5. The Undersigned hereby waives all notices whatsoever with respect to this Surety and thePrincipal Debtor’s Liabilities to Bank, including but not being limited to, notice: of the Bank’sacceptance hereof and intention to act in reliance hereon, of its reliance hereon, of the presentexistence or future incurring of any of the Principal Debtor’s Liabilities to Bank, of the amount,terms and conditions thereof, and of any defaults thereon. The Undersigned hereby consents to thetaking of, or failure to take, from time to time without notice to the Undersigned, any action ofany nature whatsoever with respect to the Principal Debtor’s Liabilities to Bank and with respectto any rights against any Person or Persons (including the Principal Debtor and any of theUndersigned) or in any property, including but not being limited to, any renewals, extensions,modifications, postponements, compromises, indulgences, waivers, surrenders, exchanges andreleases, and the Undersigned will remain fully liable hereon notwithstanding any of the foregoing;provided, however, that the granting of a release of the liability hereunder of all the Undersignedor of less than all of the Undersigned shall be effective with respect to the liability hereunderof the one or more who are specifically so released but shall in no way affect the liabilityhereunder of any not so released. The death or incapacity of any of the Undersigned shall in noway affect the liability hereunder of any other of the Undersigned, and the liability of theUndersigned hereunder is binding upon the Undersigned, its respective heirs, personalrepresentatives, permitted successors and assigns. The Undersigned may not assign its rights orobligations hereunder without the written consent of the Bank. The Undersigned hereby waives thebenefit of all laws now or hereafter in effect in any way limiting or restricting the liability ofthe Undersigned hereunder.6. In addition to all other liability of the Undersigned hereunder, the Undersigned alsoagrees to pay to the Bank on demand all costs and expenses (including counsel fees) which may beincurred in the enforcement of the Principal Debtor’s Liabilities to Bank or the liability of theUndersigned hereunder. If any of the Principal Debtor’s Liabilities to Bank is not duly performed,including the prompt payment when due of any amount payable thereon, all the Principal Debtor’sLiabilities to Bank shall at the Bank’s option, be deemed to be forthwith due and payable for thepurposes of this Surety and the liability of the Undersigned hereunder. No delay in making demandon the Undersigned for performance or payment of the Undersigned’s obligations hereunder shallprejudice the right to enforce said performance or payment.7. So long as the Principal Debtor’s Liabilities to Bank have not been paid in full, nopayment by the Surety pursuant to the provisions hereof shall entitle the Surety by subrogation orotherwise to the rights of the Bank, to any payment by the Principal Debtor or out of the propertyof the Principal Debtor.
 
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8. **The Undersigned and each of them hereby empowers the prothonotary or any attorney of anycourt of record within the United States or elsewhere, upon the occurrence of a default under anyof Principal Debtor’s Liabilities to Bank, after anyapplicable cure period, to appear for the Undersigned and each of them and, with or withoutone or more declarations filed, to confess judgment as often as necessary against the Undersignedin favor of Bank in any such court, as of any term, for the Principal Debtor’s Liabilities to Bank,together with costs of suit and an attorney’s commission of ten percent (10%) for collection, withrelease of all errors. The Undersigned hereby waives any right to stay of execution and extensionupon any levy on real estate pursuant to any judgment so entered and also hereby expressly waivesthe exemption of all property from levy and sale on any execution thereon and also any exemptionlaws now in force or which may hereafter be enacted by any State or Nation insofar as suchexemption laws may be waived. Notwithstanding the amount of attorney’s commission included in anyjudgment entered by confession, Bank agrees not to collect or recover more than its actual andreasonable attorney’s fee and costs.**9. Limitation of Liability of Surety. Notwithstanding anything to the contrarycontained in this Surety or any other document executed in connection with Principal Debtor’sLiabilities to Bank, the liability of Surety hereunder shall not at any time exceed, and Bankagrees that it will not seek personal recourse against Surety for the collection of any obligationsguaranteed hereby in excess of the outstanding unpaid amount of the Principal Debtor’s Liabilitiesto Bank after giving effect to any payments or credits to which Principal Debtor may be entitled bylaw, upon any sale of the property or otherwise, it being the intention hereof that neither (i)payment of any portion of the Principal Debtor’s Liabilities to Bank, whether by voluntaryprepayment, required amortization or otherwise, nor (ii) satisfaction or discharge of any portionof the Principal Debtor’s Liabilities to Bank, whether by foreclosure, delivery of a deed in lieuof foreclosure, sale of the property or otherwise, shall be deemed to discharge all or any portionof Surety’s liability hereunder, except to the extent, if any, that the outstanding amount of theobligations guaranteed hereby remaining unpaid after giving effect to any such payment,satisfaction or discharge, shall be less than the maximum recourse amount. The foregoinglimitation shall not limit Surety’s liability for any other sums due under this Surety, including,without limitation, interest, costs and expenses.10. **NOTICE****: THIS SURETYSHIP CONTAINS, AT PARAGRAPH 8, A WARRANT OF ATTORNEY TOCONFESS JUDGMENT AGAINST THE SURETY. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENTAGAINST THE SURETY, THE SURETY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, AND ON THE ADVICEOF SEPARATE COUNSEL OF THE SURETY, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE SURETY HAS OR MAYHAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OFTHE UNITED STATES, THE COMMONWEALTH OF PENNSYLVANIA, OR OF ANY OTHER STATE.**
 
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IN WITNESS WHEREOF, the Undersigned, intending to be legally bound hereby and intending thisto be a sealed instrument, has duly executed this Surety under seal this 13th day ofAugust, 2010.               UNILIFE CORPORATION         Attest: /s/ J. Christopher Naftzger   By: /s/ Richard Wieland           Name: J. Christopher Naftzger     Name: R. Richard Wieland  Title:   Secretary     Title:   Executive VP and CFO(CORPORATE SEAL)
 
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