EX-10.47



 Exhibit 10.47 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2015 (the
“Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MIRAGEN THERAPEUTICS, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank
shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 

1.        ACCOUNTING AND OTHER TERMS 

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be
made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided
by the Code to the extent such terms are defined therein. 
 2.        LOAN
AND TERMS OF PAYMENT 
 2.1      Promise to Pay. Borrower hereby
unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement. 

2.1.1    Term Loan. 

(a)        Availability. Bank shall make a growth capital term loan (the
“Term Loan”), available to Borrower, funded in two (2) tranches, as follows: (i) subject to the satisfaction of the terms and conditions of this Agreement, Tranche A shall be available on the Effective Date, and shall be in amount
equal to Five Million Dollars ($5,000,000); and (ii) subject to the occurrence of the Availability Trigger, and subject further to the satisfaction of the terms and conditions of this Agreement, Tranche B shall be available during the Draw Period,
and shall be in an amount up to Five Million Dollars ($5,000,000). In no event shall the aggregate principal amount of the Term Loan exceed Ten Million Dollars ($10,000,000). The Bank’s obligation to fund Tranche B terminates on the
expiration of the Draw Period. 
 (b)        Repayment. Commencing on
the first day of the month following the month in which a Funding Date occurs, and thereafter on the first day of each successive calendar month until the Term Loan is paid in full, Borrower shall make monthly payments of interest with respect to
the Term Loan. Commencing on the Tranche A Amortization Date, and on the first day of each month thereafter, Borrower shall repay the principal amount of Tranche A in thirty (30) equal monthly installments of principal, based on a thirty (30)
month amortization schedule. Commencing on the Tranche B Amortization Date, and on the first day of each month thereafter, Borrower shall repay the principal amount of Tranche B in equal monthly installments, on an amortization schedule based
on the number of months remaining until the Term Loan Maturity Date (each payment of interest and/or payment of principal on Tranche A and/or Tranche B being a “Term Loan Payment”). Borrower’s final Term Loan Payment, due
on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan. Once repaid, the Term Loan may not be reborrowed. 

(c)        Mandatory Prepayment; Acceleration. In the event Borrower has
not received IND Acceptance on or before December 31, 2015, Borrower shall, on or before January 15, 2016, pay to Bank an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Mandatory Prepayment”), to be
applied to reduce the outstanding principal balance of the Term Loan, which amount shall be applied to the remaining Term Loan Payments in inverse order of maturity. Such Mandatory Prepayment will not be subject to the payment of the Prepayment
Premium. In addition, if the Term Loan is accelerated following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of: (i) all outstanding principal and accrued
but unpaid interest, plus (ii) the applicable Prepayment Premium, plus (iii) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts 

 







 (d)        Optional
Prepayment. Borrower shall have the option to prepay all or any portion of the Term Loan, provided Borrower (i) provides written notice to Bank of its election to prepay the Term Loan at least three (3) days prior to such prepayment (which
notice shall be irrevocable), and (ii) pays, on the date of such prepayment, (A) the applicable outstanding principal under the Term Loan being prepaid plus accrued interest thereon, (B) the applicable Prepayment Premium, and (C) all other sums, if
any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts. Notwithstanding any such prepayment, Bank’s lien and security interest in the Collateral shall continue until
Borrower fully satisfies the Obligations (other than inchoate indemnity obligations). Principal prepayments under this Section 2.1.1(d) shall be applied to the remaining Term Loan Payments in inverse order of maturity and shall be in a minimum
amount of One Million Dollars ($1,000,000) and Five Hundred Thousand Dollar ($500,000) increments in excess thereof (or, if less, the then-remaining outstanding principal balance of the Term Loan). 

2.2        Payment of Interest on the Credit Extensions.

(a)        Interest Rate - Term Loan. Subject to Section 2.2(b), the
principal amount outstanding under the Term Loan shall accrue interest at a floating per annum rate equal to Prime Rate minus one-quarter of one percent (0.25%), which interest shall be payable monthly. 

(b)        Default Rate. Immediately upon the occurrence and during the
continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which
are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the
Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.2(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit
any rights or remedies of Bank. 
 (c)        Adjustment to Interest
Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change. 

(d)        Payment; Interest Computation. Interest is payable monthly on
the first calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 noon Pacific time on any day shall be deemed
received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the
same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

2.3        Fees. Borrower shall pay to Bank: 

(a)        Final Payment Fee. A fully earned, non-refundable final payment fee, payable on the earlier to occur of (i) the Term Loan Maturity Date; or (ii) repayment in full of all outstanding principal and interest on the Term Loan, in an amount equal to five
and one-half percent (5.50%) of the principal amount of the Term Loan actually funded by Bank; provided that no final payment fee shall be required in connection with any Mandatory Prepayment made pursuant to Section 2.1.1(c); and 

(b)        Bank Expenses. All Bank Expenses (including reasonable
attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank). 

(c)        Fees Fully Earned. Unless otherwise provided in this Agreement
or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of
Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.3 pursuant to the terms of Section 2.4(c). Bank shall provide Borrower prompt written notice of
deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.3. 

  
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 2.4        Payments; Application of
Payments; Debit of Accounts. 
 (a)        All payments to be made by Borrower
under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 noon Pacific time on the date when due. Payments of principal and/or interest received after 12:00 noon Pacific time
are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall
continue to accrue until paid.
 (b)        Except as specifically provided in
Section 2.1.1, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate
or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. 

(c)        Bank may debit any of Borrower’s deposit accounts, including the
Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

3.        CONDITIONS OF LOANS 

3.1        Conditions Precedent to Initial Credit
Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as
Bank may reasonably deem necessary or appropriate, including, without limitation:

(a)        duly executed signatures to the Loan Documents; 

(b)        duly executed signatures to the Warrant; 

(c)        duly executed signatures to the Control Agreements; 

(d)        the Operating Documents and long-form good standing certificates of
Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30)
days prior to the Effective Date; 
 (e)        the Subordination Agreement by each
holder of Borrower’s unsecured convertible promissory notes, in favor of Bank, together with the duly executed signatures thereto; 

(f)        duly executed signatures to the completed Borrowing Resolutions for
Borrower; 
 (g)        certified copies, dated as of a recent date, of financing
statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the
initial Credit Extension, will be terminated or released; 
 (h)        the
Perfection Certificate of Borrower, together with the duly executed signature thereto; 

(i)        a landlord’s consent in favor of Bank for 6200 Lookout Road, #100,
Boulder, Colorado 80301, by the landlord thereof, together with the duly executed original signatures thereto; 

(j)        [reserved]; 

(k)        [reserved]; 

  
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 (l)        evidence satisfactory to Bank
that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 

(m)        completion of discussions between Bank and the significant investors of
Borrower, to Bank’s satisfaction; and 
 (n)        payment of the fees and
Bank Expenses then due as specified in Section 2.3 hereof. 

3.2        Conditions Precedent to all Credit
Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: 

(a)        timely receipt of an executed Payment/Advance Form;

(b)        the representations and warranties in this Agreement shall be true,
accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations
and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

 (c)        Bank determines to its reasonable good faith satisfaction that there
has not been a Material Adverse Change. 
 3.3        Covenant to
Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by
Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion. 

3.4        Procedures for Borrowing.

(a)        Term Loan. Subject to the prior satisfaction of all other
applicable conditions to the making of the Term Loan set forth in this Agreement, Borrower shall deliver to Bank by electronic mail or facsimile a Payment/Advance Form and the request for the Term Loan. 

4.        CREATION OF SECURITY INTEREST 

4.1        Grant of Security Interest. Borrower hereby grants Bank,
to secure the payment and performance in full of all of the Obligations (other than inchoate indemnity obligations), a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof.
 Borrower acknowledges that it previously has entered, and/or may in the
future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent
of Borrower and Bank to have all such Obligations (other than inchoate indemnity obligations), secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior
priority to Bank’s Lien in this Agreement). 

  
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 If this Agreement is terminated, Bank’s Lien in the Collateral shall
continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to
make Credit Extensions has terminated, Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower, and Bank shall promptly execute and deliver to Borrower executed
agreements evidencing repayment of the Obligations, the termination of the Loan Documents, and termination of the security interests and liens granted to Bank under the Loan Documents. In the event (x) all Obligations (other than inchoate indemnity
obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business
judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at
least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all
interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 

4.2        Priority of Security Interest. Borrower represents,
warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the terms of
this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant
to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 

4.3        Authorization to File Financing Statements. Borrower
hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder.

5.        REPRESENTATIONS AND WARRANTIES 

Borrower represents and warrants as follows: 

5.1        Due Organization, Authorization; Power and
Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of
its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement,
Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s
organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s
mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational
number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to
time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one,
Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. 

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized,
and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or


  
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violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or
assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in
full force and effect and filings to perfect Liens in favor of Bank) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is
bound or for which Borrower has obtained applicable consents. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on
Borrower’s business. 
 5.2        Collateral. Borrower has
good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any
bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to
give Bank a perfected security interest therein, pursuant to the term of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the
Perfection Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral (other than movable items such as laptop computers), shall be maintained at locations other than as provided in the Perfection Certificate
or as permitted pursuant to Section 7.2.
 All Inventory is in all material respects of good and marketable quality, free
from material defects.
 Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for
(a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the
Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is
material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third
party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. 

5.3        Litigation. There are no actions or proceedings pending
or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, One Hundred Thousand Dollars ($100,000). 

5.4        Financial Statements; Financial Condition. All
consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the
dates and for the periods presented. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

5.5        Solvency. The fair salable value of Borrower’s
consolidated assets (including goodwill minus disposition costs) exceeds the fair value of Borrower’s current liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to
pay its debts (including trade debts) as they mature. 

5.6        Regulatory Compliance. Borrower is not an
“investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as 

  
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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 (a) has complied in all material
respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its
Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than
legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their
respective businesses as currently conducted, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. 

5.7        Subsidiaries; Investments. Borrower does not own any
stock, partnership, or other ownership interest or other equity securities except for Permitted Investments. 

5.8        Tax Returns and Payments; Pension
Contributions. Borrower has timely filed all required tax returns and reports, or extensions therefor, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except
(a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000).

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the
commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other
than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Ten Thousand
Dollars ($10,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted
partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty
Corporation or its successors or any other governmental agency. 

5.9        Use of Proceeds. Borrower shall use the proceeds of the
Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes. 

5.10        Full Disclosure. No written representation, warranty or
other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank,
contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided
by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 

5.11        Definition of “Knowledge.” For
purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual
knowledge, after reasonable investigation, of any Responsible Officer. 

6.        AFFIRMATIVE COVENANTS 

Borrower shall do all of the following: 

  
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 6.1        Government
Compliance.
 (a)        Maintain its and all its Subsidiaries’ legal
existence and good standing in their respective jurisdictions of formation and maintain qualification in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s
business or operations. Borrower shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject. 

(b)        Obtain all of the Governmental Approvals necessary for the performance by
Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in the Collateral. Upon Bank’s request, Borrower shall provide copies of any material Governmental Approvals obtained
by Borrower to Bank. 
 6.2        Financial Statements, Reports,
Certificates. Provide Bank with the following: 
 (a)        Clinical
and Regulatory Updates. Within thirty (30) days after the last day of each quarter, clinical status and regulatory updates, in each case in form and substance reasonably acceptable to Bank, in its reasonable discretion; 

(b)        Monthly Financial Statements. As soon as available, but no
later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such month certified by a
Responsible Officer and in a form reasonably acceptable to Bank (the “Monthly Financial Statements”); 

(c)        Monthly Compliance Certificate. Within thirty (30) days after
the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the
terms and conditions of this Agreement, and setting forth such other information as Bank may reasonably request; 

(d)        Annual Operating Budget. Within forty-five (45) days after the
end of each fiscal year of Borrower, and as amended and/or updated, annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the then current fiscal year of Borrower as approved by
Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual operating budgets; 

(e)        Annual Audited Financial Statements. As soon as available, but
no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from
an independent certified public accounting firm reasonably acceptable to Bank; 

(f)        Other Statements. Within five (5) days of delivery, copies of
all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 

(g)        SEC Filings. In the event that Borrower becomes subject to the
reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the
functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (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 posts such documents, or provides a link thereto, on Borrower’s website on the Internet at
Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; 

(h)        Legal Action Notice. A prompt report of any legal actions
pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and 


  
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 (i)        Other Financial
Information. Other financial information reasonably requested by Bank. 

6.3        Inventory; Returns. Keep all material Inventory in good
and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank
of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000). 

6.4        Taxes; Pensions. Timely file, and require each of its
Subsidiaries to timely file, all required tax returns and reports and, other than nonpayment and extensions permitted pursuant to Section 5.8, timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Bank, on demand, appropriate
certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. 

6.5        Insurance.

(a)        Keep its business and the Collateral insured for risks and in amounts
standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in
amounts that are reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as an additional lender loss payee. All liability policies shall show, or have endorsements showing,
Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral. 

(b)        Ensure that proceeds payable under any property policy are, at Bank’s
option, payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two
Hundred Thousand Dollars ($200,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property
(i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an
Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. 

(c)        At Bank’s request, Borrower shall deliver certified copies of
insurance policies and evidence of all premium payments. Each provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank,
that it will give Bank twenty (20) days prior written notice before any such policy or policies shall be materially altered or canceled (ten (10) days prior written notice for cancellations due to non-payment of premiums). If Borrower
fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this
Section 6.5, and take any action under the policies Bank deems prudent. 

6.6        Operating Accounts. 

(a)        Maintain its and its Subsidiaries’ operating and other deposit
accounts and securities accounts with Bank and Bank’s Affiliates, which accounts shall represent at least eighty five percent (85%) of the dollar value of Borrower’s and such Subsidiaries accounts at all financial institutions.

(b)        Provide Bank five (5) days prior-written notice before establishing any
Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other
than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral


  
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Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not
apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. 

6.7        Protection of Intellectual Property Rights.

(a)        (i) Protect, defend and maintain the validity and enforceability of its
material Intellectual Property, as determined in the reasonable discretion of the Borrower’s board of directors and/or officers; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected
to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written
consent.
 (b)        Provide written notice to Bank within ten (10) days of
entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose
consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted
License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement
and the other Loan Documents. 
 6.8        Litigation
Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the
extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower. 

6.9        Access to Collateral; Books and Records. Allow Bank, or
its agents, at reasonable times during Borrower’s business hours, on five (5) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy
Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such
inspections and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus
reasonable out-of-pocket expenses. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without
limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. 

6.10        Formation or Acquisition of
Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the
Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control
Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets constituting Collateral of such newly formed or acquired
Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank;
provided, that with respect to any Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the
guaranty of the Obligations of the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign
Subsidiary, would reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units


  
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or other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent required
by Bank, one or more opinions of counsel reasonably satisfactory to Bank, which in its good faith business discretion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document,
agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document. 

6.11        Further Assurances. Execute any further instruments and
take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. At Bank’s request, deliver to Bank copies of all material correspondence, reports,
documents and other filings with any Governmental Authority regarding compliance with or maintenance of material Governmental Approvals or Requirements of Law or that would reasonably be expected to have a material effect on any of the material
Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. 

6.12        Post-closing Matters. On or before the date that is
sixty (60) days after the Effective Date (or such later date as Bank shall determine, in its sole discretion), Borrower shall provide Bank evidence satisfactory to Bank, in its reasonable discretion, that Borrower has caused each of its issued
convertible promissory notes to be amended to affix thereto a legend stating that each such convertible promissory note is subject to the terms of a Subordination Agreement in favor of Bank. 

7.        NEGATIVE COVENANTS 

Borrower shall not do any of the following without Bank’s prior written consent: 

7.1        Dispositions. Convey, sell, lease, transfer, assign, or
otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out,
surplus or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d)
consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of
ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents and (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of
business and licenses that could not result in a legal transfer of title of the licensed property but 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.
 7.2        Changes in Business, Management,
Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b)
liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within five (5) Business Days after such Key Person’s departure from Borrower or (ii) enter into any
transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after
giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the
venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). 

Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business
locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the
aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate or otherwise disclosed to Bank from time to time, (2) change its jurisdiction
of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the
Collateral valued, individually or in the aggregate, in excess of Fifty Thousand 

  
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Dollars ($50,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the
Collateral, then Borrower will first receive the written consent of Bank, and, if reasonably required by Bank, in its sole discretion, Borrower shall use commercially reasonable efforts to cause such bailee shall execute and deliver a bailee
agreement in form and substance reasonably satisfactory to Bank. 

7.3        Mergers or Acquisitions. Merge or consolidate, or permit
any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the
formation of any Subsidiary). A Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

7.4        Indebtedness. Create, incur, assume, or be liable for
any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness. 

7.5        Encumbrance. Create, incur, allow, or suffer any Lien on
any of its property (except for Permitted Liens), or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to
the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has
the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise
permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein. 

7.6        Maintenance of Collateral Accounts. Maintain any Collateral
Account except pursuant to the terms of Section 6.6(b) hereof. 

7.7        Distributions; Investments. (a) Pay any dividends or
make any distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities
or otherwise in exchange thereof, including the payment of cash in lieu of fractional shares in connection therewith, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or
consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases
does not exceed One Hundred Thousand Dollars ($100,000) per fiscal year or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its
Subsidiaries to do so. 
 7.8        Transactions with Affiliates.
Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no
less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person and (ii) additional equity investments by Affiliates in Borrower, to the extent not prohibited in Section 7.2. 

7.9        Subordinated Debt. (a) Make or permit any payment on any
Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase
the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

7.10        Compliance. 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 U of the
Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction, as defined in
ERISA, from occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on


  
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Borrower’s business; or violate any other law or regulation, including, without limitation, any regulation promulgated by the FDA, if the violation could reasonably be expected to have a
material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other
event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency. 
 8.        EVENTS OF
DEFAULT 
 Any one of the following shall constitute an event of default (an “Event of Default”)
under this Agreement: 
 8.1        Payment Default. Borrower
fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period
shall not apply to payments due on the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the
cure period); 
 8.2        Covenant Default.

(a)        Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4,
6.5, 6.6, 6.7(b), 6.10 or violates any covenant in Section 7; or 

(b)        Borrower fails or neglects to perform, keep, or observe any other term,
provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured,
has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be
cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within
such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply, among other things,
to financial covenants or any other covenants set forth in clause (a) above; 

8.3        Material Adverse Change. A Material Adverse Change occurs.

 8.4        Attachment; Levy; Restraint on Business.

(a)         (i) The service of process seeking to attach, by trustee or similar
process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i)
and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 

(b)         (i) any material portion of Borrower’s assets is attached, seized,
levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 

8.5        Insolvency. (a) Borrower or any of its Subsidiaries is
unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of
its Subsidiaries and is not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 

  
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 8.6        Other
Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any
Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any breach or default by Borrower, the result of which could have a material adverse effect on Borrower’s
business; provided, however, that the Event of Default under this Section 8.6 caused by the occurrence of a breach or default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank receiving
written notice from the party asserting such breach or default of such cure or waiver of the breach or default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Bank has not declared an Event of
Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any
such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith business judgment of Bank be materially less advantageous to Borrower; 

8.7        Judgments; Penalties. One or more fines, penalties or
final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered by independent third-party insurance as to which liability has been accepted
by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof,
stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty,
judgment, order or decree); 

8.8        Misrepresentations. Borrower or any Person acting for
Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty,
or other statement is incorrect in any material respect when made; 

8.9        Subordinated Debt. Any document, instrument, or
agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or
deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement or any Subordination Agreement; 

8.10        Governmental Approvals. Any material Governmental
Approval shall have been (a) revoked, rescinded, suspended, modified in a materially adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing
with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission,
suspension, modification or non-renewal (i) cause, or would reasonably be expected to cause, a Material Adverse Change to Borrower’s business (taken as a whole), or (ii) materially and adversely affects the legal qualifications of Borrower
or any of its Subsidiaries to hold such Governmental Approval in any material applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal would reasonably be expected to materially and adversely affect the status
of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any jurisdiction material to Borrower’s business (taken as a whole), in each case, except where such failure to hold such Governmental
Approval would not reasonably be expected to have a material adverse effect of Borrower’s business. 

8.11        Withdrawals, Recalls, Adverse Test Results and Other
Matters. In addition to the Events of Default described in Section 8.10, (a) the institution of any proceeding by the FDA or similar Governmental Authority to order the withdrawal of any product or product category from the market or to
enjoin Borrower or any representative of Borrower from manufacturing, marketing, selling or distributing any product or product category, which institution of proceeding has, or would reasonably be expected to have, a material adverse effect of
Borrower’s business, (b) the institution of any action or proceeding by the FDA or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Governmental Approval held by Borrower or any representative of
Borrower, which action, in each case, has, or would reasonably be expected to have, a material adverse effect of Borrower’s business, (c) the commencement of any enforcement action against Borrower by the


  
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FDA or any other Governmental Authority, which commencement of action has, or would reasonably be expected to have, a material adverse effect of Borrower’s business, (d) the recall of any
products from the market, the voluntary withdrawal of any products from the market, or actions to discontinue the sale of any products, which recall, withdrawal or action has, or would reasonably be expected to have, a material adverse effect of
Borrower’s business, or (e) the occurrence of adverse test results in connection with a product which would reasonably be expected to have a material adverse effect of Borrower’s business. 

9.        BANK’S RIGHTS AND REMEDIES 

9.1        Rights and Remedies. Upon the occurrence and during the
continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following: 

(a)        declare all Obligations immediately due and payable (but if an Event of
Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 

(b)        stop advancing money or extending credit for Borrower’s benefit under
this Agreement or under any other agreement between Borrower and Bank; 

(c)        demand that Borrower (i) deposit cash with Bank in an amount equal to at
least 105% (110% for Letters of Credit denominated in a Currency other than Dollars) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in
connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and
Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 

(d)        terminate any foreign exchange forward contracts; 

(e)        verify the amount of, demand payment of and performance under, and collect
any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest
in such funds; 
 (f)        make any payments and do any acts it considers
necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the
Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank
a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies; 

(g)        apply to the Obligations any (i) balances and deposits of Borrower it
holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower; 

(h)        ship, reclaim, recover, store, finish, maintain, repair, prepare for sale,
advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets,
trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under
this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 

(i)        place a “hold” on any account maintained with Bank and/or
deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(j)        demand and receive possession of Borrower’s Books; and 

  
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 (k)        exercise all rights and
remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

9.2        Power of Attorney. Borrower hereby irrevocably appoints
Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any
invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and
adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Bank is
under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations
(other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 

9.3        Protective Payments. If Borrower fails to obtain the
insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may
obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will
make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or
Bank’s waiver of any Event of Default. 
 9.4        Application of
Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as
the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto;
Borrower shall remain liable to Bank for any deficiency. If an Event of Default has occurred and is continuing, and Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of
Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 

9.5        Bank’s Liability for Collateral. So long as Bank
complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

9.6        No Waiver; Remedies Cumulative. Bank’s failure, at
any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or
therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement
and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any
other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or
acquiescence.

  
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 9.7        Demand
Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments,
chattel paper, and guarantees held by Bank on which Borrower is liable. 

10.        NOTICES 

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan
Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return
receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered,
if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or
facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 
  

			
	 If to Borrower:
	 	 MIRAGEN THERAPEUTICS, INC.

		 	 6200 Lookout Road, #100

		 	 Boulder, Colorado 80301

		 	 Attn: Jason Leverone, Chief Financial Officer

		 	 Fax: (303) 531-5094

		 	 Email: jleverone@miragenrx.com

		
	 If to Bank:
	 	
		
		 	 Silicon Valley Bank

		 	 1550 Utica Avenue South, Suite 700

		 	 St. Louis Park, MN 55416

		 	 Attn: Craig Fox

		 	 Fax: (952) 417-9330

		 	 Email: cfox@svb.com

		
	 with a copy to:
	 	 Riemer & Braunstein LLP

		 	 Three Center Plaza

		 	 Boston, Massachusetts 02108

		 	 Attn:      Charles W. Stavros, Esquire

		 	 Fax:       (617) 880-3456

		 	 Email:   cstavros@riemerlaw.com



 11.        CHOICE OF LAW, VENUE, JURY
TRIAL WAIVER AND JUDICIAL REFERENCE 
 Except as otherwise expressly provided in any of the Loan Documents,
California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in California; provided, however, that nothing
in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court
order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal
jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other
process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this Agreement and that service
so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

  
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 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH
WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A
MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the
above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected
by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure § 638 (or pursuant to comparable provisions of federal law if
the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted
pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation,
entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently
sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County,
California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be
entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and
orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of
law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against
collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 

This Section 11 shall survive the termination of this Agreement. 

12.        GENERAL PROVISIONS 

12.1        Successors and Assigns. This Agreement binds and is for
the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s
discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this
Agreement and the other Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms thereof). 

12.2        Indemnification. Borrower agrees to indemnify, defend
and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and
liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered,
incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses or
expenses (including Bank expenses) directly caused by such Indemnified Person’s gross negligence or willful misconduct. This Section 12.2 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which
indemnity is given shall have run. 

  
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 12.3        Time of
Essence. Time is of the essence for the performance of all Obligations in this Agreement. 

12.4        Severability of Provisions. Each provision of this
Agreement is severable from every other provision in determining the enforceability of any provision. 

12.5        Correction of Loan Documents. Bank may correct patent
errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such
correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower. 

12.6        Amendments in Writing; Waiver; Integration. No
purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by
the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as,
or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other
circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or
agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 

12.7        Counterparts. This Agreement may be executed in any
number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 

12.8        Confidentiality. In handling any confidential
information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with
Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain any prospective
transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s
examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with
terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain
(other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

 Bank Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and
for any other uses not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination of this Agreement. 

12.9        [Reserved]. 

12.10        Attorneys’ Fees, Costs and Expenses. In any
action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other
relief to which it may be entitled. 
 12.11        Electronic Execution
of Documents. The words “execution,” “signed,” “signature” and words of like import in any Loan Document 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 and enforceability as a manually executed 

  
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signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the
Uniform Electronic Transactions Act. 

12.12        Captions. The headings used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement. 

12.13        Construction of Agreement. The parties mutually
acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

 12.14        Relationship. The relationship of the parties to
this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties
to an arm’s-length contract. 
 12.15        Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective
permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any
party to this Agreement. 
 13.        DEFINITIONS 

13.1        Definitions. As used in the Loan Documents, the word
“shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural. As used in this
Agreement, the following capitalized terms have the following meanings: 
 “Account” is any
“account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. 

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Affiliate” is, with respect to any Person, each other Person that owns or
controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited
liability company, that Person’s managers and members. 
 “Agreement” is defined in the preamble
hereof. 
 “Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is
authorized to execute the Loan Documents, including any Payment/Advance Form, on behalf of Borrower. 

“Availability Trigger” is, at any time after the Effective Date, the date on which (i) Borrower provides Bank
evidence reasonably satisfactory to Bank that Borrower has achieved mechanistic proof of concept for Borrower’s MRG-106 Phase I clinical trial; and (ii) Bank receives a satisfactory update from Borrower’s investors, in form and substance
reasonably acceptable to Bank. 
 “Bank” is defined in the preamble hereof. 

“Bank Entities” is defined in Section 12.8. 

“Bank Expenses” are all reasonable audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise
incurred with respect to Borrower. 

  
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 “Bank Services” are any products, credit services, and/or
financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation,
merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements
related thereto (each, a “Bank Services Agreement”). 
 “Borrower” is defined in the
preamble hereof. 
 “Borrower’s Books” are all Borrower’s books and records including ledgers,
federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

“Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s
board of directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated
thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party,
(b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such
Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Payment/Advance Form, on behalf of such Person, together with a sample of the true signature(s) of such
Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. 

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed. 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the
United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either
Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the
assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Claims” is defined in Section 12.3. 

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the
State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term
contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s
Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on
Exhibit A. 
 “Collateral Account” is any Deposit Account, Securities Account, or
Commodity Account. 
 “Commodity Account” is any “commodity account” as defined in the Code with
such additions to such term as may hereafter be made. 
 “Compliance Certificate” is that certain
certificate in the form attached hereto as Exhibit B. 

  
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 “Contingent Obligation” is, for any Person, any direct or
indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all
obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or
commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the
Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support
arrangement. 
 “Control Agreement” is any control agreement entered into among the depository institution
at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the
meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade
secret. 
 “Credit Extension” is any Letter of Credit, Term Loan, foreign exchange forward contract, amount
utilized for cash management services, or any other extension of credit by Bank for Borrower’s benefit. 

“Currency” is coined money and such other banknotes or other paper money as are authorized by law and
circulate as a medium of exchange. 
 “Default Rate” is defined in Section 2.2(b). 

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term
as may hereafter be made. 
 “Designated Deposit Account” is account number _____________, maintained by
Borrower with Bank. 
 “Dollars,” “dollars” or use of the sign “$”
means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States. 

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the
Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “Domestic Subsidiary” means
a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia. 

“Draw Period” is the period of time commencing on the date the Availability Trigger occurs through the
earlier to occur of (a) December 31, 2016 or (b) an Event of Default. 
 “Effective Date” is
defined in the preamble hereof. 
 “Equipment” is all “equipment” as defined in the Code with
such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

  
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 “ERISA” is the Employee Retirement Income Security Act of 1974,
and its regulations. 
 “Event of Default” is defined in Section 8. 

“Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“FDA” is the United States Food and Drug Administration. 

“Foreign Currency” means lawful money of a country other than the United States. 

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall
be a Business Day. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. 

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the date
hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to
purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption
insurance), payments of insurance and rights to payment of any kind. 
 “Governmental Approval” is any
consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization. 
 “IND Acceptance” is any investigational new drug application filed by
Borrower and accepted or deemed to be accepted by the FDA or the CTA (Canada) for at least one of Borrower’s applications with the FDA or the CTA (Canada). 

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as
reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations. 

“Indemnified Person” is defined in Section 12.2. 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code,
or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 

“Intellectual Property” means, with respect to any Person, means all of such Person’s right, title, and
interest in and to the following: 
 (a)        its Copyrights, Trademarks and
Patents; 

  
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 (b)        any and all trade secrets and
trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals; 

(c)        any and all source code; 

(d)        any and all design rights which may be available to such Person; 

(e)        any and all claims for damages by way of past, present and future
infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

(f)        all amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents. 
 “Inventory” is all “inventory” as defined in the Code in effect on the
date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without
limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or
other securities), and any loan, advance or capital contribution to any Person. 
 “Key Person” is each of
Borrower’s (a) Chief Executive Officer, who is William S. Marshall as of the Effective Date and (b) Chief Financial Officer, who is Jason A. Leverone as of the Effective Date.

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based
upon an application, guarantee, indemnity, or similar agreement. 
 “Lien” is a claim, mortgage, deed of
trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and
any other documents related to this Agreement, the Warrant, the Perfection Certificate, any subordination agreement, any note, or notes or guaranties executed by Borrower or any guarantor, and any other present or future agreement by Borrower with
or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified. 

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in
the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the
Obligations.
 “Monthly Financial Statements” is defined in Section 6.2(b). 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank
Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents (other than the Warrant), including, without limitation, all obligations relating to letters of credit (including reimbursement
obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of
Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents (other than the Warrant). 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the
Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier 

  
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than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited
liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto. 

“Patents” means all patents, patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“Payment/Advance Form” is that certain form attached hereto as Exhibit C. 

“Perfection Certificate” is defined in Section 5.1. 

“Permitted Indebtedness” is: 

(a)        Borrower’s Indebtedness to Bank under this Agreement and the other
Loan Documents; 
 (b)        Indebtedness existing on the Effective Date and shown
on the Perfection Certificate; 
 (c)        Subordinated Debt; 

(d)        unsecured Indebtedness to trade creditors incurred in the ordinary course
of business; 
 (e)        Indebtedness incurred as a result of endorsing
negotiable instruments received in the ordinary course of business; 

(f)        Indebtedness secured by Liens permitted under clauses (a) and (c) of the
definition of “Permitted Liens” hereunder; 
 (g)        other unsecured
Indebtedness of Borrower not otherwise enumerated herein not to exceed Five Thousand Dollars ($5,000) in the aggregate outstanding at any time; and 

(h)        extensions, refinancings, modifications, amendments and restatements of
any items of Permitted Indebtedness (a) through (g) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case
may be. 
 “Permitted Investments” are: 

(a)        Investments (including, without limitation, Subsidiaries) existing on the
Effective Date and shown on the Perfection Certificate; 
 (b)        Investments
consisting of Cash Equivalents; 
 (c)        consisting of the endorsement of
negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower; 

(d)        Investments consisting of deposit accounts or securities accounts in which
Bank has a perfected security interest except as otherwise provided in Section 6.6(b); 

(e)        Investments accepted in connection with Transfers permitted by Section
7.1; 
 (f)        (i) Investments of Subsidiaries in or to other Subsidiaries or
Borrower; and (ii) Investments by Borrower in Subsidiaries for the payment of operating expenses of such Subsidiaries in the ordinary course of business (including, without limitation, the UK Subsidiary), not to exceed Fifty Thousand Dollars
($50,000) in the aggregate in any fiscal year for all such Investments in Subsidiaries; 

  
 -25- 








 (g)        Investments consisting of (i)
travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; 

(h)        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 business; 

(i)        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 paragraph (j) shall not apply to Investments of Borrower in any Subsidiary; 

(j)        repurchases of stock permitted by Section 7.7; and 

(k)        other Investments of Borrower not otherwise enumerated herein not to
exceed Five Thousand Dollars ($5,000) in any fiscal year. 
 “Permitted Liens” are: 

(a)        Liens existing on the Effective Date and shown on the Perfection
Certificate or arising under this Agreement and the other Loan Documents; 

(b)        Liens for taxes, fees, assessments or other government charges or levies,
either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations adopted thereunder; 
 (c)        purchase
money Liens or capital leases securing no more than One Hundred Thousand Dollars ($100,000) (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment in the aggregate amount outstanding, or (ii) existing
on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; 

(a)        Liens of carriers, warehousemen, suppliers, or other Persons that are
possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000) and which are not delinquent or remain
payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(d)        Liens to secure payment of workers’ compensation, employment
insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

(e)        Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 

(f)        licenses of Intellectual Property permitted under Section 7.1 and
non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business; 

(g)        Liens arising from attachments or judgments, orders, or decrees in
circumstances not constituting an Event of Default under Sections 8.4 and 8.7; 

  
 -26- 








 (h)        Liens in favor of other
financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts
except as otherwise provided in Section 6.6(b); 
 (i)        leases or subleases
of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal
property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do
not prohibit granting Bank a security interest therein; and 
 (j)        Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (i); provided that any extension, renewal or replacement Lien must be limited to the property encumbered by the existing
Lien and the principal amount of the indebtedness may not increase. 
 “Person” is any individual, sole
proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

 “Prepayment Premium” shall be an additional fee payable to Bank in amount equal to: 

(a)         for a prepayment made on or prior to April 30, 2016 (the first (1st) anniversary of the Effective Date), three percent (3.0%) of the then outstanding principal amount of the Term Loan being prepaid as of the date immediately prior to such prepayment; 

(b)         for a prepayment made after April 30, 2016 (the first (1st) anniversary of the Effective Date), but on or prior to April 30, 2017 (the second (2nd) anniversary of the Effective Date), two percent (2.0%)
of the then outstanding principal amount of the Term Loan being prepaid as of the date immediately prior to such prepayment; and 

(c) for a prepayment made after April 30, 2017 (the second (2nd)
anniversary of the Effective Date), but prior to the Term Loan Maturity Date, one percent (1.0%) of the then outstanding principal amount of the Term Loan being prepaid as of the date immediately prior to such prepayment. 

Notwithstanding the foregoing, Bank agrees to waive the Prepayment Premium if the Obligations under this Agreement are
refinanced and re-documented with Bank or under another division of Bank (in its sole and exclusive discretion) prior to the Term Loan Maturity Date. 

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of
The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal,
becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced
Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors). 

“Registered Organization” is any “registered organization” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Regulatory Change” means, with respect to Bank, any
change on or after the date of this Agreement in United States federal, state, or foreign laws or regulations, including Regulation D, or the adoption or making on or after such date of any interpretations, directives, or requests applying to a
class of lenders including Bank, of or under any United States federal or state, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or
administration thereof. 

  
 -27- 








 “Requirement of Law” is as to any Person, the organizational or
governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject. 
 “Responsible Officer” is any of the
Chief Executive Officer, President, Chief Financial Officer and Accounting Manager of Borrower.
 “Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or
agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral. 

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous
Governmental Authority. 
 “Securities Account” is any “securities account” as defined in the
Code with such additions to such term as may hereafter be made. 
 “Subordinated Debt” is indebtedness
incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the
other creditor), on terms acceptable to Bank. 
 “Subsidiary” is, as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower. 

“Term Loan” is defined in Section 2.1.1(a). 

“Term Loan Maturity Date” is April 1, 2019 (48 months after the Effective Date). 

“Term Loan Payment” is defined in Section 2.1.1(b). 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register
and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Tranche A” is defined in Section 2.1.1. 

“Tranche A Amortization Date” is the first day of the month that is eighteen (18) months after the Effective
Date. 
 “Tranche B” is defined in Section 2.1.1. 

“Tranche B Amortization Date” is the later to occur of (i) the first day of the month following the Funding
Date of Tranche B or (ii) the Tranche A Amortization Date. 
 “Transfer” is defined in Section 7.1. 

“UK Subsidiary” means Borrower’s Subsidiary, miRagen Therapeutics Europe Limited, which is formed under
the laws of and registered in England and Wales. 

  
 -28- 








 “Warrant” is that certain Warrant to Purchase Stock dated as of
the Effective Date executed by Borrower in favor of Bank. 
 [Signature page follows.] 

  
 -29- 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the Effective Date. 
 BORROWER: 

MIRAGEN THERAPEUTICS, INC. 
 By
/s/ Jason A. Leverone 
 Name: Jason A. Leverone 

Title: CFO 
 BANK: 

SILICON VALLEY BANK 
 By /s/
Benjaman Johnson 
 Name: Benjaman Johnson 

Title: Managing Director 

  
 Signature Page to Loan
and Security Agreement 








 EXHIBIT A – COLLATERAL DESCRIPTION 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money,
leases, license agreements, franchise agreements, General Intangibles (except as excluded below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit
accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired,
wherever located; and 
 all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests
in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include: (a) more than 65% of the presently existing and hereafter
arising issued and outstanding shares of capital stock owned by Borrower of the UK Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; (b) any interest of Borrower as a lessee under an Equipment lease if
Borrower is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of
such prohibition, such interest shall immediately become Collateral without any action by Borrower or Bank; and (c) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of
Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are
proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and
such other property of Borrower that are proceeds of the Intellectual Property. 
 Pursuant to the terms of a certain
negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. 

  
 1 








 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

			
	 TO:       SILICON VALLEY BANK
	  	Date:
                                         
   
	 FROM: MIRAGEN THERAPEUTICS, INC.
	  	

 The undersigned authorized officer of miRagen Therapeutics, Inc. (“Borrower”)
certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted
below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a
specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed, or filed extensions for, all required tax returns and reports, and Borrower has timely
paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made
against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in
accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that
Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given
them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 

 

					
	 Reporting Covenants
	  	Required	  	Complies
	 	  	 	  	 
	 Monthly financial statements with Compliance Certificate
	  	 Monthly within 30
days
	  	Yes  No
	 Annual financial statement (CPA Reviewed) + CC
	  	 FYE within 120
days
	  	Yes  No
	 10-Q, 10-K and 8-K
	  	 Within 5 days after
filing with SEC
	  	Yes  No
	 Clinical Status and Regulatory Updates
	  	 Quarterly within 30
days
	  	Yes  No
	 Annual Operating Budget
	  	 FYE within 45 days, and
as
 updated/amended
	  	Yes  No

 Other Matters 

 

					
	 Have there been any material changes to the capitalization table of Borrower and to the Operating Documents of Borrower
or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.
	  	        Yes        	  	        No        

 The following are the exceptions with respect to the certification
above: (If no exceptions exist, state “No exceptions to note.”) 

	
	 
	 


  
 1 









	
	
	
	
	

  

							
	 MIRAGEN THERAPEUTICS, INC.
	  		    	 BANK USE ONLY
	  	
				
		  		    	 Received by:
                                         
             
	  	
	
By:                      
                                        
	  		    	AUTHORIZED SIGNER    	  	
	
Name:                      
                                   
	  		    	 Date:
                                         
                           
	  	
	
Title:                      
                                     
	  		    		  	
		  		    	 Verified:
                                         
                     
	  	
		  		    	AUTHORIZED SIGNER    	  	
		  		    	 Date:
                                         
                           
	  	
			
		  		    	 Compliance Status:
        Yes     No



  
 2 








 EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 
  

			
	 Fax To:     
	  	Date: _______________        

  

  LOAN
PAYMENT:            miRagen Therapeutics, Inc. 

  From Account
#________________________________                To Account #__________________________________________________ 

                     
       (Deposit Account
#)                                         
                                        (Loan Account
#) 
   Principal
$____________________________________                and/or Interest $________________________________________________ 

  Authorized
Signature:                                       
                                      Phone Number:
____________________________________________ 
   Print
Name/Title:                                       
                       
  


 

  LOAN ADVANCE: 

  Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing
wire. 
   From Account
#________________________________                To Account #__________________________________________________ 

                        
            (Loan Account
#)                                         
                                         
               (Deposit Account #) 
   Amount of Advance
$___________________________ 
 All Borrower’s representations and warranties in the Loan and Security Agreement are
true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: 

  Authorized
Signature:                                       
                                         
            Phone
Number:                                        
                             

  Print Name/Title:
                                         
                                  

 
  


 

			
	 OUTGOING WIRE REQUEST:

Complete only if all or a portion of funds from the loan advance above is to be wired.

Deadline for same day processing is noon, Pacific Time

 

	 Beneficiary Name: ________________________________
	  	         Amount of Wire: $
___________________________________________

	 Beneficiary Bank: ________________________________
	  	         Account Number:
____________________________________________

	 City and State: ___________________________________
	  	
	 Beneficiary Bank Transit (ABA) #: __________________
	  	 Beneficiary Bank Code (Swift, Sort, Chip, etc.): ___________________

		  	                 (For International
Wire Only)

	 Intermediary Bank: _______________________________
	  	 Transit (ABA) #: ____________________________________________

	 For Further Credit to:
______________________________________________________________________________________________________________

	 Special Instruction:
________________________________________________________________________________________________________________


 By signing below, I (we) acknowledge and agree that my (our) funds transfer
request shall be processed in accordance with and subject to the terms and 
 conditions set forth
in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). 
  

					
	 Authorized Signature: ___________________________
	  	 2nd Signature (if required):
_______________________________________

	 Print Name/Title: ______________________________
	  	 Print Name/Title: ______________________________________________

	 Telephone #:__________________________________
	  	 Telephone #:__________________________________________________


 

  
 1