, to freely  transfer, license or assign Current Company IP  material in the operation or conduct of  Borrower’s business as currently conducted and proposed to be conducted by Borrower,  without condition, restriction or payment of any kind (other than license payments in the  ordinary course of business) to any third party, and Borrower owns or has the right to use,  pursuant to valid licenses, all software development tools, library functions, compilers  and all other third-party software and other items that are material to Borrower’s business  and used in the design, development, promotion, sale, license, manufacture, import,  export, use or distribution of Borrower Products except customary covenants in inbound  license agreements and equipment leases where Borrower is the licensee or lessee.  (p) No material software or other materials used by Borrower or any of its  Subsidiaries (or used in any Borrower Products or any Subsidiaries’ products) are subject  to an open-source or similar license (including but not limited to the General Public  License, Lesser General Public License, Mozilla Public License, or Affero License)  (collectively, “Open Source Licenses”) in a manner that would cause such software or  other materials to have to be (i) distributed to third parties at no charge or a minimal  charge (royalty-free basis); (ii) licensed to third parties to modify, make derivative works  based on, decompile, disassemble, or reverse engineer; or (iii) used in a manner that does  could require disclosure or distribution in source code form.  5.11 Borrower Products.  Except as described on Schedule 5.11, no Current Company  IP  owned by Borrower and material in its business or Borrower Product has been or is subject to  any actual or, to the knowledge of Borrower, threatened in writing, litigation, proceeding  (including any proceeding in the United States Patent and Trademark Office or any  corresponding foreign office or agency) or outstanding decree, order, judgment, settlement  agreement or stipulation that restricts in any manner Borrower’s use, transfer or licensing thereof  or that may affect the validity, use or enforceability thereof.  There is no decree, order, judgment,  agreement, stipulation, arbitral award or other provision entered into in connection with any  litigation or proceeding that obligates Borrower to grant licenses or ownership interest in any  future Intellectual Property related to the operation or conduct of the business of Borrower or  Borrower Products.  Borrower has not received any written notice or claim challenging or  questioning Borrower’s ownership in any Current Company IP  (or written notice of any claim  challenging or questioning the ownership in any licensed Current Company IP  of the owner  thereof) or suggesting that any third party has any claim of legal or beneficial ownership with  respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim.  5.12 Financial Accounts.  Exhibit D, as may be updated by Borrower in a written  notice provided to Agent after the Closing Date, is a true, correct and complete list of (a) all  banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit  Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account  holding Investment Property, and such exhibit correctly identifies the name, address and  telephone number of each bank or other institution, the name in which the account is held, a  description of the purpose of the account, and the complete account number therefor.  





 






40   NY-2442286   5.13 Employee Loans.  Borrower has no outstanding loans to any employee, officer or  director of Borrower nor has Borrower guaranteed the payment of any loan made to an  employee, officer or director of Borrower by a third party except as permitted hereunder.  5.14 Capitalization and Subsidiaries.  Borrower’s capitalization (other than Parent) as  of the Closing Date is set forth on Schedule 5.14 annexed hereto.  Borrower does not own any  stock, partnership interest or other securities of any Person, except for Permitted Investments.   Attached as Schedule 5.14, as may be updated by Borrower in a written notice provided after the  Closing Date, is a true, correct and complete list of each Subsidiary.  5.15 Centre of Main Interests and Establishments.  For the purposes of The Council of  the European Union Regulation No. 2015/848 of 20 May 2015 on insolvency proceedings  (recast) on Insolvency Proceedings (the “Regulation”), Replimune UK’s centre of main interest  (as that term is used in Article 3(1) of the Regulation) is situated in England and Wales and it has  no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other  jurisdiction.  5.16 Solvency.  (i) The fair saleable value of Borrower’s consolidated assets exceeds  the fair value of Borrower’s liabilities; (ii) Borrower is not left with unreasonably small capital  after the transactions in the Loan Documents; and (iii) Borrower is able to pay its debts  (including trade debts) as they become due.  SECTION 6 INSURANCE; INDEMNIFICATION  6.1 Coverage.  Borrower shall cause to be carried and maintained commercial general  liability insurance, on an occurrence form, against risks customarily insured against in  Borrower’s line of business.  Such risks shall include the risks of bodily injury, including death,  property damage, personal injury, and contractual liability per the terms of the indemnification  agreement found in Section 6.3.  Borrower must maintain a minimum of $2,000,000 of  commercial general liability insurance for each occurrence.  Borrower has and agrees to maintain  a minimum of $2,000,000 of directors’ and officers’ insurance for each occurrence and  $5,000,000 in the aggregate.  So long as there are any Secured Obligations outstanding,  Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring  against all risks of physical loss or damage howsoever caused, in an amount not less than the full  replacement cost of the Collateral, provided that such insurance may be subject to standard  exceptions and deductibles.  6.2 Certificates.  Borrower shall deliver to Agent certificates of insurance that  evidence Borrower’s compliance with its insurance obligations in Section 6.1 and the obligations  contained in this Section 6.2.  Borrower’s insurance certificate shall state Agent (shown as  “Hercules Capital, Inc., as Agent”) is an additional insured for commercial general liability, a  lenders loss payable for all risk property damage insurance, subject to the insurer’s approval, and  a lenders loss payable for property insurance and additional insured for liability insurance for any  future insurance that Borrower may acquire from such insurer.  Attached to the certificates of  insurance will be additional insured endorsements for liability and lender’s loss payable  endorsements for all risk property damage insurance.  All certificates of insurance will provide  for a minimum of thirty (30) days advance written notice to Agent of cancellation (other than  





 






41   NY-2442286   cancellation for non-payment of premiums, for which ten (10) days’ advance written notice shall  be sufficient) or any other change adverse to Agent’s interests.  Any failure of Agent to  scrutinize such insurance certificates for compliance is not a waiver of any of Agent’s rights, all  of which are reserved.  At Agent’s written request, Borrower shall provide Agent with copies of  each insurance policy, and upon entering or amending any insurance policy required hereunder  in any material respect, Borrower shall provide Agent with copies of such policies and shall  promptly deliver to Agent updated insurance certificates with respect to such policies.  6.3 Indemnity.  Borrower agrees to indemnify and hold Agent, the Lenders and their  officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each,  an “Indemnified Person”) harmless from and against any and all claims, costs, expenses,  damages and liabilities (including such claims, costs, expenses, damages and liabilities based on  liability in tort, including strict liability in tort), including reasonable and documented attorneys’  fees and out-of-pocket disbursements and other costs of investigation or defense (including those  incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or asserted against  or incurred by such Indemnified Person as the result of credit having been extended, suspended  or terminated under this Agreement and the other Loan Documents or the administration of such  credit, or in connection with or arising out of the transactions contemplated hereunder and  thereunder, or any actions or failures to act in connection therewith, or arising out of the  disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent resulting  solely from any Indemnified Person’s gross negligence, willful misconduct or breach in bad faith  of its obligations hereunder.  This Section 6.3 shall not apply with respect to Taxes other than  any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.  In no  event shall any Indemnified Person be liable on any theory of liability for any special, indirect,  consequential or punitive damages (including any loss of profits, business or anticipated  savings).  This Section 6.3 shall survive the repayment of indebtedness under, and otherwise  shall survive the expiration or other termination of, the Loan Agreement.  SECTION 7 COVENANTS OF BORROWER  Borrower agrees as follows:  7.1 Financial Reports.  Borrower shall furnish to Agent the financial statements and  reports listed hereinafter (the “Financial Statements”):  (a) as soon as practicable (and in any event within 30 days) after the end of  each month, unaudited interim and year-to-date financial statements as of the end of such  month (prepared on a consolidated and consolidating basis, if applicable), including  balance sheet and related statements of income and cash flows accompanied by a report  detailing any material contingencies (including the commencement of any material  litigation by or against Borrower) or any other occurrence that would reasonably be  expected to have a Material Adverse Effect, all certified by Parent’s Chief Executive  Officer or Chief Financial Officer to the effect that they have been prepared in  accordance with GAAP, except (i) for the absence of footnotes, (ii) that they are subject  to normal year end adjustments, and (iii) they do not contain certain non-cash items that  are customarily included in quarterly and annual financial statements;  





 






42   NY-2442286   (b) as soon as practicable (and in any event within 45 days) after the end of  each calendar quarter, unaudited interim and year-to-date financial statements as of the  end of such calendar quarter (prepared on a consolidated and consolidating basis, if  applicable), including balance sheet and related statements of income and cash flows  accompanied by a report detailing any material contingencies (including the  commencement of any material litigation by or against Borrower) or any other  occurrence that would reasonably be expected to have a Material Adverse Effect,  certified by Parent’s Chief Executive Officer or Chief Financial Officer to the effect that  they have been prepared in accordance with GAAP, except (i) for the absence of  footnotes, and (ii) that they are subject to normal year end adjustments;  (c) as soon as practicable (and in any event within ninety (90) days) after the  end of each fiscal year, audited financial statements as of the end of such year (prepared  on a consolidated and consolidating basis, if applicable), including balance sheet and  related statements of income and cash flows, and setting forth in comparative form the  corresponding figures for the preceding fiscal year, certified without qualification (other  than any going concern qualification) by a firm of independent certified public  accountants selected by Parent and reasonably acceptable to Agent (it being understood  that PricewaterhouseCoopers is reasonably acceptable to Agent), accompanied by any  final management report from such accountants;  (d) as soon as practicable (and in any event within 30 days) after the end of  each month, a Compliance Certificate in the form of Exhibit E;  (e) as soon as practicable (and in any event within 7 days) after the end of  each month, a report showing agings of accounts receivable and accounts payable;  (f) promptly after the sending or filing thereof, as the case may be, copies of  any proxy statements, financial statements or reports that Borrower has made available to  holders of its preferred stock and copies of any regular, periodic and special reports or  registration statements that Borrower files with the Securities and Exchange Commission  or any governmental authority that may be substituted therefor, or any national securities  exchange;  (g) promptly after the delivery thereof to its directors, copies of all notices,  minutes, consents and other materials that Borrower provides to its directors in  connection with meetings of the Board of Directors, provided that in all cases Borrower  may exclude (x) confidential compensation information, (y) information that is subject to  attorney/client privilege, and (z) materials that are reasonably related to Borrower’s  strategy, negotiating position or other matters materially relating to this Agreement or  any other Loan Documents or any permitted refinancings thereof;  (h) financial and business projections promptly following their approval by  Parent’s Board of Directors, and in any event, within 90 days after the end of Parent’s  fiscal year, as well as budgets, operating plans and other financial information reasonably  requested by Agent; and  





 






43   NY-2442286   (i) immediate notice if Borrower or any Subsidiary has knowledge that  Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a)  is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and  held over on charges involving money laundering or predicate crimes to money  laundering.  Borrower shall not make any change in its (a) accounting policies or reporting practices  (other than changes required by GAAP), or (b) fiscal years or fiscal quarters.  The fiscal year of  Borrower shall end on March 31.  The executed Compliance Certificate may be sent via email to Agent at legal@htgc.com.   Except as specified below, all Financial Statements required to be delivered pursuant to clauses  (a), (b) and (c) shall be sent via e-mail to financialstatements@htgc.com with a copy to  legal@htgc.com, bjadot@htgc.com, jralto@htgc.com and mdutra@htgc.com, provided, that if e- mail is not available or sending such Financial Statements via e-mail is not possible, they shall  be faxed to Agent at: (650) 473-9194, attention Account Manager: Replimune Group, Inc.  Notwithstanding the foregoing, documents required to be delivered under Sections 7.1(a),  (b), (c) or (f) (to the extent any such documents are included in materials otherwise filed with the  SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered  on the date on which Borrower makes such documents publicly available.  7.2 Management Rights.  Borrower shall permit any representative that Agent or the  Lenders authorizes, including its attorneys and accountants, to inspect the Collateral and examine  and make copies and abstracts of the books of account and records of Borrower at reasonable  times and upon reasonable notice during normal business hours; provided, however, that so long  as no Event of Default has occurred and is continuing, such examinations shall be limited to no  more often than once per fiscal year.  In addition, any such representative shall have the right to  meet with management and officers of Borrower to discuss such books of account and records.   In addition, Agent or the Lenders shall be entitled at reasonable times and intervals to consult  with and advise the management and officers of Borrower concerning significant business issues  affecting Borrower.  Such consultations shall not unreasonably interfere with Borrower’s  business operations.  The parties intend that the rights granted Agent and the Lenders shall  constitute “management rights” within the meaning of 29 C.F.R.  Section 2510.3-101(d)(3)(ii),  but that any advice, recommendations or participation by Agent or the Lenders with respect to  any business issues shall not be deemed to give Agent or the Lenders, nor be deemed an exercise  by Agent or the Lenders of, control over Borrower’s management or policies.  7.3 Further Assurances.  Borrower shall from time to time execute, deliver and file,  alone or with Agent, any financing statements, security agreements, collateral assignments,  notices, control agreements, promissory notes or other documents to perfect, give the highest  priority to Agent’s Lien on the Collateral or otherwise evidence Agent’s rights herein.  Borrower  shall from time to time procure any instruments or documents as may be reasonably requested by  Agent, and take all further action that may be necessary, or that Agent may reasonably request,  to perfect and protect the Liens granted hereby and thereby.  In addition, and for such purposes  only, Borrower hereby authorizes Agent to execute and deliver on behalf of Borrower and to file  such financing statements (including an indication that the financing statement covers “all assets  





 






44   NY-2442286   or all personal property” of Borrower in accordance with Section 9-504 of the UCC), collateral  assignments, notices, control agreements, security agreements and other documents without the  signature of Borrower either in Agent’s name or in the name of Agent as agent and attorney-in- fact for Borrower.  Borrower shall protect and defend Borrower’s title to the Collateral and  Agent’s Lien thereon against all Persons claiming any interest adverse to Borrower or Agent  other than Permitted Liens.  7.4 Indebtedness.  Borrower shall not create, incur, assume, guarantee or be or remain  liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted  Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an  obligation to prepay any Indebtedness, except for (a) the conversion of Indebtedness into equity  securities and the payment of cash in lieu of fractional shares in connection with such  conversion, (b) purchase money Indebtedness or Indebtedness in respect of capital leases  permitted hereunder pursuant to its then applicable payment schedule, (c) prepayment by any  Subsidiary of (i) inter-company Indebtedness owed by such Subsidiary to any Borrower, or (ii) if  such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to  another Subsidiary that is not a Borrower or (d) as otherwise permitted hereunder or approved in  writing by Agent.  Notwithstanding anything to the contrary in the foregoing, the issuance of,  performance of obligations under (including any payments of interest), and conversion,  exchange, exercise, repurchase, redemption (including, for the avoidance of doubt, a required  repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of  a condition related to the stock price of the Common Stock), settlement or early termination or  cancellation of (whether in whole or in part and including by netting or set-off) (in each case,  whether in cash, Common Stock, following a merger event or other change of the Common  Stock, other securities or property), or the satisfaction of any condition that would permit or  require any of the foregoing, any Permitted Convertible Debt shall not constitute a prepayment  of Indebtedness by Borrower for the purposes of this Section 7.4; provided that principal  payments in cash (other than cash in lieu of fractional shares) shall only be allowed if the  Redemption Conditions are satisfied in respect of such payment and at all times after such  payment.  7.5 Collateral.  Borrower shall at all times keep the Collateral and the Company IP  and all other property and assets used in Borrower’s business or in which Borrower now or  hereafter holds any interest free and clear from any Liens whatsoever (other than Permitted  Liens), and shall give Agent prompt written notice of (a) any legal process affecting the  Collateral, the Company IP or such other property and assets in an aggregate amount greater than  $1,000,000 at any time, or (b) any Liens thereon (other than Permitted Liens), provided however,  that the Collateral and such other property and assets may be subject to Permitted Liens except  that there shall be no Liens whatsoever (other than Permitted Liens that are do not arise by  agreement, such as tax or statutory Liens) on Company IP.  Borrower shall not enter into or  suffer to exist or become effective any agreement that prohibits or limits the ability of any  Borrower to create, incur, assume or suffer to exist any Lien upon any of its property (including  Company IP), whether now owned or hereafter acquired, to secure its obligations under the Loan  Documents to which it is a party other than (a) this Agreement and the other Loan Documents,  (b) any agreements governing any purchase money Liens or capital lease obligations otherwise  





 






45   NY-2442286   permitted hereby (in which case, any prohibition or limitation shall only be effective against the  assets financed thereby) and (c) customary restrictions on the assignment of leases, licenses and  other agreements.  Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s  title to its assets from and against all Persons claiming any interest adverse to such Subsidiary  (other than Permitted Liens), and Borrower shall cause its Subsidiaries at all times to keep such  Subsidiary’s property and assets free and clear from any legal process or Liens whatsoever  (except for Permitted Liens, provided however, that there shall be no Liens whatsoever (other  than Permitted Liens that are do not arise by agreement, such as tax or statutory Liens) on  Company IP), and shall give Agent prompt written notice of any legal process affecting such  Subsidiary’s assets in an aggregate amount greater than $1,000,000 at any time.  7.6 Investments.  Borrower shall not directly or indirectly acquire or own, or make  any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than  Permitted Investments.  Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.6 shall not  prohibit the conversion by holders of (including any payment upon conversion, whether in cash,  Common Stock or a combination thereof), or required payment of any principal or premium on  (including, for the avoidance of doubt, in respect of a required repurchase in connection with the  redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock  price of the Common Stock) or required payment of any interest with respect to, any Permitted  Convertible Debt in each case, in accordance with the terms of the indenture governing such  Permitted Convertible Debt; provided that principal payments in cash (other than cash in lieu of  fractional shares) shall only be allowed if the Redemption Conditions are satisfied in respect of  such payment and at all times after such payment.  7.7 Distributions.  Borrower shall not, and shall not allow any Subsidiary to, (a)  repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee,  director or consultant repurchase plans or other similar agreements, provided, however, in each  case the repurchase or redemption price does not exceed the fair market value for such stock or  Equity Interest, or (b) declare or pay any cash dividend or make any other cash distribution on  any class of stock or other Equity Interest, except that a Subsidiary may pay dividends or make  other distributions to Borrower or any Subsidiary of Borrower, (c) lend money to any employees,  officers or directors or guarantee the payment of any such loans granted by a third party in  excess of $200,000 in the aggregate at any time outstanding or (d) waive, release or forgive any  Indebtedness owed by any employees, officers or directors in excess of $200,000 in the  aggregate.  Notwithstanding the foregoing, and for the avoidance of doubt, this Section 7.7 shall not  prohibit the conversion by holders of (including any payment upon conversion, whether in cash,  Common Stock or a combination thereof), or required payment of any principal or premium on  or required payment of any interest with respect to, any Permitted Convertible Debt in each case,  in accordance with the terms of the indenture governing such Permitted Convertible Debt;  provided that principal payments in cash (other than cash in lieu of fractional shares) shall only  be allowed if the Redemption Conditions are satisfied in respect of such payment and at all times  after such payment.   





 






46   NY-2442286   7.8 Transfers.  Except for Permitted Transfers, Borrower shall not, and shall not allow  any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other  manner convey any equitable, beneficial or legal interest in any material portion of its assets;  provided that licenses of Company IP (to the extent not constituting Permitted Transfers) may be  made with the consent of the Required Lenders, it being understood that the Required Lenders’  response in respect of such consent shall not be unreasonably withheld or delayed.  7.9 Mergers or Acquisitions.  Borrower shall not merge or consolidate, or permit any  of its Subsidiaries to merge or consolidate, with or into any other business organization (other  than mergers or consolidations of (a) a Subsidiary which is not a Borrower into another  Subsidiary or into Borrower or (b) a Borrower into another Borrower), or, other than Permitted  Acquisitions, acquire, or permit any of its Subsidiaries to acquire, in each case including for the  avoidance of doubt through a merger, purchase, in-licensing arrangement or any similar  transaction, all or substantially all of the capital stock or any property of another Person.  7.10 Taxes.  Borrower shall, and shall cause each of its Subsidiaries to, pay when due  all material Taxes of any nature whatsoever now or hereafter imposed or assessed against  Borrower or the Collateral or upon Borrower’s ownership, possession, use, operation or  disposition thereof or upon Borrower’s rents, receipts or earnings arising therefrom.  Borrower  shall, and shall cause each of its Subsidiaries to, accurately file on or before the due date therefor  (taking into account proper extensions) all federal and state income Tax returns and other  material Tax returns required to be filed.  Notwithstanding the foregoing, Borrower and its  Subsidiaries may contest, in good faith and by appropriate proceedings diligently conducted,  Taxes for which Borrower and its Subsidiaries maintain adequate reserves in accordance with  GAAP.  7.11 Corporate Changes.  Neither Borrower nor any Subsidiary shall change its  corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written  notice to Agent.  Neither Borrower nor any Subsidiary shall suffer a Change in Control.  Neither  Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of  business unless: (i) it has provided prior written notice to Agent; and (ii) other than with respect  to Replimune UK, such relocation shall be within the continental United States of America.   Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of  Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate  value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location  identified in Section 4(d) and Section 4(e) of the Perfection Certificate (as in effect on the date  hereof) to another location identified in Section 4(d) and Section 4(e) of the Perfection  Certificate (as in effect on the date hereof)) unless (1) it has provided prompt written notice to  Agent, (2) other than with respect to Replimune UK, such relocation is within the continental  United States of America or, with respect to Replimune UK, such relocation is within the United  Kingdom, and (3) if such relocation is to a third party bailee, it has delivered a bailee agreement  (to the extent customary under applicable law) in form and substance reasonably acceptable to  Agent, excluding: (A) the leased premises located at 69 Innovation Drive, Milton Park,  Abingdon, Oxfordshire, United Kingdom, OX14 4RQ and (B) the locations identified in Section  4(e) of the Perfection Certificate (as in effect on the date hereof), but such exclusion shall only  be effective if such locations are solely used in connection with clinical trials or the Collateral  located at such locations are comprised solely of drug products.  





 






47   NY-2442286   7.12 Deposit Accounts.  Neither Borrower nor any Subsidiary (other than Excluded  Subsidiaries and the MSC Subsidiary) shall maintain any Deposit Accounts, or accounts holding  Investment Property, except with respect to which Agent has an Account Control Agreement, in  each case other than Excluded Accounts.  Borrower shall not permit any Excluded Subsidiary to  hold cash or cash equivalents in an aggregate amount greater than $1,000,000 for any single  Excluded Subsidiary and $1,500,000 for all Excluded Subsidiaries.  7.13 New Subsidiaries.  Borrower shall notify Agent of each Subsidiary formed  subsequent to the Closing Date and, within 30 days of formation, shall cause any such Subsidiary  (other than an Excluded Subsidiary) to execute and deliver to Agent a Joinder Agreement.  In the  event one or more Subsidiaries that were previously Excluded Subsidiaries no longer qualify as  an Excluded Subsidiary, such Subsidiaries shall be subject to the requirements of the  immediately preceding sentence.  7.14 MSC Investments.  At any time that (a) the MSC Subsidiary has any assets or  liabilities and (b) the aggregate amount of the consolidated Cash of Borrower and its Subsidiaries  is equal to or less than One Hundred Fifty Million Dollars ($150,000,000), then Borrower shall  satisfy the MSC Investment Conditions at any such time.  7.15 Notification of Event of Default.  Borrower shall notify Agent immediately of the  occurrence of any Event of Default.  7.16 Use of Proceeds.  Borrower agrees that the proceeds of the Loans shall be used  solely to pay related fees and expenses in connection with this Agreement and for working  capital and general corporate purposes.  The proceeds of the Loans will not be used in violation  of Anti-Corruption Laws or applicable Sanctions.  7.17 Compliance with Laws.  (a) Borrower (i) shall maintain, and shall cause its Subsidiaries to maintain,  compliance in all material respects with all applicable laws, rules or regulations  (including any law, rule or regulation with respect to the making or brokering of loans or  financial accommodations), and (ii) shall, or cause its Subsidiaries to, obtain and  maintain all required governmental authorizations, approvals, licenses, franchises,  permits or registrations reasonably necessary in connection with the conduct of  Borrower’s business.  Borrower shall not become an “investment company” or a  company controlled by an “investment company”, under the Investment Company Act of  1940, as amended, or undertake as one of its important activities extending credit to  purchase or carry margin stock (as defined in Regulation X, T and U of the Federal  Reserve Board of Governors).  (b) Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or  any of its Subsidiaries permit, to its knowledge, any Affiliate to, directly or indirectly,  knowingly enter into any documents, instruments, agreements or contracts with any  Person listed on the OFAC Lists.  Neither Borrower nor any Subsidiary shall, nor shall  Borrower or any of its Subsidiaries permit, to its knowledge, any Affiliate to, directly or  indirectly, (i) conduct any business or engage in any transaction or dealing with any  





 






48   NY-2442286   Blocked Person, including, without limitation, the making or receiving of any  contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii)  deal in, or otherwise engage in any transaction relating to, any property or interests in  property blocked pursuant to Executive Order No. 13224 or any similar executive order  or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction  that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,  any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism  Law.  (c) Borrower has implemented and maintains in effect policies and procedures  designed to ensure compliance by Borrower, its Subsidiaries and their respective  directors, officers, employees and agents with Anti-Corruption Laws and applicable  Sanctions, and Borrower, its Subsidiaries and their respective officers and employees and  to the knowledge of Borrower its directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects.  (d) None of Borrower, any of its Subsidiaries or any of their respective  directors, officers or employees, or to the knowledge of Borrower, any agent for  Borrower or its Subsidiaries that will act in any capacity in connection with or benefit  from the credit facility established hereby, is a Sanctioned Person.  No Loan, use of  proceeds or other transaction contemplated by this Agreement will violate Anti- Corruption Laws or applicable Sanctions.  7.18 Company IP.  Each Borrower shall (i) protect, defend and maintain the validity  and enforceability of its Company IP  that is material to its business; (ii) promptly advise Agent  in writing of material infringements of its Company IP  that is material to its business; and (iii)  not allow any Company IP  material to Borrower’s business to be abandoned, forfeited or  dedicated to the public without Agent’s written consent, provided that Borrower is not required  to advise Agent or obtain Agent’s consent (written or otherwise) to allow to abandon, forfeit or  dedicate to the public Current Company IP as determined in the good faith business judgment of  the Borrower.  7.19 Transactions with Affiliates.  Borrower shall not and shall not permit any  Subsidiary to, directly or indirectly, enter into or permit to exist any transaction of any kind with  any Affiliate of Borrower or such Subsidiary (other than transactions among Borrowers  permitted under this Agreement) on terms that are less favorable to Borrower or such Subsidiary,  as the case may be, than those that might be obtained in an arm’s length transaction from a  Person who is not an Affiliate of Borrower or such Subsidiary.  7.20 COMI.  No Borrower or a Subsidiary of a Borrower, in each case whose  jurisdiction of incorporation or organization is in a member state of the European Union shall  change its “centre of main interests” (as that term is used in Article 3(1) of the Regulation).  7.21 People with Significant Control Regime.  Each Borrower shall (and the Parent  shall ensure that each of its Subsidiaries will): (a) within the relevant timeframe, comply with  any notice it receives pursuant to Part 21A of the Companies Act 2006 from any UK PSC Loan  Party; and (b) promptly provide Agent with a copy of that notice.  





 






49   NY-2442286   7.22 Financial Covenants.  (a) Minimum Cash.    (i) Beginning on January 1, 2024, Borrower shall at all times  maintain Unrestricted Cash in an amount not less than 35% of the aggregate  outstanding Secured Obligations (inclusive of any Prepayment Charge and End of  Term Charge that would be due and owing if the outstanding Term Loan  Advances were prepaid at the time of measurement) plus the Qualified Cash A/P  Amount; provided that, upon (i) achievement of the Approval Milestone and (ii)  the effectiveness of the Performance Covenant, Borrower shall at all times  maintain Unrestricted Cash in an amount not less than 20% of the aggregate  outstanding Secured Obligations (inclusive of any Prepayment Charge and End of  Term Charge that would be due and owing if the outstanding Term Loan  Advances were prepaid at the time of measurement) plus the Qualified Cash A/P  Amount; provided, further, that the outstanding Term Loan Advances shall  include, for the avoidance of doubt, any principal that has been added to the  principal balance of such Term Loan Advances pursuant to Section 2.2(h)(ii)).  (ii) If Borrower makes any cash payment in respect of the  principal of Permitted Convertible Debt, subject to satisfaction of the Redemption  Conditions, Borrower shall, at all times thereafter, maintain Unrestricted Cash in  the amount required by the defined term “Redemption Conditions”.  (b) Conditional Performance Covenant.  Beginning on the Performance  Covenant Trigger Date, tested on a monthly basis from and after such date, Borrower  shall be required to comply with at least one of the following requirements (it being  understood and agreed that Borrower shall be permitted to switch on a month to month  basis from one such requirement to another, such that compliance with one such  requirement in one month will not preclude Borrower from complying with another such  requirement in a subsequent month):  (i) as of the last date of each month, Borrower’s T3M Net  Product Revenue shall be no less than 60% of the projected T3M Net Product  Revenue for the trailing three-month period most recently then ended as set forth  in the Forecast, provided that for the avoidance of doubt, projected T3M Net  Product Revenue shall not be $0;  (ii) at all times during the maintenance period beginning on the  first day of such month through and including the date on which Borrower has  delivered the financial statements in accordance with Section 7.1(a) and the  Compliance Certificate for such month in accordance with Section 7.1(d) to  Agent, Borrower shall maintain (A) a Market Capitalization of at least  $1,200,000,000 and (B) Unrestricted Cash in an amount not less than 50% of the  aggregate outstanding Secured Obligations (inclusive of any Prepayment Charge  and End of Term Charge that would be due and owing if the outstanding Term  





 






50   NY-2442286   Loan Advances were prepaid at the time of measurement) plus the Qualified Cash  A/P Amount; and  (iii) at all times during the maintenance period beginning on the  first day of such month through and including the date on which Borrower has  delivered the financial statements in accordance with Section 7.1(a) and the  Compliance Certificate for such month in accordance with Section 7.1(d) to  Agent, Borrower shall maintain Unrestricted Cash in an amount not less than 85%  of the aggregate outstanding Secured Obligations (inclusive of any Prepayment  Charge and End of Term Charge that would be due and owing if the outstanding  Term Loan Advances were prepaid at the time of measurement) plus the Qualified  Cash A/P Amount;  provided that the outstanding Term Loan Advances shall include, for the  avoidance of doubt, any principal that has been added to the principal balance of  such Term Loan Advances pursuant to Section 2.2(h)(ii)).  7.23 [reserved]  7.24 Regulatory and Product Notices.  Borrower shall within three (3) Business Days  after the receipt or occurrence thereof notify Agent of:  (a) any written notice from a governmental authority received by Borrower or  its Subsidiaries alleging potential or actual violations of any Public Health Law by  Borrower or its Subsidiaries;  (b) any written notice from a governmental authority that the FDA (or  international equivalent) is limiting, suspending or revoking any Registration (including,  but not limited to, by the issuance of a clinical hold);  (c) any written notice from a governmental authority that Borrower or its  Subsidiaries has become subject to any Regulatory Action;  (d) the exclusion or debarment from any governmental healthcare program or  debarment or disqualification by FDA (or international equivalent) of Borrower or its  Subsidiaries or its or their authorized officers;  (e) any notice from a governmental authority that Borrower or any  Subsidiary, or any of their licensees or sublicensees (including licensees or sublicensees  under any material agreement), is being investigated or is the subject of any allegation of  potential or actual violations of any Federal Health Care Program Laws;  (f) any written notice from a governmental authority that any product of  Borrower or its Subsidiaries has been seized, withdrawn, recalled, detained, or subject to  a suspension of manufacturing, or the commencement of any proceedings in the United  States of America or any other jurisdiction seeking the seizure, withdrawal, recall, import  detention, or suspension of manufacturing, of any Product are pending or threatened in  writing against Borrower or its Subsidiaries; or  





 






51   NY-2442286   (g) narrowing or limiting the scope of marketing authorization or the labeling  of the Products of Borrower and its Subsidiaries under any such Registration.  except, in each case of (a) through (g) above, where such action would not reasonably be  expected to have, either individually or in the aggregate, Material Regulatory Liabilities.    SECTION 8 RIGHT TO INVEST  8.1 Borrower shall give timely prior written notice to Agent of each Subsequent  Financing and shall use commercially reasonable efforts to permit the Lenders or their Affiliates,  or permitted assignees of the Loans hereunder or nominees of the Lenders or their Affiliates, to  participate in any Subsequent Financings in an aggregate amount as the underwriters for such  Subsequent Financing may determine (in their sole discretion) and on substantially the same  terms, conditions and pricing afforded to others participating in any such Subsequent Financing  (subject to compliance with applicable securities laws and regulations).  This Section 8.1, and all  rights and obligations granted hereunder, shall automatically terminate the earliest to occur of (a)  termination of the security interest granted pursuant to Section 3.1 of this Agreement, and (b)  Borrower having previously extended two (2) such offers to permit the Lenders or their  Affiliates, or permitted assignees of the Loans hereunder or nominees of the Lenders or their  Affiliates, to participate in Subsequent Financings.   SECTION 9 EVENTS OF DEFAULT  The occurrence of any one or more of the following events shall be an Event of Default:  9.1 Payments.  Borrower fails to pay any amount due under this Agreement or any of  the other Loan Documents on the due date; provided, however, that an Event of Default shall not  occur on account of a failure to pay) above due solely to an administrative or operational error of  Agent or the Lenders or Borrower’s bank if Borrower had the funds to make the payment when  due and makes the payment within three (3) Business Days following Borrower’s knowledge of  such failure to pay; or  9.2 Covenants.  Borrower breaches or defaults in the performance of any covenant or  Secured Obligation under this Agreement, or any of the other Loan Documents or any other  agreement among Borrower, Agent and the Lenders, and (a) with respect to a default under any  covenant under this Agreement (other than under Sections 4.4, 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.12,  7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.22 and 7.24), any other Loan Document, or any other  agreement among Borrower, Agent and the Lenders, such default continues for more than twenty  (20) days after the earlier of the date on which (i) Agent or the Lenders has given notice of such  default to Borrower or (ii) Borrower has actual knowledge of such default or (b) with respect to a  default under any of Sections 4.4, 6, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.12, 7.14, 7.15, 7.16, 7.17, 7.18,  7.19, 7.22 and 7.24 the occurrence of such default; or  9.3 Material Adverse Effect.  A circumstance has occurred that could reasonably be  expected to have a Material Adverse Effect; provided that the occurrence of the following,  individually, shall not, in and of itself, constitute a "Material Adverse Effect" hereunder: (i) the  failure to achieve any Milestone, (ii) adverse results or delays with respect to, or the failure to  achieve, any clinical or non-clinical trial goals or objectives, (iii) the denial, delay or limitation  





 






52   NY-2442286   or qualification of approval of the FDA or other regulatory agency with respect to any proposed  drug or other Borrower Products, or (iv) any revisions to or termination of a strategic alliance,  joint venture, co-promotion, co-commercialization or co-development agreements or license  arrangement maintained by Borrower so long as the same does not affect the ability of Borrower  to perform or pay the Secured Obligations in accordance with the terms of the Loan Documents;  or  9.4  Representations.  Any representation or warranty made by Borrower in any Loan  Document shall have been false or misleading in any material respect when made or when  deemed made; or  9.5 Insolvency.  Borrower (a) (i) shall be unable to pay its debts (including trade  debts) as they become due, or be unable to pay or perform under the Loan Documents, (ii) shall  fail to maintain assets with a fair saleable value that exceeds the fair value of such Borrower’s  liabilities, (iii) shall maintain an unreasonably small amount of capital with which to conduct its  business, or (iv) shall otherwise become insolvent; or (b) (i) shall make an assignment for the  benefit of creditors; or (ii) shall file a voluntary petition in bankruptcy, or (iii) shall file any  petition, answer, or document seeking for itself any reorganization, arrangement, composition,  readjustment, liquidation, dissolution or similar relief under any present or future statute, law or  regulation pertinent to such circumstances; or (iv) shall seek or consent to or acquiesce in the  appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part  (i.e., 33-1/3% or more) of the assets or property of Borrower; or (v) shall cease operations of its  business as its business has normally been conducted, or terminate substantially all of its  employees; or (vi) Borrower or its directors or majority shareholders shall take any action  initiating any of the foregoing actions described in clauses (i) through (v); or (c) either (i) forty  five (45) days shall have expired after the commencement of an involuntary action against  Borrower seeking reorganization, arrangement, composition, readjustment, liquidation,  dissolution or similar relief under any present or future statute, law or regulation, without such  action being dismissed or all orders or proceedings thereunder affecting the operations or the  business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter  be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file  any answer admitting or not contesting the material allegations of a petition filed against  Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall  enter a decree or order granting the relief sought in any such proceedings; or (v) forty five (45)  days shall have expired after the appointment, without the consent or acquiescence of Borrower,  of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties  of Borrower without such appointment being vacated; or  9.6 Attachments; Judgments.  Any portion of Borrower’s assets is attached or seized,  or a levy is filed against any such assets, or a judgment or judgments is/are entered for the  payment of money (not covered by independent third party insurance as to which liability has not  been rejected by such insurance carrier), individually or in the aggregate, of at least $1,000,000,  or Borrower is enjoined or in any way prevented by court order from conducting any part of its  business; or  9.7 Other Obligations.  The occurrence of any default under any agreement or  obligation of Borrower involving any Indebtedness in excess of $1,000,000, the effect of which  





 






53   NY-2442286   default is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or  agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such  Indebtedness to become due prior to its stated maturity.  SECTION 10 REMEDIES  10.1 General.  Upon the occurrence of any one or more Events of Default that is  continuing, Agent may, and at the direction of the Required Lenders shall, accelerate and  demand payment of all or any part of the Secured Obligations together with the applicable  Prepayment Charge and declare them to be immediately due and payable (provided, that upon  the occurrence of an Event of Default of the type described in Section 9.5 that is continuing, all  of the Secured Obligations (including, without limitation, the Prepayment Charge and the End of  Term Charge) shall automatically be accelerated and made due and payable, in each case without  any further notice or act).  Borrower hereby irrevocably appoints Agent as its lawful attorney-in- fact to:  (a) exercisable following the occurrence of an Event of Default that is continuing, (i)  sign Borrower’s name on any invoice or bill of lading for any account or drafts against account  debtors; (ii) demand, collect, sue, and give releases to any account debtor for monies due, settle  and adjust disputes and claims about the accounts directly with account debtors, and  compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral  (including filing a claim or voting a claim in any bankruptcy case in Agent’s or Borrower’s  name, as Agent may elect); (iii) make, settle, and adjust all claims under Borrower’s insurance  policies; (iv) pay, contest or settle any Lien, charge, encumbrance, security interest, or other  claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to  terminate or discharge the same; (v) transfer the Collateral into the name of Agent or a third  party as the UCC permits; and (vi) receive, open and dispose of mail addressed to Borrower; and  (b) regardless of whether an Event of Default has occurred, (i) endorse Borrower’s name on any  checks, payment instruments, or other forms of payment or security; and (ii) notify all account  debtors to pay Agent directly.  Borrower hereby appoints Agent as its lawful attorney-in-fact to  sign Borrower’s name on any documents necessary to perfect or continue the perfection of  Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred  until all Secured Obligations have been satisfied in full and the Loan Documents have been  terminated.  Agent’s foregoing appointment as Borrower’s attorney in fact, and all of Agent’s  rights and powers, coupled with an interest, are irrevocable until all Secured Obligations have  been fully repaid and performed and the Loan Documents have been terminated.  Following the  occurrence of an Event of Default that is continuing, Agent may, and at the direction of the  Required Lenders shall, exercise all rights and remedies with respect to the Collateral under the  Loan Documents or otherwise available to it under the UCC and other applicable law, including  the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or  any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral.   All Agent’s rights and remedies shall be cumulative and not exclusive.  10.2 Collection; Foreclosure.  Upon the occurrence and during the continuance of any  Event of Default, Agent may, and at the direction of the Required Lenders shall, at any time or  from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose  of, any or all of the Collateral, in its then condition or following any commercially reasonable  preparation or processing, in such order as Agent may elect.  Any such sale may be made either  at public or private sale at its place of business or elsewhere.  Borrower agrees that any such  





 






54   NY-2442286   public or private sale may occur upon ten (10) calendar days’ prior written notice to Borrower.   Agent may require Borrower to assemble the Collateral and make it available to Agent at a place  designated by Agent that is reasonably convenient to Agent and Borrower.  The proceeds of any  sale, disposition or other realization upon all or any part of the Collateral shall be applied by  Agent in the following order of priorities:  First, to Agent and the Lenders in an amount sufficient to pay in full Agent’s and  the Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses  as described in Section 11.12;  Second, to the Lenders in an amount equal to the then unpaid amount of the  Secured Obligations (including principal, interest, and the Default Rate interest),  in such order and priority as Agent may choose in its sole discretion; and  Finally, after the full and final payment in cash of all of the Secured Obligations  (other than inchoate obligations), to any creditor holding a junior Lien on the  Collateral, or to Borrower or its representatives or as a court of competent  jurisdiction may direct.  Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of  any of the Collateral if it complies with the obligations of a secured party under the UCC.  10.3 No Waiver.  Agent shall be under no obligation to marshal any of the Collateral  for the benefit of Borrower or any other Person, and Borrower expressly waives all rights, if any,  to require Agent to marshal any Collateral.  10.4 Cumulative Remedies.  The rights, powers and remedies of Agent hereunder shall  be in addition to all rights, powers and remedies given by statute or rule of law and are  cumulative.  The exercise of any one or more of the rights, powers and remedies provided herein  shall not be construed as a waiver of or election of remedies with respect to any other rights,  powers and remedies of Agent.  SECTION 11 MISCELLANEOUS  11.1 Severability.  Whenever possible, each provision of this Agreement shall be  interpreted in such manner as to be effective and valid under applicable law, but if any provision  of this Agreement shall be prohibited by or invalid under such law, such provision shall be  ineffective only to the extent and duration of such prohibition or invalidity, without invalidating  the remainder of such provision or the remaining provisions of this Agreement.  11.2 Notice.  Except as otherwise provided herein, any notice, demand, request,  consent, approval, declaration, service of process or other communication (including the delivery  of Financial Statements) that is required, contemplated, or permitted under the Loan Documents  or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been  validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by  electronic mail or hand delivery or delivery by an overnight express service or overnight mail  delivery service; or (ii) the third calendar day after deposit in the United States of America mails,  





 






 NY-2442286   with proper first class postage prepaid, in each case addressed to the party to be notified as  follows:  (a)  If to Agent:  HERCULES CAPITAL, INC.  Legal Department  Attention: Chief Legal Officer, Bryan Jadot, Jeff Ralto and Michael Dutra  400 Hamilton Avenue, Suite 310  Palo Alto, CA 94301  email: legal@htgc.com, bjadot@htgc.com, jralto@htgc.com and  mdutra@htgc.com  Telephone: 650-289-3060  (b)  If to the Lenders:  HERCULES CAPITAL, INC.  Legal Department  Attention: Chief Legal Officer, Bryan Jadot, Jeff Ralto and Michael Dutra  400 Hamilton Avenue, Suite 310  Palo Alto, CA 94301  email: legal@htgc.com, bjadot@htgc.com, jralto@htgc.com and  mdutra@htgc.com  Telephone: 650-289-3060    (c)  If to Borrower:  REPLIMUNE GROUP, INC.  Attention: Philip Astley-Sparke, CEO  500 Unicorn Park Dr. 3rd Floor   Woburn, MA, 01801  email: ***  Telephone: ***  or to such other address as each party may designate for itself by like notice.  11.3  Entire Agreement; Amendments.  (a)  This Agreement and the other Loan Documents constitute the entire  agreement and understanding of the parties hereto in respect of the subject matter hereof  and thereof, and supersede and replace in their entirety any prior proposals, term sheets,  non-disclosure or confidentiality agreements, letters, negotiations or other documents or  agreements, whether written or oral, with respect to the subject matter hereof or thereof  (including Agent’s proposal letter dated September 7, 2022, and the Non-Disclosure  Agreement).  (b)  Neither this Agreement, any other Loan Document, nor any terms hereof  or thereof may be amended, supplemented or modified except in accordance with the  55  





 






56   NY-2442286   provisions of this Section 11.3(b).  The Required Lenders and Borrower party to the  relevant Loan Document may, or, with the written consent of the Required Lenders, the  Agent and Borrower party to the relevant Loan Document may, from time to time, (i)  enter into written amendments, supplements or modifications hereto and to the other  Loan Documents for the purpose of adding any provisions to this Agreement or the other  Loan Documents or changing in any manner the rights of the Lenders or of Borrower  hereunder or thereunder or (ii) waive, on such terms and conditions as the Required  Lenders or the Agent, as the case may be, may specify in such instrument, any of the  requirements of this Agreement or the other Loan Documents or any Default or Event of  Default and its consequences; provided, however, that no such waiver and no such  amendment, supplement or modification shall (A) forgive the principal amount or extend  the final scheduled date of maturity of any Loan, extend the scheduled date of any  amortization payment in respect of any Term Loan, reduce the stated rate of any interest  or fee payable hereunder) or extend the scheduled date of any payment thereof, in each  case without the written consent of each Lender directly affected thereby; (B) eliminate  or reduce the voting rights of any Lender under this Section 11.3(b) without the written  consent of such Lender; (C) reduce any percentage specified in the definition of Required  Lenders, consent to the assignment or transfer by Borrower of any of its rights and  obligations under this Agreement and the other Loan Documents (except as otherwise  permitted herein), release all or substantially all of the Collateral or release a Borrower  from its obligations under the Loan Documents (except as otherwise permitted herein), in  each case without the written consent of all Lenders; or (D) amend, modify or waive any  provision of Section 11.18 or Addendum 3 without the written consent of the Agent.   Any such waiver and any such amendment, supplement or modification shall apply  equally to each Lender and shall be binding upon Borrower, the Lender, the Agent and all  future holders of the Loans.  11.4 No Strict Construction.  The parties hereto have participated jointly in the  negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or  interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto  and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of  the authorship of any provisions of this Agreement.  11.5 No Waiver.  The powers conferred upon Agent and the Lenders by this  Agreement are solely to protect its rights hereunder and under the other Loan Documents and its  interest in the Collateral and shall not impose any duty upon Agent or the Lenders to exercise  any such powers.  No omission or delay by Agent or the Lenders at any time to enforce any right  or remedy reserved to it, or to require performance of any of the terms, covenants or provisions  hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to  which Agent or the Lenders is entitled, nor shall it in any way affect the right of Agent or the  Lenders to enforce such provisions thereafter.  11.6 Survival.  All agreements, representations and warranties contained in this  Agreement and the other Loan Documents or in any document delivered pursuant hereto or  thereto shall be for the benefit of Agent and the Lenders and shall survive the execution and  delivery of this Agreement.  Sections 6.3 and 11.15 shall survive the termination of this  Agreement.  





 






57   NY-2442286   11.7 Successors and Assigns.  The provisions of this Agreement and the other Loan  Documents shall inure to the benefit of and be binding on Borrower and its permitted assigns (if  any).  Borrower shall not assign its obligations under this Agreement or any of the other Loan  Documents without Agent’s express prior written consent, and any such attempted assignment  shall be void and of no effect.  Agent and the Lenders may not assign, transfer, or endorse its  rights hereunder and under the other Loan Documents without the prior written consent of Parent  (such consent not to be unreasonably withheld, conditioned or delayed); provided that (i) no such  consent shall be required for any such assignment, transfer or endorsement (x) after the  occurrence of an Event of Default that is continuing, or (y) to Agent or a Lender or Affiliate of  any Lender or Agent, and all of such rights shall inure to the benefit of Agent’s and the Lenders’  successors and permitted assigns. Notwithstanding the foregoing, (x) no such assignment,  transfer or endorsement may be made to any direct competitor of Borrower unless an Event of  Default shall have occurred and be continuing, (y) in connection with any assignment by a  Lender as a result of a forced divestiture at the request of any regulatory agency, the restrictions  set forth herein shall not apply and Agent and the Lenders may assign, transfer or indorse its  rights hereunder and under the other Loan Documents to any Person or party, and (z) in  connection with a Lender’s own financing or securitization transactions, the restrictions set forth  herein shall not apply and Agent and the Lenders may assign, transfer or endorse its rights  hereunder and under the other Loan Documents to any Person or party providing such financing  or formed to undertake such securitization transaction and any transferee of such Person or party  upon the occurrence of a default, event of default or similar occurrence with respect to such  financing or securitization transaction; provided that no such sale, transfer, pledge or assignment  under this clause (z) shall release such Lender from any of its obligations hereunder or substitute  any such Person or party for such Lender as a party hereto until Agent shall have received and  accepted an effective assignment agreement from such Person or party in form satisfactory to  Agent executed, delivered and fully completed by the applicable parties thereto, and shall have  received such other information regarding such assignee as Agent reasonably shall require.  The  Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices  in the United States a register for the recordation of the names and addresses of the Lender(s),  and the Term Commitments of, and principal amounts (and stated interest) of the Loans owing  to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in  the Register shall be conclusive absent manifest error, and Borrower, the Agent and the  Lender(s) shall treat each Person whose name is recorded in the Register pursuant to the terms  hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available  for inspection by Borrower and any Lender, at any reasonable time and from time to time upon  reasonable prior notice.  11.8 Participations.  Each Lender that sells a participation shall, acting solely for this  purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name  and address of each participant and the principal amounts (and stated interest) of each  participant’s interest in the Loans or other obligations under the Loan Documents (the  “Participant Register”); provided that no Lender shall have any obligation to disclose all or any  portion of the Participant Register (including the identity of any participant or any information  relating to a participant’s interest in any commitments, loans, its other obligations under any  Loan Document) to any Person except to the extent that such disclosure is necessary to establish  that such commitment, loan, letter of credit or other obligation is in registered form under  Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant  





 






58   NY-2442286   Register shall be conclusive absent manifest error, and such Lender shall treat each Person  whose name is recorded in the Participant Register as the owner of such participation for all  purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of  doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a  Participant Register.  Borrower agrees that each participant shall be entitled to the benefits of the  provisions in Addendum 1 attached hereto (subject to the requirements and limitations therein,  including the requirements under Section 7 of Addendum 1 attached hereto (it being understood  that the documentation required under Section 7 of Addendum 1 attached hereto shall be  delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired  its interest by assignment pursuant to Section 11.7; provided that such participant shall not be  entitled to receive any greater payment under Addendum 1 attached hereto, with respect to any  participation, than its participating Lender would have been entitled to receive, except to the  extent such entitlement to receive a greater payment results from a change in law that occurs  after the participant acquired the applicable participation.  11.9 Governing Law.  This Agreement and the other Loan Documents (other than the  English Security Documents) shall be governed by, and construed and enforced in accordance  with, the laws of the State of New York, excluding conflict of laws principles that would cause  the application of laws of any other jurisdiction.  11.10 Consent to Jurisdiction and Venue.  All judicial proceedings (to the extent that the  reference requirement of Section 11.11 is not applicable) arising in or under or related to this  Agreement or any of the other Loan Documents may be brought in any state or federal court  located in the State of New York.  By execution and delivery of this Agreement, each party  hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in New  York County, State of New York; (b) waives any objection as to jurisdiction or venue in the New  York County, State of New York; (c) agrees not to assert any defense based on lack of  jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any  judgment rendered thereby in connection with this Agreement or the other Loan Documents.   Service of process on any party hereto in any action arising out of or relating to this Agreement  shall be effective if given in accordance with the requirements for notice set forth in Section  11.2, and shall be deemed effective and received as set forth in Section 11.2.  Nothing herein  shall affect the right to serve process in any other manner permitted by law or shall limit the right  of either party to bring proceedings in the courts of any other jurisdiction.  11.11 Mutual Waiver of Jury Trial.  (a) Because disputes arising in connection with complex financial transactions  are most quickly and economically resolved by an experienced and expert Person and the  parties wish applicable state and federal laws to apply (rather than arbitration rules), the  parties desire that their disputes be resolved by a judge applying such applicable laws.   EACH OF BORROWER, AGENT AND THE LENDERS SPECIFICALLY WAIVES  ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION,  CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY  OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER  AGAINST AGENT, THE LENDERS OR THEIR RESPECTIVE ASSIGNEE OR BY  AGENT, THE LENDERS OR THEIR RESPECTIVE ASSIGNEE AGAINST  





 






59   NY-2442286   BORROWER.  This waiver extends to all such Claims, including Claims that involve  Persons other than Agent, Borrower and the Lenders; Claims that arise out of or are in  any way connected to the relationship among Borrower, Agent and the Lenders; and any  Claims for damages, breach of contract, tort, specific performance, or any equitable or  legal relief of any kind, arising out of this Agreement, any other Loan Document.  (b) [reserved]  (c) [reserved]  11.12 Professional Fees.  Borrower promises to pay Agent’s and the Lenders’  reasonable and documented fees and out-of-pocket expenses necessary to finalize the loan  documentation, including but not limited to reasonable and documented attorneys’ fees, UCC  searches, filing costs, and other miscellaneous out-of-pocket expenses.  In addition, Borrower  promises to pay any and all reasonable and documented attorneys’ and other professionals’ fees  and out of pocket expenses incurred by Agent and the Lenders after the Closing Date in  connection with or related to: (a) the Loan; (b) the administration, collection, or enforcement of  the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent,  release, or termination under the Loan Documents; (e) the protection, preservation, audit, field  exam, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect  to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in  connection with or related to Borrower or the Collateral, and any appeal or review thereof; and  (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors,  workout, foreclosure, or other action related to Borrower, the Collateral, the Loan Documents,  including representing Agent or the Lenders in any adversary proceeding or contested matter  commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof.  11.13 Confidentiality.  Agent and the Lenders acknowledge that certain items of  Collateral and information provided to Agent and the Lenders by Borrower are confidential and  proprietary information of Borrower, if and to the extent such information either (x) is marked as  confidential by Borrower at the time of disclosure, or (y) should reasonably be understood to be  confidential (the “Confidential Information”).  Accordingly, Agent and the Lenders agree that  any Confidential Information it may obtain in the course of acquiring, administering, or  perfecting  Agent’s security interest in the Collateral shall not be disclosed to any other Person or  entity in any manner whatsoever, in whole or in part, without the prior written consent of  Borrower, except that Agent and the Lenders may disclose any such information:  (a) to its  Affiliates and its partners, investors, lenders, directors, officers, employees, agents, advisors,  counsel, accountants, counsel, representative and other professional advisors if Agent or the  Lenders in their sole discretion determines that any such party should have access to such  information in connection with such party’s responsibilities in connection with the Loan or this  Agreement and, provided that such recipient of such Confidential Information either (i) agrees to  be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to  confidentiality restrictions that reasonably protect against the disclosure of Confidential  Information; (b) if such information is generally available to the public or to the extent such  information becomes publicly available other than as a result of a breach of this Section or  becomes available to Agent or any Lender, or any of their respective Affiliates on a non- confidential basis from a source other than the Borrower; (c) if required or appropriate in any  





 






60   NY-2442286   report, statement or testimony submitted to any governmental authority having or claiming to  have jurisdiction over Agent or the Lenders and any rating agency; (d) if required or appropriate  in response to any summons or subpoena or in connection with any litigation, to the extent  permitted or deemed advisable by Agent’s or the Lenders’ counsel; (e) to comply with any legal  requirement or law applicable to Agent or the Lenders or demanded by any governmental  authority; (f) to the extent reasonably necessary in connection with the exercise of, or preparing  to exercise, or the enforcement of, or preparing to enforce, any right or remedy under any Loan  Document (including Agent’s sale, lease, or other disposition of Collateral after an Event of  Default), or any action or proceeding relating to any Loan Document; (g) to any participant or  assignee of Agent or the Lenders permitted hereunder or any prospective participant or assignee  permitted hereunder, provided, that such participant or assignee or prospective participant or  assignee is subject to confidentiality restrictions that reasonably protect against the disclosure of  Confidential Information; (h) to any investor or potential investor (and each of their respective  Affiliates or clients) in the Agent or the Lenders (or each of their respective Affiliates); provided  that such investor, potential investor, Affiliate or client is subject to confidentiality obligations  with respect to the Confidential Information; (i) otherwise to the extent consisting of general  portfolio information that does not identify Borrower; or (j) otherwise with the prior consent of  Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the  obligations of Borrower or any of its Affiliates or any guarantor under this Agreement or the  other Loan Documents.  Agent’s and the Lenders’ obligations under this Section 11.13 shall  supersede all of their respective obligations under the Non-Disclosure Agreement.  11.14 Assignment of Rights.  Borrower acknowledges and understands that Agent or the  Lenders may, subject to (and in compliance with) Section 11.7, sell and assign all or part of its  interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”).  After  such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and  include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of  Agent and the Lenders hereunder with respect to the interest so assigned; but with respect to any  such interest not so transferred, Agent and the Lenders shall retain all rights, powers and  remedies hereby given.  No such assignment by Agent or the Lenders shall relieve Borrower of  any of its obligations hereunder.  Each Lender agrees that in the event of any transfer by it of the  promissory note(s) (if any), it will endorse thereon a notation as to the portion of the principal of  the promissory note(s), which shall have been paid at the time of such transfer and as to the date  to which interest shall have been last paid thereon.  11.15 Revival of Secured Obligations.  This Agreement and the Loan Documents shall  remain in full force and effect and continue to be effective if any petition is filed by or against  Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an  assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any  significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered  from Agent or the Lenders.  The Loan Documents and the Secured Obligations and Collateral  security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at  any time payment and performance of the Secured Obligations or any transfer of Collateral to  Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must  otherwise be restored or returned by, or is recovered from, Agent, the Lenders or by any obligee  of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or  otherwise, all as though such payment, performance, or transfer of Collateral had not been made.   





 






61   NY-2442286   In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable,  restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be  deemed, without any further action or documentation, to have been revived and reinstated except  to the extent of the full, final, and indefeasible payment to Agent or the Lenders in cash.  11.16 Counterparts.  This Agreement and any amendments, waivers, consents or  supplements hereto may be executed in any number of counterparts, and by different parties  hereto in separate counterparts, each of which when so delivered shall be deemed an original, but  all of which counterparts shall constitute but one and the same instrument.  Delivery of an  executed signature page of this Agreement by facsimile or other electronic mail transmission  shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of  this Agreement signed by all the parties shall be lodged with Borrower and Agent.  The words  “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption  shall be deemed to include electronic signatures or the keeping of records in electronic form,  each of which shall be of the same legal effect, validity or enforceability as a manually executed  signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and  as provided for in any applicable law, including the Federal Electronic Signatures in Global and  National Commerce Act, the New York State Electronic Signatures and Records Act, the  California Uniform Electronics Transactions Act, or any other similar state laws based on the  Uniform Electronic Transactions Act.  11.17 No Third Party Beneficiaries.  No provisions of the Loan Documents are  intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any  other rights of any kind in any Person other than Agent, the Lenders and Borrower unless  specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the  Loan Documents will be personal and solely among Agent, the Lenders and Borrower.  11.18 Agency.  Agent and each Lender hereby agree to the terms and conditions set  forth on Addendum 3 attached hereto.  Borrower acknowledges and agrees to the terms and  conditions set forth on Addendum 3 attached hereto.  11.19 Publicity.  None of the parties hereto nor any of its respective member businesses  and Affiliates shall, without the other parties’ prior written consent (which shall not be  unreasonably withheld or delayed), publicize or use (a) the other party’s name (including a brief  description of the relationship among the parties hereto), logo or hyperlink to such other parties’  web site, separately or together, in written and oral presentations, advertising, promotional and  marketing materials, client lists, public relations materials or on its web site (together, the “  Publicity Materials”); (b) the names of officers of such other parties in the Publicity Materials;  and (c) such other parties’ name, trademarks, servicemarks in any news or press release  concerning such party; provided however, notwithstanding anything to the contrary herein, no  such consent shall be required (i) to the extent necessary to comply with the requests of any  regulators, legal requirements or laws applicable to such party, pursuant to any listing agreement  with any national securities exchange (so long as such party provides prior notice to the other  party hereto to the extent reasonably practicable) and (ii) to comply with Section 11.13.  11.20 Multiple Borrowers.  Each Borrower hereby agrees to the terms and conditions set  forth on Addendum 4 attached hereto.  





 






62   NY-2442286   11.21 Consent to Bail-In: Notwithstanding any other term of any Loan Document or any  other agreement, arrangement or understanding between the parties, each party acknowledges  and accepts that any liability of any party to any other party under or in connection with the Loan  Documents may be subject to Bail-In Action by the relevant Resolution Authority and  acknowledges and accepts to be bound by the effect of:  (a) any Bail-In Action in relation to any such liability, including (without  limitation):  (i) a reduction, in full or in part, in the principal amount, or  outstanding amount due (including any accrued but unpaid interest) in respect of  any such liability;  (ii) a conversion of all, or part of, any such liability into shares  or other instruments of ownership that may be issued to, or conferred on, it; and  (iii) a cancellation of any such liability; and  (b) a variation of any term of any Loan Document to the extent necessary to  give effect to any Bail-In Action in relation to any such liability.  (SIGNATURES TO FOLLOW)    





 






[Signature Page to Loan and Security Agreement (Hercules/Replimune)]  IN WITNESS WHEREOF, Borrower, Agent and the Lenders have duly executed and  delivered this Loan and Security Agreement as of the day and year first above written.    BORROWER:    REPLIMUNE GROUP, INC.        Signature:  Print Name: Philip Astley-Sparke  Title: Chief Executive Officer                                            DocuSign Envelope ID: 5BAFBC73-DF4C-440F-9761-66C44096C8B2 /s/ Philip Astley-Sparke     REPLIMUNE, INC.      Signature: /s/ Philip Astley-Sparke     Print Name: Philip Astley-Sparke  Title: Treasurer and Secretary    REPLIMUNE LIMITED      Signature:    Print Name: Philip Astley-Sparke  Title: Director    /s/ Philip Astley-Sparke     





 






[Signature Page to Loan and Security Agreement (Hercules/Replimune)]  AGENT:  HERCULES CAPITAL, INC. Signature:  Print Name: Seth Meyer  Title: Chief Financial Officer  /s/ Seth Meyer                      





 






[Signature Page to Loan and Security Agreement (Hercules/Replimune)]  LENDERS:  HERCULES CAPITAL, INC. Signature:  Print Name: Seth Meyer  Title: Chief Financial Officer  /s/ Seth Meyer 





 






[Signature Page to Loan and Security Agreement (Hercules/Replimune)]  Print Name:  Title:  Seth Meyer  Authorized Signatory  LENDERS: HERCULES PRIVATE GLOBAL VENTURE  GROWTH FUND I L.P. By: Hercules Adviser LLC, its Investment Adviser Signature: /s/ Seth Meyer                    





 






  66   NY-2442286   Table of Addenda, Exhibits and Schedules  Addendum 1:  Addendum 2:  Taxes; Increased Costs    Reserved  Addendum 3: Agent and Lender Terms  Addendum 4: Multiple Borrower Terms  Exhibit A: Advance Request  Attachment to Advance Request  Exhibit B: Name, Locations, and Other Information for Borrower  Exhibit C: Reserved  Exhibit D: Borrower’s Deposit Accounts and Investment Accounts  Exhibit E: Compliance Certificate  Exhibit F: Joinder Agreement  Exhibit G: ACH Debit Authorization Agreement  Exhibit H-1:  Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are  Not Partnerships For U.S. Federal Income Tax Purposes)  Exhibit H-2:  Form of U.S. Tax Compliance Certificate (For Foreign Participants That  Are Not Partnerships For U.S. Federal Income Tax Purposes)  Exhibit H-3:  Form of U.S. Tax Compliance Certificate (For Foreign Participants That  Are Partnerships For U.S. Federal Income Tax Purposes)  Exhibit H-4:  Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are  Partnerships For U.S. Federal Income Tax Purposes)  Schedule 1.1  Commitments  Schedule 1 Subsidiaries  Schedule 1A  Existing Permitted Indebtedness  Schedule 1B  Existing Permitted Investments  Schedule 1C  Schedule 4.4   Existing Permitted Liens  Post-Closing Deliverables  Schedule 5.3  Consents, Etc.  Schedule 5.8  Tax Matters  Schedule 5.9  Current Company IP Claims  Schedule 5.10  Current Company IP  Schedule 5.11  Borrower Products  Schedule 5.14  Capitalization  





 






  67   NY-2442286   ADDENDUM 1 to LOAN AND SECURITY AGREEMENT  TAXES; INCREASED COSTS  1. Defined Terms.  For purposes of this Addendum 1:  a. “Connection Income Taxes” means Other Connection Taxes that are imposed on  or measured by net income (however denominated) or that are franchise Taxes or  branch profits Taxes.  b. “Excluded Taxes” means any of the following Taxes imposed on or with respect  to a Recipient or required to be withheld or deducted from a payment to a  Recipient, (i) Taxes imposed on or measured by net income (however  denominated), franchise Taxes, and branch profits Taxes, in each case, (A)  imposed as a result of such Recipient being organized under the laws of, or  having its principal office or, in the case of any Lender, its applicable lending  office located in, the jurisdiction imposing such Tax (or any political subdivision  thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S.  federal withholding Taxes imposed on amounts payable to or for the account of  such Lender with respect to an applicable interest in a Loan or Term Commitment  pursuant to a law in effect on the date on which (A) such Lender acquires such  interest in the Loan or Term Commitment or (B) such Lender changes its lending  office, except in each case to the extent that, pursuant to Section 2 or Section 4 of  this Addendum 1, amounts with respect to such Taxes were payable either to such  Lender’s assignor immediately before such Lender became a party hereto or to  such Lender immediately before it changed its lending office, (iii) Taxes  attributable to such Recipient’s failure to comply with Section 7 of this  Addendum 1, (iv) any withholding Taxes imposed under FATCA, and (v) so long  as no Event of Default has occurred, any UK Withholding Tax imposed on  interest payable to or for the account of an assignee of a Lender with respect to an  applicable interest in a Term Commitment under Section 11.7 to the extent such  assignee was not (assuming completion of all relevant procedural formalities)  entitled to an exemption from or reduction of UK Withholding Tax with respect  to the relevant payment based on the circumstances existing at the time of the  relevant assignment.  c. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this  Agreement (or any amended or successor version that is substantively comparable  and not materially more onerous to comply with), any current or future  regulations or official interpretations thereof, any agreements entered into  pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory  legislation, rules or practices adopted pursuant to any intergovernmental  agreement, treaty or convention among governmental authorities and  implementing such Sections of the Code.  d. “Foreign Lender” means a Lender that is not a U.S. Person.  





 






68   NY-2442286   e. “Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or  with respect to any payment made by or on account of any obligation of Borrower  under any Loan Document and (ii) to the extent not otherwise described in clause  (i), Other Taxes.  f. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed  as a result of a present or former connection between such Recipient and the  jurisdiction imposing such Tax (other than connections arising from such  Recipient having executed, delivered, become a party to, performed its  obligations under, received payments under, received or perfected a security  interest under, engaged in any other transaction pursuant to or enforced any Loan  Document, or sold or assigned an interest in any Loan or Loan Document).  g. “Other Taxes” means all present or future stamp, court or documentary,  intangible, recording, filing or similar Taxes that arise from any payment made  under, from the execution, delivery, performance, enforcement or registration of,  from the receipt or perfection of a security interest under, or otherwise with  respect to, any Loan Document, except any such Taxes that are Other Connection  Taxes imposed with respect to an assignment.  h. “Recipient” means the Agent or any Lender, as applicable.  i. “Withholding Agent” means Borrower and the Agent.  2. Payments Free of Taxes.  Any and all payments by or on account of any obligation of  Borrower under any Loan Document shall be made without deduction or withholding for  any Taxes, except as required by applicable law.  If any applicable law (as determined in  the good faith discretion of an applicable Withholding Agent) requires the deduction or  withholding of any Tax from any such payment by a Withholding Agent, then the  applicable Withholding Agent shall be entitled to make such deduction or withholding  and shall timely pay the full amount deducted or withheld to the relevant governmental  authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then  the sum payable by Borrower shall be increased as necessary so that after such deduction  or withholding has been made (including such deductions and withholdings applicable to  additional sums payable under this Section 2 or Section 4 of this Addendum 1) the  applicable Recipient receives an amount equal to the sum it would have received had no  such deduction or withholding been made.  3. Payment of Other Taxes by Borrower.  Borrower shall timely pay to the relevant  governmental authority in accordance with applicable law, or at the option of the Agent  timely reimburse it for the payment of, any Other Taxes.  4. Indemnification by Borrower.  Borrower shall indemnify each Recipient, within 10  days after demand therefor, for the full amount of any Indemnified Taxes (including  Indemnified Taxes imposed or asserted on or attributable to amounts payable under  Section 2 of this Addendum 1 or this Section 4) payable or paid by such Recipient or  required to be withheld or deducted from a payment to such Recipient and any reasonable  





 






69   NY-2442286   expenses arising therefrom or with respect thereto, whether or not such Indemnified  Taxes were correctly or legally imposed or asserted by the relevant governmental  authority. A certificate as to the amount of such payment or liability delivered to  Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on  behalf of a Lender, shall be conclusive absent manifest error.  In addition, Borrower  agrees to pay, and to save the Agent and any Lender harmless from, any and all liabilities  with respect to, or resulting from any delay in paying, any and all excise, sales or other  similar taxes (excluding taxes imposed on or measured by the net income of the Agent or  such Lender) that may be payable or determined to be payable with respect to any of the  Collateral or this Agreement.  5. Indemnification by the Lenders.  Each Lender shall severally indemnify the Agent,  within 10 days after demand therefor, for (a) any Indemnified Taxes attributable to such  Lender (but only to the extent that Borrower has not already indemnified the Agent for  such Indemnified Taxes and without limiting the obligation of Borrower to do so),  (b) any Taxes attributable to such Lender’s failure to comply with the provisions of  Section 11.8 of the Agreement relating to the maintenance of a Participant Register and  (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid  by the Agent in connection with any Loan Document, and any reasonable expenses  arising therefrom or with respect thereto, whether or not such Taxes were correctly or  legally imposed or asserted by the relevant governmental authority. A certificate as to the  amount of such payment or liability delivered to any Lender by the Agent shall be  conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and  apply any and all amounts at any time owing to such Lender under any Loan Document  or otherwise payable by the Agent to the Lender from any other source against any  amount due to the Agent under this Section 5.  6. Evidence of Payments.  As soon as practicable after any payment of Taxes by Borrower  to a governmental authority pursuant to the provisions of this Addendum 1, Borrower  shall deliver to the Agent the original or a certified copy of a receipt issued by such  governmental authority evidencing such payment, a copy of the return reporting such  payment or other evidence of such payment reasonably satisfactory to the Agent.  7. Status of Lenders.  a. Any Lender that is entitled to an exemption from or reduction of withholding Tax  with respect to payments made under any Loan Document shall deliver to  Borrower and the Agent (or submit to the appropriate tax authority, as applicable),  at the time or times reasonably requested by Borrower or the Agent, such properly  completed and executed documentation reasonably requested by Borrower or the  Agent as will permit such payments to be made without withholding or at a  reduced rate of withholding. In addition, any Lender, if reasonably requested by  Borrower or the Agent, shall deliver such other documentation prescribed by  applicable law or reasonably requested by Borrower or the Agent as will enable  Borrower or the Agent to determine whether or not such Lender is subject to  backup withholding or information reporting requirements. Notwithstanding  anything to the contrary in the preceding two sentences, the completion, execution  





 






70   NY-2442286   and submission of such documentation (other than such documentation set forth  in Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this Addendum 1) shall not be required  if in the Lender’s reasonable judgment such completion, execution or submission  would subject such Lender to any material unreimbursed cost or expense or would  materially prejudice the legal or commercial position of such Lender.  Notwithstanding anything to the contrary herein, a Lender shall be deemed to  have satisfied the requirements of this Section 7 in respect of any deduction or  withholding for or on account of tax imposed by the United Kingdom if such  Lender has either (x) notified Borrower or Agent of its passport number under the  HMRC treaty passport scheme (and for the avoidance of doubt, the provision by a  Lender of its HMRC treaty passport scheme number in Schedule 1.1 hereto shall  satisfy this requirement); or (y) submitted an application for withholding tax relief  under the applicable income tax treaty to the appropriate tax authority, in each  case without regard to whether any document required from HMRC has been  obtained.  b. Without limiting the generality of the foregoing, in the event that Borrower is a  U.S. Person,  i. any Lender that is a U.S. Person shall deliver to Borrower and the  Agent on or prior to the date on which such Lender becomes a  Lender under this Agreement (and from time to time thereafter  upon the reasonable request of Borrower or the Agent), executed  copies of IRS Form W-9 certifying that such Lender is exempt  from U.S. federal backup withholding tax;  ii. any Foreign Lender shall, to the extent it is legally entitled to do  so, deliver to Borrower and the Agent (in such number of copies as  shall be requested by the recipient) on or prior to the date on which  such Foreign Lender becomes a Lender under this Agreement (and  from time to time thereafter upon the reasonable request of  Borrower or the Agent), whichever of the following is applicable:  A. in the case of a Foreign Lender claiming the benefits of an  income tax treaty to which the United States is a party (x)  with respect to payments of interest under any Loan  Document, executed copies of IRS Form W-8BEN or IRS  Form W-8BEN-E establishing an exemption from, or  reduction of, U.S. federal withholding Tax pursuant to the  “interest” article of such tax treaty and (y) with respect to  any other applicable payments under any Loan Document,  IRS Form W-8BEN or IRS Form W-8BEN-E establishing  an exemption from, or reduction of, U.S. federal  withholding Tax pursuant to the “business profits” or  “other income” article of such tax treaty;  B. executed copies of IRS Form W-8ECI;   





 






71   NY-2442286   C. in the case of a Foreign Lender claiming the benefits of the  exemption for portfolio interest under Section 881(c) of the  Code, (x) a certificate substantially in the form of Exhibit  H-1 to the effect that such Foreign Lender is not a “bank”  within the meaning of Section 881(c)(3)(A) of the Code, a  “10 percent shareholder” of Borrower within the meaning  of Section 871(h)(3)(B) of the Code, or a “controlled  foreign corporation” related to Borrower as described in  Section 881(c)(3)(C) of the Code (a “U.S. Tax  Compliance Certificate”) and (y) executed copies of IRS  Form W-8BEN or IRS Form W-8BEN-E; or  D. to the extent a Foreign Lender is not the beneficial owner,  executed copies of IRS Form W-8IMY, accompanied by  IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W- 8BEN-E, a U.S. Tax Compliance Certificate substantially  in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9,  and/or other certification documents from each beneficial  owner, as applicable; provided that if the Foreign Lender is  a partnership and one or more direct or indirect partners of  such Foreign Lender are claiming the portfolio interest  exemption, such Foreign Lender may provide a U.S. Tax  Compliance Certificate substantially in the form of Exhibit  H-4 on behalf of each such direct and indirect partner;  iii. any Foreign Lender shall, to the extent it is legally entitled to do  so, deliver to Borrower and the Agent (in such number of copies as  shall be requested by the recipient) on or prior to the date on which  such Foreign Lender becomes a Lender under this Agreement (and  from time to time thereafter upon the reasonable request of  Borrower or the Agent), executed copies of any other form  prescribed by applicable law as a basis for claiming exemption  from or a reduction in U.S. federal withholding Tax, duly  completed, together with such supplementary documentation as  may be prescribed by applicable law to permit Borrower or the  Agent to determine the withholding or deduction required to be  made; and  iv. if a payment made to a Lender under any Loan Document would  be subject to U.S. federal withholding Tax imposed by FATCA if  such Lender were to fail to comply with the applicable reporting  requirements of FATCA (including those contained in Section  1471(b) or 1472(b) of the Code, as applicable), such Lender shall  deliver to Borrower and the Agent at the time or times prescribed  by law and at such time or times reasonably requested by Borrower  or the Agent such documentation prescribed by applicable law  (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)  





 






72   NY-2442286   and such additional documentation reasonably requested by  Borrower or the Agent as may be necessary for Borrower and the  Agent to comply with their obligations under FATCA and to  determine that such Lender has complied with such Lender’s  obligations under FATCA or to determine the amount, if any, to  deduct and withhold from such payment. Solely for purposes of  this clause (iv), “FATCA” shall include any amendments made to  FATCA after the date of this Agreement.  c. Each Lender agrees that if any form or certification it previously delivered expires  or becomes obsolete or inaccurate in any respect, it shall update such form or  certification or promptly notify Borrower and the Agent in writing of its legal  inability to do so.  8. Treatment of Certain Refunds.  If any party determines, in its sole discretion exercised  in good faith, that it has received a refund of any Taxes as to which it has been  indemnified pursuant to the provisions of this Addendum 1 (including by the payment of  additional amounts pursuant to the provisions of this Addendum 1), it shall pay to the  indemnifying party an amount equal to such refund (but only to the extent of indemnity  payments made under the provisions of this Addendum 1 with respect to the Taxes giving  rise to such refund), net of all out-of-pocket expenses (including Taxes) of such  indemnified party and without interest (other than any interest paid by the relevant  governmental authority with respect to such refund). Such indemnifying party, upon the  request of such indemnified party, shall repay to such indemnified party the amount paid  over pursuant to this Section 8 (plus any penalties, interest or other charges imposed by  the relevant governmental authority) in the event that such indemnified party is required  to repay such refund to such governmental authority. Notwithstanding anything to the  contrary in this Section 8, in no event will the indemnified party be required to pay any  amount to an indemnifying party pursuant to this Section 8 the payment of which would  place the indemnified party in a less favorable net after-Tax position than the indemnified  party would have been in if the Tax subject to indemnification and giving rise to such  refund had not been deducted, withheld or otherwise imposed and the indemnification  payments or additional amounts with respect to such Tax had never been paid. This  Section 8 shall not be construed to require any indemnified party to make available its  Tax returns (or any other information relating to its Taxes that it deems confidential) to  the indemnifying party or any other Person.  9. Increased Costs.  If any change in applicable law shall subject any Recipient to any  Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv)  of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan  principal, commitments, or other obligations, or its deposits, reserves, other liabilities or  capital attributable thereto, and the result shall be to increase the cost to such Recipient of  making, converting to, continuing or maintaining any Term Loan or of maintaining its  obligation to make any such Loan, or to reduce the amount of any sum received or  receivable by such Recipient (whether of principal, interest or any other amount), then,  upon the request of such Recipient, Borrower will pay to such Recipient such additional  





 






73   NY-2442286   amount or amounts as will compensate such Recipient for such additional costs incurred  or reduction suffered.  10. Survival.  Each party’s obligations under the provisions of this Addendum 1 shall  survive the resignation or replacement of the Agent or any assignment of rights by, or the  replacement of, a Lender, the termination of the Term Commitments and the repayment,  satisfaction or discharge of all obligations under any Loan Document.    





 






   NY-2442286   ADDENDUM 2 to LOAN AND SECURITY AGREEMENT  [Reserved]          





 






2   NY-2442286   ADDENDUM 3 to LOAN AND SECURITY AGREEMENT  Agent and Lender Terms  (a) Each Lender hereby irrevocably appoints Hercules Capital, Inc. to  act on its behalf as the Agent hereunder and under the other Loan Documents and  authorizes the Agent to take such actions on its behalf and to exercise such powers as are  delegated to the Agent by the terms hereof or thereof, together with such actions and  powers as are reasonably incidental thereto.  (b) Each Lender agrees to indemnify the Agent in its capacity as such  (to the extent not reimbursed by Borrower and without limiting the obligation of  Borrower to do so), according to its respective Term Commitment percentages (based  upon the total outstanding Term Loan Commitments) in effect on the date on which  indemnification is sought under this Addendum 3, from and against any and all liabilities,  obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or  disbursements of any kind whatsoever that may at any time be imposed on, incurred by or  asserted against the Agent in any way relating to or arising out of, this Agreement, any of  the other Loan Documents or any documents contemplated by or referred to herein or  therein or the transactions contemplated hereby or thereby or any action taken or omitted  by the Agent under or in connection with any of the foregoing. The agreements in this  Section shall survive the payment of the Loans and all other amounts payable hereunder.  (c) Agent in Its Individual Capacity.  The Person serving as the Agent  hereunder shall have the same rights and powers in its capacity as a Lender as any other  Lender and may exercise the same as though it were not the Agent and the term “Lender”  shall, unless otherwise expressly indicated or unless the context otherwise requires,  include each such Person serving as Agent hereunder in its individual capacity.  (d) Exculpatory Provisions.  The Agent shall have no duties or  obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Agent shall not:  (i) be subject to any fiduciary or other implied duties,  regardless of whether any Default or any Event of Default  has occurred and is continuing;  (ii) have any duty to take any discretionary action or exercise  any discretionary powers, except discretionary rights and  powers expressly contemplated hereby or by the other Loan  Documents that the Agent is required to exercise as  directed in writing by the Lenders, provided that the Agent  shall not be required to take any action that, in its opinion  or the opinion of its counsel, may expose the Agent to  liability or that is contrary to any Loan Document or  applicable law; and  





 






3   NY-2442286   (iii) except as expressly set forth herein and in the other Loan  Documents, have any duty to disclose, and the Agent shall  not be liable for the failure to disclose, any information  relating to Borrower or any of its Affiliates that is  communicated to or obtained by any Person serving as the  Agent or any of its Affiliates in any capacity.  (e) The Agent shall not be liable for any action taken or not taken by it  (i) with the consent or at the request of the Lenders or as the Agent shall believe in good  faith shall be necessary, under the circumstances or (ii) in the absence of its own gross  negligence or willful misconduct.  (f) The Agent shall not be responsible for or have any duty to  ascertain or inquire into (i) any statement, warranty or representation made in or in  connection with this Agreement or any other Loan Document, (ii) the contents of any  certificate, report or other document delivered hereunder or thereunder or in connection  herewith or therewith, (iii) the performance or observance of any of the covenants,  agreements or other terms or conditions set forth herein or therein or the occurrence of  any Default or Event of Default, (iv) the validity, enforceability, effectiveness or  genuineness of this Agreement, any other Loan Document or any other agreement,  instrument or document or (v) the satisfaction of any condition set forth in Section 4 or  elsewhere herein, other than to confirm receipt of items expressly required to be delivered  to the Agent.  (g) Reliance by Agent.  Agent may rely, and shall be fully protected in  acting, or refraining to act, upon, any resolution, statement, certificate, instrument,  opinion, report, notice, request, consent, order, bond or other paper or document that it  has no reason to believe to be other than genuine and to have been signed or presented by  the proper party or parties or, in the case of cables, telecopies and telexes, to have been  sent by the proper party or parties. In the absence of its gross negligence or willful  misconduct, Agent may conclusively rely, as to the truth of the statements and the  correctness of the opinions expressed therein, upon any certificates or opinions furnished  to Agent and conforming to the requirements of the Loan Agreement or any of the other  Loan Documents. Agent may consult with counsel, and any opinion or legal advice of  such counsel shall be full and complete authorization and protection in respect of any  action taken, not taken or suffered by Agent hereunder or under any Loan Documents in  accordance therewith. Agent shall have the right at any time to seek instructions  concerning the administration of the Collateral from any court of competent jurisdiction.  Agent shall not be under any obligation to exercise any of the rights or powers granted to  Agent by this Agreement, the Loan Agreement and the other Loan Documents at the  request or direction of the Lenders unless Agent shall have been provided by the Lenders  with adequate security and indemnity against the costs, expenses and liabilities that may  be incurred by it in compliance with such request or direction.    





 






  4   NY-2442286   ADDENDUM 4 to LOAN AND SECURITY AGREEMENT  Multiple Borrower Terms  (a) Borrower’s Agent.  Each Borrower hereby irrevocably appoints  Parent as its agent, attorney-in-fact and legal representative for all purposes, including  requesting disbursement of the Term Loan and receiving account statements and other  notices and communications to Borrower (or any of them) from the Agent or any Lender.  The Agent may rely, and shall be fully protected in relying, on any request for the Term  Loan, disbursement instruction, report, information or any other notice or communication  made or given by Parent, whether in its own name or on behalf of one or more of the  other Borrowers, and the Agent shall not have any obligation to make any inquiry or  request any confirmation from or on behalf of any other Borrower as to the binding effect  on it of any such request, instruction, report, information, other notice or communication,  nor shall the joint and several character of Borrower’s obligations hereunder be affected  thereby.  (b) Waivers.  Each Borrower hereby waives: (i) any right to require  the Agent to institute suit against, or to exhaust its rights and remedies against, any other  Borrower or any other person, or to proceed against any property of any kind which  secures all or any part of the Secured Obligations, or to exercise any right of offset or  other right with respect to any reserves, credits or deposit accounts held by or maintained  with the Agent or any Indebtedness of the Agent or any Lender to any other Borrower, or  to exercise any other right or power, or pursue any other remedy the Agent or any Lender  may have; (ii) any defense arising by reason of any disability or other defense of any  other Borrower or any guarantor or any endorser, co-maker or other person, or by reason  of the cessation from any cause whatsoever of any liability of any other Borrower or any  guarantor or any endorser, co-maker or other person, with respect to all or any part of the  Secured Obligations, or by reason of any act or omission of the Agent or others which  directly or indirectly results in the discharge or release of any other Borrower or any  guarantor or any other person or any Secured Obligations or any security therefor,  whether by operation of law or otherwise; (iii) any defense arising by reason of any  failure of the Agent to obtain, perfect, maintain or keep in force any Lien on, any  property of any Borrower or any other person; (iv) any defense based upon or arising out  of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,  liquidation or dissolution proceeding commenced by or against any other Borrower or  any guarantor or any endorser, co-maker or other person, including without limitation any  discharge of, or bar against collecting, any of the Secured Obligations (including without  limitation any interest thereon), in or as a result of any such proceeding. Until all of the  Secured Obligations (other than contingent obligations for which no Claim has been  made) have been paid, performed, and discharged in full, nothing shall discharge or  satisfy the liability of any Borrower hereunder except the full performance and payment  of all of the Secured Obligations (other than contingent obligations for which no Claim  has been made). If any claim is ever made upon the Agent for repayment or recovery of  any amount or amounts received by the Agent in payment of or on account of any of the  Secured Obligations, because of any claim that any such payment constituted a  preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and  





 






5   NY-2442286   the Agent repays all or part of said amount by reason of any judgment, decree or order of  any court or administrative body having jurisdiction over the Agent or any of its property,  or by reason of any settlement or compromise of any such claim effected by the Agent  with any such claimant (including without limitation the any other Borrower), then and in  any such event, each Borrower agrees that any such judgment, decree, order, settlement  and compromise shall be binding upon such Borrower, notwithstanding any revocation or  release of this Agreement or the cancellation of any note or other instrument evidencing  any of the Secured Obligations, or any release of any of the Secured Obligations, and  each Borrower shall be and remain liable to the Agent and the Lenders under this  Agreement for the amount so repaid or recovered, to the same extent as if such amount  had never originally been received by the Agent or any Lender, and the provisions of this  sentence shall survive, and continue in effect, notwithstanding any revocation or release  of this Agreement. Each Borrower hereby expressly and unconditionally waives all rights  of subrogation, reimbursement and indemnity of every kind against any other Borrower,  and all rights of recourse to any assets or property of any other Borrower, and all rights to  any collateral or security held for the payment and performance of any Secured  Obligations, including (but not limited to) any of the foregoing rights which Borrower  may have under any present or future document or agreement with any other Borrower or  other person, and including (but not limited to) any of the foregoing rights which any  Borrower may have under any equitable doctrine of subrogation, implied contract, or  unjust enrichment, or any other equitable or legal doctrine, in each case until the Secured  Obligations have been repaid in full.  (c) Consents. Each Borrower hereby consents and agrees that, without  notice to or by Borrower and without affecting or impairing in any way the obligations or  liability of Borrower hereunder, the Agent may, from time to time before or after  revocation of this Agreement, do any one or more of the following in its sole and  absolute discretion: (i) accept partial payments of, compromise or settle, renew, extend  the time for the payment, discharge, or performance of, refuse to enforce, and release all  or any parties to, any or all of the Secured Obligations; (ii) grant any other indulgence to  any Borrower or any other Person in respect of any or all of the Secured Obligations or  any other matter; (iii) accept, release, waive, surrender, enforce, exchange, modify,  impair, or extend the time for the performance, discharge, or payment of, any and all  property of any kind securing any or all of the Secured Obligations or any guaranty of  any or all of the Secured Obligations, or on which the Agent at any time may have a Lien,  or refuse to enforce its rights or make any compromise or settlement or agreement  therefor in respect of any or all of such property; (iv) substitute or add, or take any action  or omit to take any action which results in the release of, any one or more other  Borrowers or any endorsers or guarantors of all or any part of the Secured Obligations,  including, without limitation one or more parties to this Agreement, regardless of any  destruction or impairment of any right of contribution or other right of Borrower; and  (v) apply any sums received from any other Borrower, any guarantor, endorser, or co- signer, or from the disposition of any Collateral or security, to any Indebtedness  whatsoever owing from such person or secured by such Collateral or security, in such  manner and order as the Agent determines in its sole discretion, and regardless of  whether such Indebtedness is part of the Secured Obligations, is secured, or is due and  payable. Each Borrower consents and agrees that the Agent shall be under no obligation  





 






6   NY-2442286   to marshal any assets in favor of Borrower, or against or in payment of any or all of the  Secured Obligations.  Each Borrower further consents and agrees that the Agent shall  have no duties or responsibilities whatsoever with respect to any property securing any or  all of the Secured Obligations.  Without limiting the generality of the foregoing, the  Agent shall have no obligation to monitor, verify, audit, examine, or obtain or maintain  any insurance with respect to, any property securing any or all of the Secured  Obligations.  (d) Independent Liability.  Each Borrower hereby agrees that one or  more successive or concurrent actions may be brought hereon against such Borrower, in  the same action in which any other Borrower may be sued or in separate actions, as often  as deemed advisable by Agent. Each Borrower is fully aware of the financial condition of  each other Borrower and is executing and delivering this Agreement based solely upon its  own independent investigation of all matters pertinent hereto, and such Borrower is not  relying in any manner upon any representation or statement of the Agent or any Lender  with respect thereto. Each Borrower represents and warrants that it is in a position to  obtain, and each Borrower hereby assumes full responsibility for obtaining, any  additional information concerning any other Borrower’s financial condition and any other  matter pertinent hereto as such Borrower may desire, and such Borrower is not relying  upon or expecting the Agent to furnish to it any information now or hereafter in the  Agent’s possession concerning the same or any other matter.  (e) Subordination.  All Indebtedness of a Borrower or any Subsidiary  of a Borrower now or hereafter arising held by another Borrower or Subsidiary of a  Borrower is subordinated to the Secured Obligations and Borrower holding the  Indebtedness shall take all actions reasonably requested by Agent to effect, to enforce and  to give notice of such subordination and to dispose of any such Indebtedness if the Agent  is enforcing over shares in the capital of a Borrower or any Subsidiary or holding  company of a Borrower, or if the Indebtedness is held by a Subsidiary of a Borrower,  such Borrower shall take all actions reasonably requested by Agent to cause that  Borrower to effect, to enforce and to give notice of such subordination and to permit the  Agent to dispose of any such Indebtedness if the Agent is enforcing over shares in the  capital of a Borrower or any Subsidiary or holding company of a Borrower.  (f) Service of Process.  Each Borrower and Subsidiary that is  organized outside of the United States of America Parent as its agent for the purpose of  accepting service of any process in the United States of America. Each Borrower shall  take all actions, to ensure that such appointment remains effective at all times.    





 






   NY-2442286   EXHIBIT A  ADVANCE REQUEST  To: Agent: Date:  _______, 20[   ]   Hercules Capital, Inc. (the “Agent”)  400 Hamilton Avenue, Suite 310  Palo Alto, CA 94301  email: legal@htgc.com  Attn: Chief Legal Officer, Bryan Jadot, Jeff Ralto  and Michael Dutra    Replimune Group, Inc., a Delaware corporation (“Borrower”), hereby requests from Hercules  Capital, Inc., a Maryland corporation (“Lender”) an Advance in the amount of  ________________ Dollars ($ _________) on, ____________, _____ (the “Advance Date”)  pursuant to the Loan and Security Agreement among Borrower and other Borrowers party  thereto, Agent and the 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.  Please:  (a) Issue a check payable to Borrower ______  or  (b) Wire Funds to Borrower’s account  ______ [IF FILED PUBLICLY,  ACCOUNT INFO REDACTED FOR SECURITY PURPOSES]  Bank:    Address:        ABA Number:    Account Number:    Account Name:    Contact Person:    Phone Number  To Verify Wire Info:     Email address:      Borrower represents that the conditions precedent to the Advance set forth in the  Agreement are satisfied and shall be satisfied upon the making of such Advance, including but  not limited to:  (i) that no event that has had or could reasonably be expected to have a Material  Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set  forth in the Agreement are and shall be true and correct in all material respects on and as of the  Advance Date with the same effect as though made on and as of such date, except to the extent  such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in  compliance with all the terms and provisions set forth in each Loan Document on its part to be  





 






2   NY-2442286   observed or performed; and (iv) that as of the Advance Date, no Default or Event of Default has  occurred and is continuing under the Loan Documents.  Borrower understands and acknowledges  that Agent has the right to review the financial information supporting this representation and,  based upon such review, the Lender may decline to fund the requested Advance if the conditions  specified in the Agreement have not been satisfied at such time.   Borrower hereby represents that Borrower’s corporate status and locations have not  changed since the date of the Agreement or, if the Attachment to this Advance Request is  completed, are as set forth in the Attachment to this Advance Request.  Borrower agrees to notify Agent promptly before the funding of the Loan if any of the  matters which have been represented above shall not be true and correct on the Borrowing Date  and if Agent has received no such notice before the Advance Date then the statements set forth  above shall be deemed to have been made and shall be deemed to be true and correct as of the  Advance Date.  Executed as of [ ], 20[ ].  BORROWER: REPLIMUNE GROUP, INC.  SIGNATURE:    TITLE:    PRINT NAME:        





 






  3   NY-2442286   ATTACHMENT TO ADVANCE REQUEST  Dated: _______________  Borrower hereby represents and warrants to Agent that Borrower’s current name and  organizational status is as follows:  Name: Replimune  Group, Inc.  Type of organization: Corporation  State of organization: Delaware  Organization file number: 6467082    Borrower hereby represents and warrants to Agent that the street addresses, cities, states and  postal codes of its current locations are as follows:  500 Unicorn Park Dr., 3rd Floor, Woburn MA 01801  





 






   NY-2442286   EXHIBIT B  NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER  1. Borrower represents and warrants to Agent that Borrower’s current name and  organizational status as of the Closing Date is as follows:  Name: Replimune Group, Inc.  Type of organization: Corporation  State of organization: Delaware  Organization file number: 6467082    Name: Replimune, Inc.  Type of organization: Corporation  State of organization: Delaware  Organization file number: 5711367    Name: Replimune Limited  Type of organization: Company  State of organization: England and Wales  Registered number: 09496393    2. Borrower represents and warrants to Agent that for five (5) years prior to the Closing  Date, Borrower did not do business under any other name or organization or form except the  following:  N/A  3. Borrower represents and warrants to Agent that its chief executive office is located at:  Parent and Replimune, Inc. - 500 Unicorn Park Dr., 3rd Floor, Woburn MA 01801  Replimune UK - 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom,  OX14 4RQ     





 






2   NY-2442286    EXHIBIT C  [Reserved]    





 






   NY-2442286   EXHIBIT D  Deposit Accounts  Bank Name Account  Number  Branch Address Company/  Subsidiary  Purpose of Account  Silicon  Valley  Bank  3005 Tasman  Dr, Santa  Clara, CA                      95054  Replimune,  Inc. (US)    Silicon  Valley  Bank  3005 Tasman  Dr, Santa  Clara, CA  Replimune,  Inc. (US)    Silicon  Valley  Bank  3005 Tasman  Dr, Santa  Clara, CA                      95054  Replimune  Group,   Inc. (US)  Silicon  Valley  Bank  3005 Tasman  Dr, Santa  Clara, CA                      95054  Replimune,  Inc. (US)    Silicon  Valley  Bank  Alphabeta, 14- 18 Finsbury  Square  London, GB  EC2A 1BR  Replimune  Limited  (UK)     Silicon  Valley  Bank  Alphabeta, 14- 18 Finsbury  Square  London, GB  EC2A 1BR  Replimune  Limited  (UK)     Silicon  Valley  Bank  Alphabeta, 14- 18 Finsbury  Square  London, GB  EC2A 1BR  Replimune  Limited  (UK)      Accounts Holding Investment Property     Account Identifier  Description  Company/Subsidiary  Investments Replimune Securities Capital Advisors Group        ***  Corporation  Silicon Valley Bank Investments Replimune Securities        ***  Corporation  ***           ***                     95054  ***  *** ***  ***  ***  ***  ***  ***  ***  ***  ***  ***  





 






   NY-2442286   EXHIBIT E  COMPLIANCE CERTIFICATE  Hercules Capital, Inc. (as “Agent”)  400 Hamilton Avenue, Suite 310  Palo Alto, CA 94301  Reference is made to that certain Loan and Security Agreement dated October 6, 2022  and the Loan Documents (as defined therein) entered into in connection with such Loan and  Security Agreement all as may be amended from time to time (hereinafter referred to collectively  as the “Loan Agreement”) by and among Hercules Capital, Inc. (the “Agent”), the several banks  and other financial institutions or entities from time to time party thereto (collectively, the  “Lender”), Replimune Group, Inc., a Delaware corporation (the “Company”), and each other  Borrower that is party thereto. All capitalized terms not defined herein shall have the same  meaning as defined in the Loan Agreement.  The undersigned is an Officer of the Company, knowledgeable of all Company financial  matters, and is authorized to provide certification of information regarding the Company; hereby  certifies, in such capacity and not in any individual capacity, that, for the period ending  ______________, no fact or condition exists that would (or would, with the passage of time, the  giving or notice, or both) constitute a Default or an Event of Default and hereby reaffirms that all  representations and warranties contained therein are true and correct on and as of the date of this  Compliance Certificate with the same effect as though made on and as of such date, except to the  extent such representations and warranties expressly relate to an earlier date, after giving effect  in all cases to any standard(s) of materiality contained in the Loan Agreement as to such  representations and warranties. Attached are the required documents supporting the above  certification. The undersigned further certifies that these are prepared in accordance with GAAP  (except for the absence of footnotes with respect to unaudited financial statement and subject to  normal year end adjustments) and are consistent from one period to the next except as explained  below.  REPORTING REQUIREMENT REQUIRED  CHECK IF  ATTACHED  Interim Financial Statements Monthly within 30 days   Interim Financial Statements Quarterly within 45 days   Audited Financial Statements FYE within 90 days     ACCOUNTS OF BORROWER AND ITS SUBSIDIARIES AND AFFILIATES  The undersigned hereby also confirms the below disclosed accounts represent all depository  accounts and securities accounts presently open in the name of each Borrower or Borrower  Subsidiary/Affiliate, as applicable.  





 






 NY-2442286   Each new account that has been opened since delivery of the previous Compliance Certificate is  designated below with a “*”.     Depository  AC #  Financial  Institution  Account  Type  (Depository/  Securities)  Last  Month  Ending  Account  Balance  Purpose  of  Account  BORROWER  Name/Address:     1        2        3        4        5        6        7             SUBSIDIARY  / AFFILIATE  Name/Address     1        2        3        4        5        6        7               FINANCIAL COVENANTS  Financial Covenant Required Level Actual Level In Compliance?  (Y/N)  Minimum  Unrestricted Cash  Covenant  [_________] $_____________   





 






 NY-2442286   Conditional  Performance  Covenant  [__________]    [____]     INSURANCE POLICIES OF BORROWER AND ITS SUBSIDIARIES    [The undersigned hereby also confirms that since delivery of the previous Compliance  Certificate, neither Borrower nor any of its Subsidiaries has entered into or amended any  insurance policy required pursuant to Section 6.1 of the Loan Agreement.]1    [Since delivery of the previous Compliance Certificate, Borrower and/or one or more of its  Subsidiaries have entered into new, or amended existing, insurance policies required pursuant to  Section 6.1 of the Loan Agreement.  Attached hereto are copies of such new or amended  insurance policies and updated insurance certificates with respect to such policies, as required to  be delivered pursuant to Section 6.2 of the Loan Agreement.]2    [Current Company IP]    [The following claim(s) have been made to Borrower in writing that material part(s) of the  Current Company IP infringes or violates the rights of a third party:    [   ]]3    [The following Specified Dispute(s) have been alleged or threatened in writing to Borrower or  any of its Subsidiaries:  [   ]]4    EXCLUDED SUBSIDIARIES    The undersigned hereby also confirms the above disclosed accounts represent all cash and cash  equivalents held by each Excluded Subsidiary, as applicable.  Does any single Excluded Subsidiary hold cash and cash equivalents greater than  $1,000,000 in the aggregate? ____ Yes (not in compliance) ____ No (in compliance)                                                    1 Include if neither Borrower nor any of its Subsidiaries has entered into or amended any insurance policies since  delivery of the previous Compliance Certificate.  2 Include if Borrower or any of its Subsidiaries has entered into or amended any insurance policies since delivery of  the previous Compliance Certificate.  3 Include if any claim(s) have been made to any Borrower in writing that any material part of the Current Company  IP violates the rights of any third party.   4 Include if any Specified Dispute(s) have been alleged or threatened in writing, in each case challenging the  legality, validity, enforceability or ownership of any Current Company IP, in each case that would have a material  adverse effect on the Products.  





 






 NY-2442286   If yes: Please list such Subsidiaries and indicate whether a Joinder will be  provided for such Subsidiary: [ ● ]  Is the aggregate amount of cash and cash equivalents held by all Excluded Subsidiaries  less than or equal to $1,500,000? ____ Yes (in compliance) ____ No ( not in compliance)  [MSC SUBSIDIARY AND MSC INVESTMENT CONDITIONS  Does the MSC Subsidiary have any assets or  liabilities?  ____ Yes    ____ No  Is the aggregate amount of the consolidated cash of  Borrower and its Subsidiaries equal to or less than  $150,000,000?  ____ Yes (please complete below chart)   ____ No       MSC INVESTMENT CONDITIONS  (1) Aggregate amount of Borrower’s cash and  cash equivalents held in accounts subject to an  Account Control Agreement:  $[ ● ]  (2) Aggregate amount of outstanding Secured  Obligations (including any Prepayment Charge  and End of Term Charge if outstanding Term  Loan Advances were prepaid at this time):  $[ ● ]  (3) Aggregate amount of the consolidated Cash  of Borrower and its Subsidiaries (other than  Cash held in Excluded Accounts):  $[ ● ]   (4) Amount of the lesser of line (2) and line (3): $[ ● ]  Is line (1) equal to or greater than line (4)? _____ Yes (in compliance)   _____ No ( not in compliance)]    Very Truly Yours,  REPLIMUNE GROUP, INC.  By:    Name:    Its:        





 






   NY-2442286   EXHIBIT F  FORM OF JOINDER AGREEMENT  This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [     ], 20[  ],  and is entered into by and between ____________________, a _____________ [corporation]  (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).  RECITALS  A. Subsidiary’s Affiliate, Replimune Group, Inc., a Delaware corporation  (“Company”), has entered into that certain Loan and Security Agreement dated October 6, 2022,  with the several banks and other financial institutions or entities from time to time party thereto  as lender (collectively, the “Lenders”), each other Borrower that is party thereto, and the Agent,  as such agreement may be amended (the “Loan Agreement”), together with the other agreements  executed and delivered in connection therewith;  B. Subsidiary acknowledges and agrees that it will benefit both directly and  indirectly from Company’s execution of the Loan Agreement and the other agreements executed  and delivered in connection therewith;  AGREEMENT  NOW THEREFORE, Subsidiary and Agent agree as follows:  1. The recitals set forth above are incorporated into and made part of this Joinder  Agreement. Capitalized terms not defined herein shall have the meaning provided in the  Loan Agreement.  2. By signing this Joinder Agreement, Subsidiary shall be bound by the terms and  conditions of the Loan Agreement the same as if it were a Borrower (as defined in the  Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that  (a) with respect to (i) Section 5.1 of the Loan Agreement, Subsidiary represents that it is  an entity duly organized, legally existing and in good standing under the laws of [     ],  (b) neither Agent nor the Lenders shall have any duties, responsibilities or obligations to  Subsidiary arising under or related to the Loan Agreement or the other Loan Documents,  (c) that if Subsidiary is covered by Company’s insurance, Subsidiary shall not be required  to maintain separate insurance or comply with the provisions of Sections 6.1 and 6.2 of  the Loan Agreement, and (d) that as long as Company satisfies the requirements of  Section 7.1 of the Loan Agreement, Subsidiary shall not have to provide Agent separate  Financial Statements. To the extent that Agent or the Lenders has any duties,  responsibilities or obligations arising under or related to the Loan Agreement or the other  Loan Documents, those duties, responsibilities or obligations shall flow only to Company  and not to Subsidiary or any other Person or entity. By way of example (and not an  exclusive list): (i) Agent’s providing notice to Company in accordance with the Loan  Agreement or as otherwise agreed among Company, Agent and the Lenders shall be  deemed provided to Subsidiary; (ii) a Lender’s providing an Advance to Company shall  





 






 NY-2442286   be deemed an Advance to Subsidiary; and (iii) Subsidiary shall have no right to request  an Advance or make any other demand on the Lenders.  3. [Subsidiary agrees not to certificate its equity securities without Agent’s prior written  consent, which consent may be conditioned on the delivery of such equity securities to  Agent in order to perfect Agent’s security interest in such equity securities.]5  4. Subsidiary acknowledges that it benefits, both directly and indirectly, from the Loan  Agreement, and hereby waives, for itself and on behalf on any and all successors in  interest (including without limitation any assignee for the benefit of creditors, receiver,  bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to  the fullest extent provided by law, any and all claims, rights or defenses to the  enforcement of this Joinder Agreement on the basis that (a) it failed to receive adequate  consideration for the execution and delivery of this Joinder Agreement or (b) its  obligations under this Joinder Agreement are avoidable as a fraudulent conveyance.  5. As security for the prompt, complete and indefeasible payment when due (whether on the  payment dates or otherwise) of all the Secured Obligations, Subsidiary grants to Agent a  security interest in all of Subsidiary’s right, title, and interest in and to the Collateral.  SUBSIDIARY:  __________________________________  By:  Name:  Title:  Address:  Telephone: __________  email: ________  AGENT:  HERCULES CAPITAL, INC.  By: __________________________  Name: ________________________  Title: _________________________  Address:  400 Hamilton Ave., Suite 310  Palo Alto, CA 94301  email: legal@htgc.com  Telephone: 650-289-3060                                                      5 Only include if Subsidiary’s equity interests are not certificated as of the joinder date.  





 






   NY-2442286   EXHIBIT G  ACH DEBIT AUTHORIZATION AGREEMENT  [Hercules Capital, Inc.]  [           ]   400 Hamilton Avenue, Suite 310  Palo Alto, CA 94301    Re: Loan and Security Agreement dated October 6, 2022 (the “Agreement”) by and  among Replimune Group, Inc., a Delaware corporation (“Borrower”), and certain of its  Subsidiaries party thereto as a borrower, Hercules Capital, Inc., as agent (“Company”),  and the lenders party thereto (collectively, the “Lenders”)  In connection with the above referenced Agreement, Borrower hereby authorizes the Company  to initiate debit entries for (i) the periodic payments due under the Agreement and (ii) out-of- pocket legal fees and costs incurred by Agent or the Lenders pursuant to Section 11.12 of the  Agreement to Borrower’s account indicated below. Borrower authorizes the depository  institution named below to debit to such account.  [IF FILED PUBLICLY, ACCOUNT INFO REDACTED FOR SECURITY PURPOSES]  DEPOSITORY NAME BRANCH  CITY STATE AND ZIP CODE  TRANSIT/ABA NUMBER ACCOUNT NUMBER    This authority will remain in full force and effect so long as any amounts are due under the  Agreement.  REPLIMUNE GROUP, INC.  By:    Name:    Date:        





 






   NY-2442286   EXHIBIT H-1  FORM OF U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Loan and Security Agreement dated as of October 6,  2022 (as amended, supplemented or otherwise modified from time to time, the “Loan  Agreement”) by and among Replimune Group, Inc., a Delaware corporation, and certain of its  Subsidiaries party thereto as a borrower (collectively, “Borrower”), the several banks and other  financial institutions or entities from time to time parties thereto (collectively, referred to as the  “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as  administrative agent and collateral agent for itself and the Lenders (in such capacity, the  “Agent”).  Pursuant to the provisions of Addendum 1 of the Loan Agreement, the undersigned  hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any  promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,  (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten  percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Code and  (iv) it is not a “controlled foreign corporation” related to Borrower as described in Section  881(c)(3)(C) of the Code.  The undersigned has furnished the Agent and Borrower with a certificate of its non-U.S.  Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the  undersigned agrees that (1) if the information provided in this certificate changes, the  undersigned shall promptly so inform Borrower and the Agent, and (2) the undersigned shall  have at all times furnished Borrower and the Agent with a properly completed and currently  effective certificate in either the calendar year in which each payment is to be made to the  undersigned, or in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Loan Agreement and used herein  shall have the meanings given to them in the Loan Agreement.  Date: ___________, 20___ [NAME OF LENDER]       By:     Name:     Title:        





 






   NY-2442286   EXHIBIT H-2  FORM OF U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax  Purposes)  Reference is hereby made to the Loan and Security Agreement dated as of October 6,  2022 (as amended, supplemented or otherwise modified from time to time, the “Loan  Agreement”) by and among Replimune Group, Inc., a Delaware corporation, and certain of its  Subsidiaries party thereto as a borrower (collectively, “Borrower”), the several banks and other  financial institutions or entities from time to time parties thereto (collectively, referred to as the  “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as  administrative agent and collateral agent for itself and the Lenders (in such capacity, the  “Agent”).  Pursuant to the provisions of Addendum 1 of the Loan Agreement, the undersigned  hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of  which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section  881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of Borrower within the  meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation”  related to Borrower as described in Section 881(c)(3)(C) of the Code.  The undersigned has furnished its participating Lender with a certificate of its non-U.S.  Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the  undersigned agrees that (1) if the information provided in this certificate changes, the  undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have  at all times furnished such Lender with a properly completed and currently effective certificate in  either the calendar year in which each payment is to be made to the undersigned, or in either of  the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Loan Agreement and used herein  shall have the meanings given to them in the Loan Agreement.  Date: ___________, 20___ [NAME OF PARTICIPANT]   By:     Name:     Title:        





 






   NY-2442286   EXHIBIT H-3  FORM OF U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Loan and Security Agreement dated as of October 6,  2022 (as amended, supplemented or otherwise modified from time to time, the “Loan  Agreement”) by and among Replimune Group, Inc., a Delaware corporation, and certain of its  Subsidiaries party thereto as a borrower (collectively, “Borrower”), the several banks and other  financial institutions or entities from time to time parties thereto (collectively, referred to as the  “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as  administrative agent and collateral agent for itself and the Lenders (in such capacity, the  “Agent”).  Pursuant to the provisions of Addendum 1 of the Loan Agreement, the undersigned  hereby certifies that (i) it is the sole record owner of the participation in respect of which it is  providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial  owners of such participation, (iii) with respect to such participation, neither the undersigned nor  any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan  agreement entered into in the ordinary course of its trade or business within the meaning of  Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten  percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Code and  (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to  Borrower as described in Section 881(c)(3)(C) of the Code.  The undersigned has furnished its participating Lender with IRS Form W-8IMY  accompanied by one of the following forms from each of its partners/members that is claiming  the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an  IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each  of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided in this  certificate changes, the undersigned shall promptly so inform such Lender and (2) the  undersigned shall have at all times furnished such Lender with a properly completed and  currently effective certificate in either the calendar year in which each payment is to be made to  the undersigned, or in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Loan Agreement and used herein  shall have the meanings given to them in the Loan Agreement.  Date: ___________, 20___ [NAME OF PARTICIPANT]   By:     Name:     Title:        





 






   NY-2442286   EXHIBIT H-4  FORM OF U.S. TAX COMPLIANCE CERTIFICATE  (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)  Reference is hereby made to the Loan and Security Agreement dated as of October 6,  2022 (as amended, supplemented or otherwise modified from time to time, the “Loan  Agreement”) by and among Replimune Group, Inc., a Delaware corporation, and certain of its  Subsidiaries party thereto as a borrower (collectively, “Borrower”), the several banks and other  financial institutions or entities from time to time parties thereto (collectively, referred to as the  “Lenders”), and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as  administrative agent and collateral agent for itself and the Lenders (in such capacity, the  “Agent”).  Pursuant to the provisions of Addendum 1 of the Loan Agreement, the undersigned  hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory  note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct  or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any  promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant  to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its  direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement  entered into in the ordinary course of its trade or business within the meaning of Section  881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent  shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none  of its direct or indirect partners/members is a “controlled foreign corporation” related to  Borrower as described in Section 881(c)(3)(C) of the Code.  The undersigned has furnished the Agent and Borrower with IRS Form W-8IMY  accompanied by one of the following forms from each of its partners/members that is claiming  the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an  IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each  of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided in this  certificate changes, the undersigned shall promptly so inform Borrower and the Agent, and (2)  the undersigned shall have at all times furnished Borrower and the Agent with a properly  completed and currently effective certificate in either the calendar year in which each payment is  to be made to the undersigned, or in either of the two calendar years preceding such payments.  Unless otherwise defined herein, terms defined in the Loan Agreement and used herein  shall have the meanings given to them in the Loan Agreement.  Date: ___________, 20___ [NAME OF LENDER]   By:     Name:     Title:            





 






SCHEDULE 1.1  COMMITMENTS  LENDERS TRANCHE 1 TRANCHE 2 TRANCHE 3 TRANCHE 4 TRANCHE 5 TRANCHE 6* TOTAL  COMMITMENTS  Hercules Capital,  Inc.  $52,200,000.00 $13,050,000.00 $21,750,000.00 $30,450,000.00 $34,800,000.00 $25,000,000.00* $177,250,000.00  Hercules Private  Global Venture  Growth Fund I  L.P.  $7,800,000.00 $1,950,000.00 $3,250,000.00 $4,550,000.00 $5,200,000.00 -- $22,750,000.00   $60,000,000.00 $15,000,000.00 $25,000,000.00 $35,000,000.00 $40,000,000.00 $25,000,000.00* $200,000,000.00  *Funding of Tranche 6 is conditioned on approval by Lender’s investment committee in its sole and unfettered discretion.      LENDERS Treaty Passport scheme reference number and  jurisdiction of tax residence (if applicable)  Hercules Capital, Inc. 13/H/376642/DTTP USA  Hercules Private Global Venture Growth Fund I L.P. --  





 






 EU1/ 500791646.4  SCHEDULE 1  SUBSIDIARIES  Parent holds:  Replimune, Inc. – 100% ownership  Replimune Securities Corporation – 100% ownership  Replimune Limited – 100% ownership  Replimune Limited holds:  Replimune (Ireland) Limited – 100% ownership  





 






   EU1/ 500791646.4    SCHEDULE 1A  EXISTING PERMITTED INDEBTEDNESS    Borrower Third Party Amount Purpose  Replimune,  Inc.  C T Corporation  System  $35,832.00  Laptops and docking stations  Replimune,  Inc.  C T Corporation  System  $99,015.36  Laptops and docking stations    





 






   EU1/ 500791646.4    SCHEDULE 1B  EXISTING PERMITTED INVESTMENTS  None.    





 






   EU1/ 500791646.4    SCHEDULE 1C  EXISTING PERMITTED LIENS    Debtor Juris. /  Lien Type  Searched  Secured  Party  Original File  Number  Original File Date Collateral  Replimune,  Inc.  Delaware C T  Corporation  System  20220406447 1/17/2022 Laptops and  docking stations  Replimune,  Inc.  Delaware C T  Corporation  System  20223779113 5/4/2022 Laptops and  docking stations      





 






 NY-2442286  SCHEDULE 4.4  POST-CLOSING DELIVERABLES  1. Within thirty (30) days of the Closing Date (or such later date to which the Agent may agree  in its sole discretion), Borrower shall deliver to Agent insurance endorsements in accordance  with the requirements of Section 6.2 of this Agreement. 2. Within thirty (30) days of the Closing Date (or such later date to which the Agent may agree  in its sole discretion), Borrower shall obtain a duly executed and delivered landlord waiver  agreement, in form and substance reasonably satisfactory to Agent, for Borrower’s leased  property located at 500 Unicorn Park Dr., 3rd Floor, Woburn, MA 01801. 3. Within thirty (30) days of the Closing Date (or such later date to which the Agent may agree  in its sole discretion), Borrower shall obtain a duly executed and delivered landlord waiver  agreement, in form and substance reasonably satisfactory to Agent, for Borrower’s leased  property located at 33 NY Avenue, Framingham, MA 01701. 4. By no later than one (1) Business Day after the Closing Date (or such later date to which the  Agent may agree in its sole discretion), Borrower shall have delivered to Agent (i) duly  executed Account Control Agreements, in form and substance reasonably satisfactory to  Agent, in respect of the Borrower’s Deposit Accounts set forth in Exhibit D hereto (other  than Excluded Accounts) and (ii) a legal opinion of Borrower’s U.S. counsel in form and  substance reasonably acceptable to Agent. 





 






   EU1/ 500791646.4    SCHEDULE 5.3  CONSENTS, ETC.  Certain UK insurance assignments under the English Debenture require consent and may not be  obtained prior to the Closing Date.  





 






   EU1/ 500791646.4    SCHEDULE 5.8  TAX MATTERS  None.    





 






   EU1/ 500791646.4    SCHEDULE 5.9  CURRENT COMPANY IP CLAIMS  Section 5.9, subsection (i): certain Current Company IP is being challenged for validity as  follows:      EP Oppositions of Company IP:    EP 3400293   EP 3400291    US Patent Trial and Appeal Board (PTAB) proceedings of Company IP:    US 10,947,513    





 






   EU1/ 500791646.4    SCHEDULE 5.10(a)  CURRENT COMPANY IP  Section 5.10(a), first sentence: See Exhibit A to the Perfection Certificate     Section 5.10(a), subsection (i)(B): certain Current Company IP is being challenged for validity as  follows: See disclosure on Schedule 5.9.                      





 






   EU1/ 500791646.4    SCHEDULE 5.10(f)    Section 5.10(f), subsection (ii): certain Current Company IP is being challenged for validity as  follows: See disclosure on Schedule 5.9.                                                       





 






   EU1/ 500791646.4    SCHEDULE 5.10(g)   CURRENT COMPANY IP SPECIAL DISPUTES    None.  





 






   EU1/ 500791646.4    SCHEDULE 5.10(i)  THIRD PARTY IP CLAIMS    Section 5.10(i) subsection (ii): certain Current Company IP is being challenged for validity as  follows: See disclosure on Schedule 5.9.                                   





 






   EU1/ 500791646.4    SCHEDULE 5.10(j)   THIRD PARTY IP     None.                                    





 






   EU1/ 500791646.4    SCHEDULE 5.10(k)  RIGHTS TO USE CURRENT COMPANY IP    None.                                    





 






   EU1/ 500791646.4    SCHEDULE 5.10(l)  CURRENT COMPANY IP VIOLATION    None.                                      





 






   EU1/ 500791646.4    SCHEDULE 5.10(o)  CURRENT COMPANY IP    None.                            





 






   EU1/ 500791646.4    SCHEDULE 5.11  BORROWER PRODUCTS    Section 5.11, first sentence: certain Current Company IP is being challenged for validity as  follows: See disclosure on Schedule 5.9.     





 






   EU1/ 500791646.4    SCHEDULE 5.14  CAPITALIZATION    WHOLLY OWNED SUBSIDIARIES OF PARENT:  Replimune, Inc.  Replimune Securities Corporation  Replimune Limited    WHOLLY OWNED SUBSIDIARIES OF REPLIMUNE LIMITED:  Replimune (Ireland) Limited