Exhibit
10.14


 


[CERTAIN
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT
CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]


 


LOAN
AND SECURITY AGREEMENT


 


THIS
LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”)
dated as of July 29, 2021(the “Effective Date”) among OXFORD FINANCE LUXEMBOURG S.À R.L., a Luxembourg private
limited liability company (société à responsabilité limitée) with registered office at [***]
and registered with the Luxembourg commercial register under number B243395, acting in respect of its Compartment 4 (“Oxford”),
as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise
a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the
“Lenders”), and 4D PHARMA PLC, a public limited company incorporated in England and Wales with company number 08840579
and with offices located at [***] (“Parent”), 4D PHARMA RESEARCH LIMITED, a private limited company incorporated
in Scotland with offices located at [***] (“Scottish Sub”), 4D PHARMA CORK LIMITED, private company limited
by shares, incorporated and existing under the laws of the Republic of Ireland with registered number 574753, with an address at [***]
(“Irish Sub”) and 4D PHARMA DELAWARE INC., a Delaware corporation with an address at [***] (“US
Sub”) (Parent, Scottish Sub, Irish Sub and US Sub, individually and collectively, jointly and severally, “Borrower”),
provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:


 


1.
ACCOUNTING AND OTHER TERMS


 


1.1 Accounting
terms not defined in this Agreement shall be construed in accordance with IFRS (except with respect to unaudited financial
statements for the absence of footnotes and subject to year-end audit adjustments), provided that if at any time any change in IFRS
would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Lenders
shall so request, Borrower and Lenders shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in IFRS; provided, further, that, until so amended, (a) such ratio or requirement shall
continue to be computed in accordance with IFRS prior to such change therein and (b) Borrower shall provide Lenders financial
statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such change in IFRS. Notwithstanding the
foregoing, any obligations of a Person that are or would have been treated as operating leases for purposes of IFRS prior to the
issuance by the International Accounting Standards Board of IFRS 16 shall continue to be accounted for as operating leases for
purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease
obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with IFRS 16 (on
a prospective or retroactive basis or otherwise) to be treated as capitalized lease (or finance lease) obligations in accordance
with IFRS. Calculations and determinations must be made in accordance with IFRS. 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. All references to
“Dollars” or “$” are United States Dollars, unless otherwise noted.


 


2.
LOANS AND TERMS OF PAYMENT


 


2.1
Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans
advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in
accordance with this Agreement.


 


2.2
Term Loans.


 


(a)
Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make
term loans to Borrower on the Effective Date in an aggregate amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00)
according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred
to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After repayment, no Term
A Loan may be re-borrowed.


 


***
Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.


 




    	 



     


    

 


(ii)
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to
make term loans to Borrower in an aggregate amount up to Seven Million Five Hundred Thousand Dollars ($7,500,000.00) according to each
Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly
as a “Term B Loan”, and collectively as the “Term B Loans”). After repayment, no Term B Loan may
be re-borrowed.


 


(iii)
Subject to the terms and conditions of this Agreement, the Lenders may, in their sole discretion, on or after the Effective Date and
prior to the Amortization Date and upon the request of Borrower, make term loans to Borrower in an aggregate amount up to Ten Million
Dollars ($10,000,000.00) and, when made, according to a commitment schedule to be provided by the Lenders prior to the Funding Date of
such term loans (such term loans are hereinafter referred to singly as a “Term C Loan”, and collectively as the “Term
C Loans”; each Term A Loan, Term B Loan and Term C Loan is hereinafter referred to singly as a “Term Loan” and
the Term A Loans, Term B Loans and Term C Loans are hereinafter referred to collectively as the “Term Loans”).


 


(b)
Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following
the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the
Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial
partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof.
Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal
monthly payments of principal, together with applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which
calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective
rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (i) thirty-five (35) months, if the I/O Extension
Event does not occur and (ii) twenty-three (23) months, if the I/O Extension Event occurs. All unpaid principal and accrued and unpaid
interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance
with Sections 2.2(c) and 2.2(d).


 


(c)
Mandatory Prepayments. If the Term Loans are accelerated following the occurrence and continuance of an Event of Default, Borrower
shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum
of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final
Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest
at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity
Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower
shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect
of the Term Loan(s).


 


(d)
Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced
by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the
Term Loans at least ten (10) Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable
to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term
Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all
other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past
due amounts.


 


2.3
Payment of Interest on the Credit Extensions.


 


(a)
Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a floating
per annum rate equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the applicable Term Loan and monthly thereafter,
which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term
Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such
Term Loan through and including the day on which such Term Loan is paid in full.


 




    	 	2	 



     


    

 


(b)
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest
at a floating per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default
Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(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
Collateral Agent.


 


(c)
360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year, and the actual number of days elapsed.


 


(d)
Debit of Accounts. Collateral Agent and each Lender may debit (or ACH) any deposit accounts, maintained by Borrower or any of
its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the
Lenders under the Loan Documents when due. Any such debits (or ACH activity) shall not constitute a set-off.


 


(e)
Payments. Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the
respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified
herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest
received after 12:00 noon Eastern 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 is due the next Business Day and additional fees or interest, as applicable, shall
continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of
principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim,
in lawful money of the United States and in immediately available funds.


 


2.4
Secured Promissory Notes. The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit
D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower
irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of
receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s
Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The
outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence
of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such
amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under
any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note
when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured
Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount
thereof and of like tenor.


 


2.5
Fees. Borrower shall pay to Collateral Agent:


 


(a)
Good Faith Deposit. An amount of $99,965 has been received by Collateral Agent as a good faith deposit from Borrower on or about
June 9, 2021, which amount shall be applied towards the Lenders’ Expenses due under Section 2.5(d) that have been incurred through
the Effective Date. For the purposes of clarity, Borrower shall be responsible for the entire amount of the Lenders’ Expenses payable
under Section 2.5(d);


 


(b)
Final Payment. The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro
Rata Shares;


 


(c)
Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro
Rata Shares; and


 




    	 	3	 



     


    

 


(d)
Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation
and negotiation of this Agreement) incurred through and after the Effective Date, when due.


 


2.6
Taxes; Increased Costs. The Loan Parties, Collateral Agent and the Lenders each hereby agree to the terms and conditions set forth
on Addendum 1 attached hereto.


 


3.
CONDITIONS OF LOANS


 


3.1
Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition
precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral
Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem
necessary or appropriate, including, without limitation:


 


(a)
original Loan Documents, each duly executed by Borrower and each of its Subsidiaries that is a party thereto, as applicable;


 


(b)
duly executed original Control Agreements with respect to any Collateral Accounts maintained by the US Sub;


 


(c)
duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage;


 


(d)
other than in relation to the Shares subject to a floating charge, the certificate(s) (if any) for the Shares, together with stock transfer
form separate from such certificate(s), duly executed in blank;


 


(e)
the Operating Documents and good standing certificates of US Sub certified by the Secretary of State (or equivalent agency) of US Sub’s
jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business,
each as of a date no earlier than thirty (30) days prior to the Effective Date;


 


(f)
the Operating Documents of the Borrowers (other than the US Sub) entering into the Loan Documents;


 


(g)
a completed Perfection Certificate for Borrower;


 


(h)
the Annual Projections, for the current calendar year;


 


(i)
duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form
acceptable to Collateral Agent and the Lenders;


 


(j)
certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, or,
in the case of the Parent, a search of Companies House, and in the case of the Irish Sub, the Irish Companies Office, as Collateral Agent
shall 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;


 


(k)
a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains
Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00);


 


(l)
[Reserved];


 




    	 	4	 



     


    

 


(m)
a duly executed legal opinion of U.S. counsel dated as of the Effective Date;


 


(n)
a duly executed legal opinion of English counsel to Collateral Agent dated as of the Effective Date;


 


(o)
a duly executed legal opinion of Scottish counsel to Collateral Agent dated as of the Effective Date;


 


(p)
the IP Agreement;


 


(q)
the English Security Agreement, together with signed copies of all notices required under the English Security Agreement;


 


(r)
the Irish Security Agreement, together with signed copies of all notices required under the Irish Security Agreement;


 


(s)
the Irish Share Pledge together with all deliverables provided by the terms of same to be provided on the Effective Date;


 


(t)
the Scottish Security Agreements, together with signed copies of all (if any) notices required under each Scottish Security Agreement;


 


(u)
evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force
and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral
Agent, for the ratable benefit of the Lenders;


 


(v)
a copy of a resolution of the board of directors (or a duly appointed committee) of the Parent and the Irish Sub:


 


(i)
approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute,
deliver and perform the Loan Documents to which it is a party;


 


(ii)
authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf;


 


(iii)
authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including any Disbursement
Letter) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party;


 


(w)
a specimen of the signature of each person authorized by the resolution referred to in paragraph (q) above in relation to the Loan Documents
and related documents who will be signing Loan Documents;


 


(x)
a director’s certificate of the Parent (and the Irish Sub) (signed by a director) confirming that borrowing or guaranteeing or
securing, as appropriate, the Term Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on Borrower
to be exceeded;


 


(y)
a certified copy of the group structure chart;


 


(z)
payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.


 


(aa)
a copy of the shareholder written resolutions of the Scottish Sub (approving the transaction and approving amendments to articles in
such form as required by the Collateral Agent)


 




    	 	5	 



     


    

 


(bb)
a copy of a resolution of the board of directors (or a duly appointed committee) of the Scottish Sub:


 


(i)
approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute,
deliver and perform the Loan Documents to which it is a party;


 


(ii)
authorizing a specified person or persons to execute the Loan Documents to which it is a party on its behalf;


 


(iii)
authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including any Disbursement
Letter) to be signed and/or dispatched by it under or in connection with the Loan Documents to which it is a party;


 


(cc)
a specimen of the signature of each person authorized by the resolution referred to in paragraph (q) above in relation to the Loan Documents
and related documents who will be signing Loan Documents;


 


(dd)
a director’s certificate of the Scottish Sub (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate,
the Term Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on Borrower to be exceeded.


 


3.2
Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the
initial Credit Extension, is subject to the following conditions precedent:


 


(a)
receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;


 


(b)
the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the
Disbursement Letter 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 subject to Borrower’s representation and warranty on that date that the representations and warranties
in Section 5 hereof are true and 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;


 


(c)
in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower
from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender;


 


(d)
to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and
content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension
made by such Lender after the Effective Date; and


 


(e)
payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.


 


3.3
Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to
Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit
Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral
Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required
item shall be made in each Lender’s sole discretion.


 




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3.4
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth
in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile,
or telephone by 12:00 noon Eastern time five (5) Business Days (or such shorter period acceptable to Collateral Agent) prior to the date
the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders
by electronic mail or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders
may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding
Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment.


 


4.
CREATION OF SECURITY INTEREST


 


4.1
Grant of Security Interest. US Sub hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment
and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable
benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products
thereof. US Sub 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 by the terms of this
Agreement to have priority to Collateral Agent’s Lien. If US Sub shall acquire a commercial tort claim (as defined in the Code),
US Sub, shall promptly notify Collateral Agent in a writing signed by US Sub, as the case may be, of the general details thereof (and
further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, 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 Collateral Agent.


 


If
this Agreement is terminated, Collateral Agent’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 the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost
and expense of US Sub, release its Liens in the Collateral and all rights therein shall revert to US Sub.


 


4.2
Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take any
other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all
appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice
that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person,
shall be deemed to violate the rights of Collateral Agent under the Code.


 


4.3
Pledge of Collateral.


 


(a)
US Sub Shares. Parent hereby pledges, assigns and grants to Collateral Agent, for the ratable benefit of the Lenders, a continuing
security interest in all the Shares of US Sub (the “US Sub Shares”), together with all proceeds and substitutions
thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection
therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Effective
Date, or, to the extent not certificated as of the Effective Date, within ten (10) Business Days (or such longer period agreed to by
Collateral Agent) of the certification of any US Sub Shares, the certificate or certificates for the US Sub Shares will be delivered
to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower.


 


(b)
General. To the extent required by the terms and conditions governing the Shares (and where the Shares are subject to a local law
governed Security Document, to the extent required by the terms of that Security Document), Borrower shall cause the books of each entity
whose Shares are being pledged pursuant to any Loan Document and any applicable transfer agent to reflect the pledge of the Shares. Upon
the occurrence and during the continuance of an Event of Default hereunder, Collateral Agent may effect the transfer of any securities
included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable)
certificates representing such securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver
such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection
of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower
shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect
thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with
any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and
give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.


 




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5.
REPRESENTATIONS AND WARRANTIES


 


Borrower
represents and warrants to Collateral Agent and the Lenders as follows:


 


5.1
Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing,
to the extent that such concept is applicable, as a Registered Organization, to the extent that such concept is applicable, in its jurisdictions
of organization or formation and Borrower and each of its Subsidiaries is qualified, to the extent that such concept is applicable, and
licensed to do business and is in good standing, to the extent that such concept is applicable, in any jurisdiction in which the conduct
of its businesses or its ownership of property requires that it be qualified, to the extent that such concept is applicable, except where
the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower
and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or
such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”).
Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on
its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of
its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate;
(c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification
number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s
and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and
each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries
(and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational
structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection
Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete in all material respects (it being understood
and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates
(including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions
in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of
its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence
and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving
such organizational identification number.


 


The
execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly
authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ respective Operating Documents, (ii) contravene,
conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or
violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower
or such Subsidiary, 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) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default
under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower
nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in
which such default could reasonably be expected to have a Material Adverse Change.


 




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5.2
Collateral.


 


(a)
Borrower and each of its Subsidiaries that are a Borrower or Guarantor have good title to, have rights in, and the power to transfer
each item of the Collateral upon which it purports to grant a Lien under the Loan Documents, free and clear of any and all Liens except
Permitted Liens, and neither Borrower nor any of its Subsidiaries that are Borrowers or Guarantors have any Deposit Accounts, Securities
Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any,
described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such
Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest
therein. The Accounts are bona fide, existing obligations of the Account Debtors.


 


(b)
On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third
party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred
and Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral (other than laptop computers, cell phones and tablets)
shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant
to Section 6.11.


 


(c)
All Inventory is in all material respects of good and marketable quality, free from material defects.


 


(d)
Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear
of all Liens other than Permitted Liens. (i) Each of Borrower’s and its Subsidiaries’ Patents that are material to their
business are valid and enforceable and no part of Borrower’s or its Subsidiaries’ registered Intellectual Property has been
judged invalid or unenforceable, in whole or in part, except (A) to the extent that such registered Patents are, after prior written
notice to Collateral Agent, abandoned because they are not useful in Borrower’s or any of its Subsidiaries’ business and
the cost of maintaining their registration outweighs any potential foreseeable benefits or (B) European Patent No. EP3209381 and (ii)
to the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower
or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a
Material Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to,
nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that
(i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’
interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could
interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to
Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material
license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software
that is commercially available to the public) of any material intellectual property.


 


5.3
Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no
actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or
against Borrower or any of its Subsidiaries involving more than Two Hundred and Fifty Thousand Dollars ($250,000.00).


 


5.4
No Material Deterioration in Financial Condition; Financial Statements. All consolidated financial statements for Borrower and
its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with IFRS, in all material respects the consolidated
financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries.
There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the
date of the most recent financial statements submitted to any Lender.


 


5.5
Solvency. Parent is Solvent and Parent and its Subsidiaries, taken as a whole, are solvent.


 




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5.6
Regulatory Compliance. None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’
Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated
by this Agreement is (i) in violation of any Anti-Terrorism Law, Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) engaging
in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to
violate, any of the prohibitions set forth in any Anti-Terrorism Law, Anti-Corruption Laws or Anti-Money Laundering Laws, or (iii)
is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or
agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any
business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person,
or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to
Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.


 


Borrower
nor any of its Subsidiaries nor any of their respective directors or employees (in their capacity as such) has engaged in any activity
which would breach applicable Anti-Corruption Laws. Borrower and each of its Subsidiaries has instituted and maintains policies and procedures
(or have procured that policies and procedures are instituted on their behalf) that are designed to ensure compliance with applicable
Anti-Corruption Laws.


 


Borrower
and each of its Subsidiaries has (and all of their respective directors and employees (in their capacity as such) have) (a) conducted
their operations and businesses in compliance with the applicable Anti-Money Laundering Laws; and (b) instituted and maintains (or has
procured the institution and maintenance on its behalf of) systems, controls, policies and the procedures designed to detect incidences
of money laundering and to promote and achieve compliance with the applicable Anti-Money Laundering Laws. No litigation, regulatory or
administrative proceedings of or before any court, tribunal or agency with respect to any Anti-Money Laundering Laws have been started
or (to the best of its knowledge and belief) threatened against any Borrower, any of its Subsidiaries or any of their respective directors
or employees (in their capacity as such).


 


5.7
Investments. Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities
except for Permitted Investments.


 


5.8
Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries have timely filed all Tax returns and reports
required to be filed, and Borrower and each of its Subsidiaries have timely paid all foreign, federal, state, and material local Taxes,
assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary
is subject to Taxes, including the United States, unless such Taxes are being contested in accordance with the following sentence. Borrower
and each of its Subsidiaries may defer payment of any contested Taxes, provided that Borrower or such Subsidiary, (a) in good faith contests
its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral
Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes 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.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments
proposed for any of Borrower’s or such Subsidiary’s prior Tax years which could result in additional Taxes becoming due and
payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension,
profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have
withdrawn from participation in, and have 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 or its Subsidiaries, including
any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Neither Borrower nor
any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an
occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and neither
Parent nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those
terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.


 


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


 




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5.10
Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists
that would prohibit Borrower from pledging the Shares pursuant to this Agreement and/or any Loan Document. To Borrower’s knowledge,
there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with
respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To
Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or
other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings.


 


5.11
Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate
or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made,
taken together with all such written certificates and written statements given to Collateral Agent or any Lender, 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 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).


 


5.12
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 the Responsible Officers.


 


6.
AFFIRMATIVE COVENANTS 


 


Borrower
shall, and shall cause each of its Subsidiaries to, do all of the following:


 


6.1
Government Compliance.


 


(a)
Maintain its and all its Subsidiaries’ legal existence and good standing, to the extent that such concept is applicable, in their
respective jurisdictions of organization and maintain qualification, to the extent that such concept is applicable, in each jurisdiction
in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and
regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have
a Material Adverse Change.


 


(b)
Obtain and keep in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its
Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral
Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly notify Collateral Agent of any material
Governmental Approvals obtained by Borrower or any of its Subsidiaries and upon Collateral Agent’s request provide copies thereof
to Collateral Agent.


 


6.2
Financial Statements, Reports, Certificates.


 


(a)
Deliver to each Lender:


 


(i)
as soon as available, but no later than forty-five (45) days after the last day of each quarter, a company prepared consolidated and
consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries
for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;


 


(ii)
as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year or within five
(5) days of filing with the SEC, audited consolidated financial statements prepared under IFRS, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in
its reasonable discretion;


 




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(iii)
as soon as available after approval thereof by Borrower’s Board of Directors, but no later than ninety (90) days after the last
day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved
by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month format (such annual
financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”;
provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral
Agent and the Lenders no later than seven (7) days after such approval);


 


(iv)
within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or
holders of Subordinated Debt;


 


(v)
in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within
five (5) days of filing, all reports on Form 20-F and 6-K filed with the Securities and Exchange Commission,


 


(vi)
prompt notice of any amendments of or other changes to the Operating Documents of Borrower or any of its Subsidiaries, together with
any copies reflecting such amendments or changes with respect thereto;


 


(vii)
in connection with each Compliance Certificate delivered at end of a fiscal quarter of Parent, notice of (A) any material change in the
composition of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of Borrower
or any of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration, and (C) any event
that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;


 


(viii)
as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements
for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each
Lender by Borrower or directly from the applicable institution(s), and


 


(ix)
other information as reasonably requested by Collateral Agent or any Lender.


 


Notwithstanding
the foregoing, 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.


 


(b)
No later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed
by a Responsible Officer.


 


(c)
Keep proper books of record and account in accordance with IFRS in all material respects, in which full, true and correct entries shall
be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries
to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided
that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties,
to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations
and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default
has occurred and is continuing.


 


6.3
Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between
Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such Subsidiary’s,
customary practices as they exist at the Effective Date. Borrower must promptly notify Collateral Agent and the Lenders of all returns,
recoveries, disputes and claims that involve more than Two Hundred and Fifty Thousand Dollars ($250,000.00) individually or in the aggregate
in any calendar year.


 




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6.4
Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required foreign, federal, state and material
local tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and material
local Taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for deferred payment of any Taxes contested
pursuant to the terms of Section 5.8 hereof or as otherwise permitted pursuant to Section 5.8 hereof, and shall deliver to the Collateral
Agent, promptly upon written request, 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 the terms of such plans.


 


6.5
Insurance. Keep Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts
standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably
request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent
and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss
payee and waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements showing,
Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with
respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree,
by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it
will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered
or canceled. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium
payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the
ratable benefit of the Lenders, 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 and
Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Two Hundred and Fifty Thousand Dollars
($250,000.00), 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 Collateral Agent 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 Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on
account of the Obligations. If Borrower or any of its Subsidiaries 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, Collateral Agent and/or any Lender may make, at
Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any
action under the policies Collateral Agent or such Lender deems prudent.


 


6.6
Operating Accounts.


 


(a)
Maintain all of Borrower’s Collateral Accounts (i) located in the United States (and all other jurisdictions where it is either
customary to obtain Control Agreements or necessary to obtain Control Agreements in order to perfect security interest in bank accounts)
in accounts which are subject to a Control Agreement in favor of Collateral Agent and (ii) located outside the United States (in jurisdictions
where it is neither customary to obtain Control Agreements nor necessary to obtain Control Agreements in order to perfect security interest
in bank accounts) subject to such instruments or to a lien filed by a notice of charge, if any, as may be necessary for Collateral Agent
to perfect its security interest in such Collateral Accounts.


 


(b)
Borrower shall provide Collateral Agent five (5) days’ prior written notice before any Borrower establishes any Collateral Account.
In addition, for each Collateral Account that any Borrower at any time maintains, such Borrower shall cause the applicable bank or financial
institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument
in accordance with Section 6.6(a), if any, with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral
Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement or instrument,
as applicable, may not be terminated without prior written consent of Collateral Agent. 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, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the
Perfection Certificates.


 




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(c)
Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance
with Sections 6.6(a) and (b). Notwithstanding anything herein (including, without limitation, in Section 3.1) to the contrary, US Sub
may continue to maintain its Collateral Account with JPMorgan Chase Bank, N.A. without such account being subject to a Control Agreement
in favor of Collateral Agent for a period of up to thirty (30) days after the date hereof; provided, however, the balance in such account
during such period may not exceed Three Hundred Thousand Dollars ($300,000.00) at any given time, and at the end of such period, Borrower
must deliver a fully executed Control Agreement with respect to such account to Collateral Agent.


 


6.7
Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts
to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business,
except to the extent that such registered Patents, Trademarks or Copyrights are abandoned after prior written notice to Collateral Agent
because they are not useful in Borrower’s or any of its Subsidiaries’ business and the cost of maintaining their registration
outweighs any potential foreseeable benefits; (b) promptly advise Collateral Agent in writing of material infringement by a third party
of its Intellectual Property; and (c) not allow any registered Patents material to Borrower’s business to be abandoned, forfeited
or dedicated to the public without Collateral Agent’s prior written consent, except to the extent that such Patents (whether registered
or in application stage) are abandoned because they are not useful in Borrower’s or any of its Subsidiaries’ business and
the cost of maintaining their registration outweighs any potential foreseeable benefits. If Borrower or any of its Subsidiaries (i) obtains
any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the
foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark,
then Borrower or such Subsidiary shall provide notice to Collateral Agent along with each Compliance Certificate delivered at the end
of a fiscal quarter and shall execute such intellectual property security agreements and other documents and take such other actions
as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security
interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries
decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide
Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s
intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright
Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other
actions as Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected
security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the copyrights or mask works intended to be
registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States
Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrower
or such Subsidiary shall promptly provide to Collateral Agent and each Lender with evidence of the recording of the intellectual property
security agreement necessary for Collateral Agent to perfect and maintain a first priority perfected security interest in such property.
This Section 6.7 shall not apply to the extent that it would require any security to be granted with respect to any assets of the Borrower
or any of its Subsidiaries where the grant of such security with respect to such assets is prohibited under the terms of the Excluded
Agreements (as defined in the English Security Agreement).


 


6.8
Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make available
to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers,
employees and agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably deem them necessary
to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any
Collateral or relating to Borrower.


 


6.9
Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders of any litigation
or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be
expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred and Fifty Thousand Dollars ($250,000.00)
or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific
provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence
of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default,
Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably
detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute
an Event of Default.


 




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6.10
Financial Covenant. If the Equity Event does not occur by March 31, 2022, then commencing on April 1, 2022, Borrower shall, at all
times until the occurrence of the Equity Event, maintain unrestricted cash balance of at least Seven Million Five Hundred Thousand Dollars
($7,500,000.00) in Collateral Accounts maintained in the United States that are subject to Control Agreements in favor of the Collateral
Agent.


 


6.11
Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries that are a Borrower or a Guarantor, after
the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the
Collateral with, or deliver any portion of the Collateral (other than laptop computers, cell phones and tablets) to, a bailee, in each
case pursuant to Section 7.2, then Borrower or such Subsidiary that is a Borrower or a Guarantor will first receive the written consent
of Collateral Agent and, in the event that the new location is the chief executive office of the Borrower or such Subsidiary or the Collateral
(other than laptop computers, cell phones and tablets) at any such new location is valued in excess of Two Hundred and Fifty Thousand
($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver,
as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business
locations, or any such storage with or delivery to any such bailee, as the case may be.


 


6.12
Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries that are a Borrower or a Guarantor
creates or acquires any Subsidiary after the date hereof, Borrower shall provide prior written notice to Collateral Agent of the
creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent to cause
each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in
each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit
A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit
of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary.


 


6.13
Further Assurances.


 


(a)
Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue
Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement.


 


(b)
Deliver to Collateral Agent and Lenders, within five (5) days after the same are sent or received, copies of all material correspondence,
reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect
on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material
Adverse Change.


 


(c)
Upon Collateral Agent’s request, no later than sixty (60) days after the date of such request, enter into a pledge agreement with
respect to the Shares of 4D Pharma Leon SLU , which pledge agreement must be governed by the law of the jurisdiction of such Subsidiary,
and take such other steps to perfect Collateral Agents’ Lien in such Shares under the law of the jurisdiction of such Subsidiary.


 




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7.
NEGATIVE COVENANTS


 


Borrower
shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required
Lenders:


 


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; (c) in connection with Permitted Liens, Permitted Investments and
Permitted Licenses; (d) of cash and Cash Equivalents in the ordinary course of business in connection with transactions not prohibited
hereunder or any other Loan Document and approved by Borrower’s Board of Directors (to the extent Board approval is required by
Borrower’s policies or other organizational documents); (e) consisting of leases or sub-leases of real property in the ordinary
course of business; and (f) other Transfers in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year
(but not including any Intellectual Property).


 


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 engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve;
or (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided
to Collateral Agent within five (5) days of such change, or (ii) consummate 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 fifty percent (50%) or more
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, a private placement of public equity or to venture capital investors
so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction). Borrower shall
not, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations,
including warehouses (unless such new offices or business locations (ii) contain less than Two Hundred Fifty Thousand Dollars ($250,000.00)
in assets or property (other than laptop computers, cell phones and tablets) of Borrower or any of its Subsidiaries and (ii) are not
Borrower’s or its Subsidiaries’ chief executive office); (B) change its jurisdiction of organization, (C) change its organizational
structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization.


 


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, shares or property of another
Person. A Subsidiary may merge or consolidate into another Subsidiary (provided that if any such Subsidiary is a Borrower or a Guarantor
hereunder, then the surviving Subsidiary shall be a Borrower or a Guarantor hereunder) or with (or into) Borrower provided Borrower is
the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom.


 


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, 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, or 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 Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly
or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging,
granting a security interest in or upon, or encumbering any of Borrower’s or such 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 hereof.


 


7.7
Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution
or payment in respect of or redeem, retire or purchase any capital stock, except that Borrower may (i) convert any of its convertible
securities into other equity securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) pay
dividends solely in capital stock; (iii) repurchase the stock of former employees, directors or consultants pursuant to stock repurchase
agreements or other similar agreements, provided that the aggregate amount of all such repurchases does not exceed Two Hundred and Fifty
Thousand Dollars ($250,000) per fiscal year; (iv) pay cash in lieu of the issuance of fractional shares, provided the aggregate amount
of such payments does not exceed Twenty Five Thousand Dollars ($25,000.00) in any given year; and (v) make non-cash purchases or withholding
of capital stock in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or the vesting
of restricted stock units or in connection with the satisfaction of withholding obligations or (b) directly or indirectly make any Investment
other than Permitted Investments, or permit any of its Subsidiaries to do so.


 




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7.8
Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of
Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s
business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s
length transaction with a non-affiliated Person, (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower
or its Subsidiaries, (c) transactions between Borrower or any Guarantor and any of its Subsidiaries which are otherwise expressly permitted
hereunder, (d) transactions expressly permitted between Borrower (or any Subsidiary of Borrower) and its Affiliates by Sections 7.1,
7.3 and or 7.7, (e) compensation related arrangements for Borrower’s employees and consultants that are consistent with Borrower’s
past practices, prevalent standards in Borrower’s industry and approved by Borrower’s Board of Directors, and (f) equity
financings and Subordinated Debt financings with existing investors that are, in each case, approved by Parent’s board of directors.


 


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 principal amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders.


 


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 meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined
in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation
could reasonably be expected to have a Material Adverse Change, 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 or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any
other Governmental Authority.


 


7.11
Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the
requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify
and record certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which information
includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow
Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor
shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments,
agreements or contracts with any Person listed on the OFAC Lists or similar lists produced by an Authority. Borrower and each of its
Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary
or Affiliate of Borrower, is listed on the OFAC Lists or similar lists produced by an Authority or (a) is convicted on, (b) pleads nobo
contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to
money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate
to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without
limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii)
deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order
No. 13224 or other Anti-Terrorism Law.


 




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7.12
Anti-Corruption Laws. Borrower, each of its Subsidiaries and all of their respective directors or employees (in their capacity as
such) shall not engage in any activity which would breach applicable Anti-Corruption Laws. Borrower and each of its Subsidiaries shall
maintain policies and procedures (or have procured that policies and procedures are instituted on their behalf) that are designed to
ensure compliance with applicable Anti-Corruption Laws.


 


7.13
Anti-Money Laundering Laws. Borrower and each of its Subsidiaries (and all of their respective directors and employees (in their
capacity as such)) shall not directly or indirectly use the transaction proceeds for any purpose that would breach Anti-Money Laundering
Laws. Borrower and each of its Subsidiaries shall supply to Collateral Agent, promptly upon becoming aware of them, details of any threatened
or pending investigation, action, suit, proceeding or other inquiry, by or before any court or governmental agency, authority or body
or any arbitrator, involving Borrower or any of its Subsidiaries or any of its subsidiaries with respect to Anti-Money Laundering Laws.


 


7.14
Assets of Non-Borrower Subsidiaries.


 


(a)
Allow any of its following Subsidiaries to hold any assets (including, without limitation, any Intellectual Property): 4D Pharma (BVI)
Limited, The Microbiota Company Limited and Microbiomics Limited.


 


(b)
Borrower’s Subsidiary 4D Pharma (BVI) Limited must be dissolved on or before June 30, 2022.


 


(c)
Borrower’s Subsidiary 4D Pharma Leon SLU shall not own any Intellectual Property other than Intellectual Property (i) owned by
it on the Effective Date and set forth on the applicable Perfection Certificate on the Effective Date and (ii) Intellectual Property
internally generated at 4D Pharma Leon SLU after the Effective Date. Furthermore, the value of 4D Pharma Leon SLU’s assets may
not exceed €8,400,000 at any given time, and its cash assets may not exceed €1,200,000 at any given time.


 


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 on its due date, or (b)
pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace
period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the
cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure
period);


 


8.2
Covenant Default.


 


(a)
Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates),
6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and
Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further
Assurances) or Borrower violates any covenant in Section 7; or


 




    	 	18	 



     


    

 


(b)
Borrower, or any of its Subsidiaries, 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 fifteen (15) days
after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the fifteen (15) day period
or cannot after diligent attempts by Borrower be cured within such fifteen (15) 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). Grace periods provided under this Section shall not apply, among other things,
to financial covenants or any other covenants set forth in subsection (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 any of its Subsidiaries or of any
entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other
institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment
is filed against Borrower or any of its Subsidiaries or any of their respective assets by any government agency, 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; and


 


(b)
(i) any material portion of Borrower’s or any of its Subsidiaries’ 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 or any of its Subsidiaries from conducting
any part of its business;


 


8.5
Insolvency. (a) Parent is or becomes Insolvent or Parent and its Subsidiaries, taken as a whole, are or become 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 not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent
and/or until any Insolvency Proceeding is dismissed);


 


8.6
Other Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party
or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of Five Hundred Thousand Dollars ($500,000.00) or that could reasonably be expected to have a Material Adverse
Change;


 


8.7
Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of
at least Five Hundred Thousand Dollars ($500,000.00) (not covered by independent third-party insurance as to which liability has
been accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied,
unvacated, or unstayed for a period of thirty (30) days after the entry thereof (provided that no Credit Extensions will be made
prior to the satisfaction, vacation, or stay of such judgment, order or decree);


 


8.8
Misrepresentations. Borrower or any of its Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes any representation,
warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or
Lenders or to induce Collateral Agent and/or the Lenders 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. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of
Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the
Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;


 




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8.10
Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform
any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect
to any Guarantor; or (d) the liquidation, winding up, or termination of existence of any Guarantor, except as otherwise permitted by
this Agreement;


 


8.11
Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or
not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has
resulted in or could reasonably be expected to result in a Material Adverse Change;


 


8.12
Lien Priority. Except with respect to any Lien under an English law governed floating charge granted by the Scottish Sub as interpreted
under Scottish law, any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected
Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens; or


 


8.13
Delisting. The American Depository Shares of Borrower are delisted from Nasdaq Global Market because of failure to comply with continued
listing standards thereof or due to a voluntary delisting which results in such shares not being listed on any other nationally recognized
stock exchange in the United States having listing standards at least as restrictive as the Nasdaq Global Market.


 


9.
RIGHTS AND REMEDIES


 


9.1
Rights and Remedies.


 


(a)
Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required
Lenders shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii)
by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs
all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower
suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this
Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described
in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this
Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without
any action by Collateral Agent or the Lenders).


 


(b)
Without limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the
continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:


 


(i)
foreclose upon and/or sell or otherwise liquidate, the Collateral;


 


(ii)
apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any
amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or


 


(iii)
commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.


 




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(c)
Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and during
the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:


 


(i)
settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers
advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount
of such account;


 


(ii)
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 Collateral Agent requests and make it available in a location as Collateral Agent
reasonably designates. Collateral Agent 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 Collateral Agent a license to enter and occupy any of its premises, without charge, to
exercise any of Collateral Agent’s rights or remedies;


 


(iii)
ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent
is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’
labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, 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 Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each
of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders;


 


(iv)
place a “hold” on any account maintained with Collateral Agent or the Lenders 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;


 


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


 


(vi)
appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent
court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower
or any of its Subsidiaries; and


 


(vii)
subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender 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).


 


Notwithstanding
any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right
to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence
of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent Circumstance” means any event
or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize
upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof,
destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate
adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result in a material
diminution in value of the Collateral.


 


9.2
Power of Attorney. Borrower (but for the purposes of this Section 9.2 excluding, in relation to the Irish Sub’s Collateral,
the Irish Sub, who appoints the Collateral Agent as its lawful attorney pursuant to the Irish Security Document) hereby irrevocably and
by way of security appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance
of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment
or security; (b) sign Borrower’s or any of its Subsidiaries’ 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 Collateral Agent 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 Collateral
Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact
to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral
Agent’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 Collateral Agent and the Lenders are under no further obligation
to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’
attorney in fact, and all of Collateral Agent’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 Collateral Agent’s and the Lenders’
obligation to provide Credit Extensions terminates.


 




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9.3
Protective Payments. If Borrower or any of its Subsidiaries fail 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 or any of its Subsidiaries is obligated to pay
under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so
paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and
secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent
obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such
payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of
any Event of Default.


 


9.4
Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the
occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of
any and all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its
Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the
other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against
the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent,
and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the
Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the
provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the
Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender
under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive
such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be
applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of
the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts
available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by
the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer
to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the
other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the
ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender
receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled
payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled
payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary
to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any
kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the
portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for
and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’
claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the
Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender
shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and
other Lenders for purposes of perfecting Collateral Agent’s security interest therein.


 




    	22



     


    

 


9.5
Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping
of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders 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. Failure by Collateral Agent or any Lender, 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 Collateral Agent
or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless
signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is
given. The rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative.
Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The
exercise by Collateral Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s or any Lender’s
waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy
is not a waiver, election, or acquiescence.


 


9.7
Demand Waiver. Borrower waives, to the fullest extent permitted by law, 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 Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.


 


10.
NOTICES


 


All
notices, consents, requests, approvals, demands, or other communication (collectively, “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 facsimile or electronic mail 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. Any of Collateral Agent, Lender or Borrower may change its mailing address, facsimile number, or email address by giving
the other party written notice thereof in accordance with the terms of this Section 10.


 


	 	If
    to Borrower:	4D
    PHARMA PLC
	 	 	4D
    PHARMA RESEARCH LIMITED
	 	 	4D
    PHARMA CORK LTD
	 	 	4D
PHARMA DELAWARE INC.
	 	 	[***]
	 	 	 
	 	with
    a copy (which shall not constitute notice) to:	Wilson
    Sonsini Goodrich & Rosati

    

    [***]

	 	 	 
	 	If
    to Collateral Agent:	OXFORD
    FINANCE LUXEMBOURG S.À R.L.

    [***]

    

	 	 	 
	 	with
    a copy (which shall not constitute notice) to:	Greenberg
    Traurig, LLP 

    [***]


 


***
Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would
be competitively harmful if publicly disclosed.


 






    	 	23	 



     


    




 


11.
CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER


 


New
York law governs the Loan Documents without regard to principles of conflicts of law. Borrower, Lenders and Collateral Agent each submit
to the exclusive jurisdiction of the State and Federal courts in the City of New York, Borough of Manhattan. NOTWITHSTANDING THE FOREGOING,
COLLATERAL AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS
OF ANY OTHER JURISDICTION WHICH COLLATERAL AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY OR
APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS AGAINST BORROWER
OR ITS PROPERTY. 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, or subsequently
provided by Borrower in accordance with, 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, first class, registered or certified
mail return receipt requested, proper postage prepaid.


 


TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, COLLATERAL AGENT, AND THE LENDERS 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 EACH PARTY TO ENTER INTO THIS AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 




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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 transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s
prior written consent (which may be granted or withheld in Collateral Agent’s and each Lender’s discretion, subject to Section
12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant
participation in (any such sale, transfer, assignment, negotiation, or grant of a participation, a “Lender Transfer”)
all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan
Documents; provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible
Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written
consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent
shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Collateral
Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered
and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee
or Approved Lender as Collateral Agent reasonably shall require. If a Loan Party would be required to make a payment of Indemnified Taxes
or increased costs pursuant to Addendum 1 to the Loan Agreement to an Eligible Assignee or Approved Lender that becomes a Lender under
the Loan Documents then such Lender is only entitled to receive such a payment pursuant to that Addendum to the extent that the existing
Lender would have been if the Lender Transfer had not occurred. Notwithstanding anything to the contrary contained herein, so long as
no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect of the Warrants or
(ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon
the occurrence of a default, event of default or similar occurrence with respect to a Lender’s own financing or securitization
transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a
direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent.


 


12.2
Indemnification. Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers,
employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified
Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”)
asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated
by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related
to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or
the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by
such Indemnified Person’s gross negligence or willful misconduct; provided that this section shall not apply to any Claims in respect
of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim (subject to the following).
Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including
the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative
or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding
initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar
technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Collateral Agent
or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted
against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use
of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct. Where the
Borrower is required by this Clauses 12.2 to reimburse or indemnify a cost or expense, the Borrower shall reimburse or indemnify the
part thereof representing VAT, except to the extent that such VAT that is reasonably determined by the Indemnified Person to be recoverable
(by way of credit or repayment in respect of such VAT) by such Indemnified Person from the relevant tax authority.


 




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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. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this
Agreement and the other Loan Documents consistent with the agreement of the parties.


 


12.6
Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its
Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent
and the Required Lenders provided that:


 


(i)
no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment
or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;


 


(ii)
no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral
Agent’s written consent or signature;


 


(iii)
no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal
of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or
fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any
Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or
for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage
of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material
portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the
Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except,
in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents
(including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions
of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment,
delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment
obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted
pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan
Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or
proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend
any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment,
waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence;


 


(iv)
the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among
the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver
or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders.


 


(b)
Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time
to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower.


 


(c)
This Agreement and 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 this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.


 




    	26



     


    

 


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
Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until
this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other
obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower
in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below,
shall survive until the statute of limitations with respect to such claim or cause of action shall have run.


 


12.9
Confidentiality. In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree
of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms
and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with
a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence
with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above)
or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence
and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms
of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’
or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably
considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or
Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with
terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the
public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent,
or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or
Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing
the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for
the development of client databases, reporting purposes, and market analysis. The provisions of the immediately preceding sentence shall
survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding,
representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9.


 


12.10
Public Announcement. With Borrower’s consent, Collateral Agent and each Lender may make a public announcement of the transactions
contemplated by this Agreement, and may publicize the same on its company website, in marketing materials, newspapers and other publications,
and otherwise, and in connection therewith may use Borrower’s name, tradenames, logos and any information related to the transactions
to the extent such information is not confidential.


 


12.11
Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as
security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against
all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent
or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit
to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral
Agent or the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though
unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT
TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT
OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 




    	27



     


    

 


12.12
Cooperation of Borrower. If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably
required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1,
(ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan
Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default
has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial
affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject
to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan
Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered
to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of
Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.


 


12.13
Borrower Liability. Any Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the other
as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder
shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower actually receives
said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship
defenses available to it under the Code or any other applicable law, and (b) any right to require Collateral Agent or any Lender to:
(i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy.
Collateral Agent and or any Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds
(including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding
any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law
or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this
Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now
or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations
in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security
for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or
otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be
null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust
for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations,
whether matured or unmatured.


 


13.
DEFINITIONS 


 


13.1
Definitions. As used in this Agreement, the following terms have the following meanings:


 


“Account”
is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without
limitation, all accounts receivable and other sums owing to Borrower.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is
under common control with the Person, and each of that 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.


 


“Amortization
Date” is, (i) September 1, 2023, if the I/O Extension Event does not occur and (ii) September 1, 2024, if the I/O Extension
Event occurs.


 




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“Annual
Projections” is defined in Section 6.2(a).


 


“Anti-Terrorism
Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24,
2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.


 


“Anti-Corruption
Laws” means:


 


	 	(a)	the
    US Foreign Corrupt Practices Act of 1977;
	 	 	 
	 	(b)	the
    UK Bribery Act 2010; and
	 	 	 
	 	(c)	any
    similar applicable laws or regulations in any jurisdiction in which Borrower or any of its Subsidiaries is located or doing business
    that relate to bribery or corruption.


 


“Anti-Money
Laundering Laws” means applicable laws or regulations in any jurisdiction in which Borrower or any of its Subsidiaries is located
or doing business that relate to money laundering or financial record keeping and reporting requirements.


 


“Approved
Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business
or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding
clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers
or manages a Lender.


 


“Approved
Lender” is defined in Section 12.1.


 


“Authority”
is the Security Council of the United Nations or any relevant government, agency or legislature in the United States, the United Kingdom,
the European Union or any of its member state, or other relevant jurisdiction, including but not limited to: OFAC, the US State Department,
the United Nations Security Council, the Commission of the European Union and Her Majesty’s Treasury.


 


“Basic
Rate” is with respect to any Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days)
equal to the sum of (i) the greater of (A) thirty (30) day U.S. Dollar LIBOR rate reported in The Wall Street Journal on the last
Business Day of the month that immediately precedes the month in which the interest will accrue and (B) Ten hundredths percent (0.10%),
plus (ii) Eight and Fifteen hundredths percent (8.15%). Notwithstanding the foregoing, the Basic Rate for the Term Loan for the period
from the Effective Date through and including July 31, 2021 shall be Eight and Twenty-Five Hundredths percent (8.25%). Notwithstanding
anything to the contrary herein or in any other Loan Document, upon the occurrence of a LIBOR Transition Event, Collateral Agent may
amend this Agreement to replace the Basic Rate with a LIBOR Replacement Rate. Any such amendment with respect to a LIBOR Transition Event
will become effective at 5:00 p.m. (Eastern Standard Time) on the third Business Day after Collateral Agent has notified Borrower of
such amendment. Any determination, decision or election that may be made by Collateral Agent pursuant hereto will be conclusive and binding
absent manifest error and may be made in Collateral Agent’s sole discretion and without consent from any other party.


 


“Blocked
Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No.
13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law, ( ) a Person that commits, threatens or conspires to commit
or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially
designated national” or “blocked person” on the most current list published by OFAC or other similar list.


 




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“Borrower”
is defined in the preamble hereof.


 


“Borrower’s
Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state Tax returns,
records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial
condition, and all computer programs or storage or any equipment containing such information.


 


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


 


“Cash
Equivalents” are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency
or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more
than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s
Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in
which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent to the extent required
pursuant to Section 6.6. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities,
or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging
in any ownership interest, in each case, in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively
determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of
this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each
of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent
derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without
limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction
and more commonly referred to as an auction rate security (each, an “Auction Rate Security”).


 


“Claims”
are defined in Section 12.2.


 


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


 


“Collateral
Agent” is, Oxford, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of
the Lenders.


 


“Commitment
Percentage” is set forth in Schedule 1.1, as amended from time to time.


 


“Commodity
Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be
made.


 


“Communication”
is defined in Section 10.


 


“Compliance
Certificate” is that certain certificate in the form attached hereto as Exhibit C.


 




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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 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 or any of its Subsidiaries
maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains
a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains
control (within the meaning of the Code) for the benefit of the Lenders 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 or authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit
Extension” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s benefit.


 


“Default
Rate” is defined in Section 2.3(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 Borrower’s deposit account, account number 140/00/66158079, maintained with National Westminster
Bank plc.


 


“Disbursement
Letter” is that certain form attached hereto as Exhibit B.


 




“Dollars,” “dollars” and “$” each mean lawful money of the United States.


 




“Effective Date” is defined in the preamble of this Agreement.


 


“Eligible
Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any commercial bank, savings and
loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies,
mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher
from Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that
it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through
(iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar
taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an Event of Default has
occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower
or a vulture hedge fund, each as determined by Collateral Agent in its reasonable discretion. Notwithstanding the foregoing, (x) in connection
with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall
not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization
transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing
or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event
of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer,
pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person
or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective assignment agreement
from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties
thereto, and shall have received such other information regarding such Eligible Assignee as Collateral Agent reasonably shall require.


 




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“English
Security Agreement” is that certain debenture, dated as of the Effective Date, entered into by Collateral Agent and the Parent,
granting a security interest in the assets of Parent to secure the performance of the Obligations, as such agreement may be amended or
amended and restated from time to time.


 


“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.


 


“Equity
Event” is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Five
Million Dollars ($45,000,000.00) from either (i) the issuance and sale by Borrower of its equity securities, with U.S. based life sciences
focused institutional investors purchasing at least Thirty Million Dollars ($30,000,000.00) of such equity securities or (ii) (A) the
issuance and sale by Borrower of its equity securities in an aggregate amount of at least Thirty Five Million Dollars ($35,000,000.00),
with U.S. based life sciences focused institutional investors purchasing at least Twenty Five Million Dollars ($25,000,000.00) of such
equity securities and (B) receipt of “up front” payments by Borrower, in connection with a joint venture, collaboration or
other partnering transaction, in an aggregate amount equal to at least the difference between (1) Forty Five Million Dollars ($45,000,000.00)
and (2) the aggregate amount received by Borrower from the sale and issuance of its equity securities pursuant to clause (ii)(A).


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.


 


“Event
of Default” is defined in Section 8.


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Final
Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest)
due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan
pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage,
payable to Lenders in accordance with their respective Pro Rata Shares.


 


“Final
Payment Percentage” is (i) six percent (6.00%), if the Amortization Date is September 1, 2023 and (ii) six and fifty hundredths
percent (6.50%), if the Amortization Date is September 1, 2024.


 


“Funding
Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.


 


“General
Intangibles” are 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 copyright rights, copyright applications,
copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any
patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered
or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights,
goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and
other Tax refunds, security and other deposits, 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.


 




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“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.


 


“Guarantor”
is any Person providing a Guaranty in favor of Collateral Agent.


 


“Guaranty”
is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise
supplemented.


 


“I/O
Extension Event” is the occurrence of Equity Event prior September 1, 2023; provided, however, no Event of Default may have
occurred and be continuing on the date of the occurrence of the Equity Event.


 


“IFRS”
International Financial Reporting Standards, a collection of guidelines and rules set by the International Accounting Standards Board
(www.iasb.org) which is applicable to the circumstances as at the date of determination.


 


“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 with respect to Indebtedness described in clauses (a) through (c) of this definition.


 


“Indemnified
Person” is defined in Section 12.2.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, , the Insolvency Act 1986,
or any other bankruptcy or insolvency law, including liquidation, examinership, administration, dissolution, winding-up, court schemes
of arrangement, assignments for the benefit of creditors, compositions, extensions generally with its creditors, a moratorium of any
indebtedness, dissolution, administration or proceedings seeking reorganization (whether by way of voluntary arrangement, scheme of arrangement
or otherwise), arrangement, or other relief or the appointment of a liquidator, examiner, receiver, administrative receiver, administrator,
compulsory manager or other similar officer.


 


“Insolvent”
means not Solvent.


 


“Intellectual
Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the following:


 


(a)
its Copyrights, Trademarks and Patents;


 


(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;


 




    	33



     


    

 


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


 


(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 any Person’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,
payment or capital contribution to any Person.


 


“IP
Agreement” is that certain Intellectual Property Security Agreement entered into by and between Borrower and Collateral Agent
dated as of the Effective Date, as such may be amended from time to time.


 


“Irish
Security Agreement” is that certain debenture, dated as of the Effective Date, entered into by Collateral Agent and Irish Sub,
granting a security interest in the assets of the Irish Sub to secure the performance of the Obligations, as such agreement may be amended
or amended and restated from time to time.


 


“Irish
Share Pledge” is the Ireland law-governed share pledge entered into by Parent with respect to Shares of the Irish Sub.


 


“Key
Person” is each of Borrower’s (i) Chief Executive Officer, who is Duncan Peyton as of the Effective Date and (ii) Chief
Scientific Officer, who is Alex Stevenson as of the Effective Date.


 


“Lender”
is any one of the Lenders.


 


“Lenders”
are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant to Section
12.1.


 


“Lenders’
Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses, as
well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating,
administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals,
the appointment of a Receiver or a Receiver and/or manager or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or
the Lenders in connection with the Loan Documents.


 


“LIBOR
Replacement Rate” means the sum of: (a) the alternate benchmark rate (which may include SOFR) that has been selected by Collateral
Agent, giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a
rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as
a replacement to the LIBOR rate for U.S. dollar-denominated syndicated credit facilities and (b) the LIBOR Replacement Spread; provided
that, if the LIBOR Replacement Rate as so determined would be less than zero, the LIBOR Replacement Rate will be deemed to be zero for
the purposes of this Agreement.


 


“LIBOR
Replacement Spread” means, with respect to any replacement of the Basic Rate, the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Collateral Agent
giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the LIBOR rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the LIBOR rate for U.S. dollar-denominated syndicated credit facilities at such time.


 




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“LIBOR
Transition Event” means the occurrence of one or more of the following events with respect to the LIBOR rate:


 


(1)
a public statement or publication of information by or on behalf of the administrator of the LIBOR

rate announcing that such administrator has ceased or will cease to provide the LIBOR rate, permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBOR rate;


 


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR rate, the U.S. Federal
Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOR rate, a resolution authority with jurisdiction
over the administrator for the LIBOR rate or a court or an entity with similar insolvency or resolution authority over the administrator
for the LIBOR rate, which states that the administrator of the LIBOR rate has ceased or will cease to provide the LIBOR rate permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the LIBOR rate; or


 


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOR rate announcing that
the LIBOR rate is no longer representative.


 


“Lien”
is a 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, the Warrants, the Perfection Certificates, each Compliance Certificate, each
Disbursement Letter, the IP Agreement, the English Security Agreement, the Scottish Security Agreements, the Irish Security Agreement,
the Irish Share Pledge, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and
any other present or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and
Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified.


 


“Loan
Parties” means Borrower or any Guarantor.


 


“Material
Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’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) or
prospects of Borrower or of Borrower and its Subsidiaries, takes as a whole; or (c) a material impairment of the prospect of repayment
of any portion of the Obligations.


 


“Maturity
Date” is July 1, 2026.


 


“Obligations”
are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee,
the Final Payment, and other amounts Borrower owes the Lenders and/or any Receiver now or later, in connection with, related to, following,
or arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or otherwise, and including
interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned
to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants).


 


“OFAC”
is the U.S. Department of Treasury Office of Foreign Assets Control.


 


“OFAC
Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive
Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant
to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.


 




    	35



     


    

 


“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 (provided that such certification shall not be required with respect to Person
that is a company incorporated in England and Wales, Scotland or Ireland) on a date that is no earlier 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 which, in relation to a company incorporated in England and Wales or Scotland,
shall be its memorandum and articles of association and in relation to a company incorporated in Ireland shall be its constitution),
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
Date” is the first (1st) calendar day of each calendar month, commencing on September 1, 2021.


 


“Perfection
Certificate” and “Perfection Certificates” is defined in Section 5.1.


 


“Permitted
Indebtedness” is:


 


(a)
Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;


 


(b)
Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s);


 


(c)
Subordinated Debt;


 


(d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business;


 


(e)
Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of
its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided
that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed One Hundred Thousand Dollars ($100,000.00)
at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property
so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition,
repair, improvement or construction is made);


 


(f)
Indebtedness constituting a Permitted Investment;


 


(g)
Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case, provided,
in the ordinary course of business; provided, however, the aggregate amount of such Indebtedness does not exceed Two Hundred Fifty Thousand
Dollars ($250,000.00) at any given time;


 


(h)
unsecured Indebtedness arising from customary cash management and treasury services, and the honoring of a check, draft or similar instrument
against insufficient funds or from the endorsement of instruments for collection or deposit, in each case, in the ordinary course of
business; provided, however, the aggregate amount of such Indebtedness does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00)
at any given time;


 


(i)
unsecured Indebtedness incurred on credit cards in an aggregate principal amount of up to Two Hundred and Fifty Thousand Dollars ($250,000)
at any time outstanding;


 




    	36



     


    

 


(j)
secured (but only with respect to setoff rights) Indebtedness incurred under that certain overdraft facility with Banco Santander in
an aggregate principal amount of up to One Million Euros (€1,000,000);


 


(k)
Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business;


 


(l)
other unsecured Indebtedness in an aggregate principal amount not to exceed Five Hundred Thousand Dollars ($500,000) outstanding at any
time; and


 


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


 


“Permitted
Investments” are:


 


(a)
Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date;


 


(b)
(i) Investments consisting of cash and Cash Equivalents held in Borrower’s Collateral Accounts that are maintained in accordance
with Section 6.6 of this Agreement, and (ii) any other Investments permitted by Borrower’s investment policy, as amended from time
to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;


 


(c)
Investments 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 in which Collateral Agent has a perfected security interest, to the extent required by Section
6.6;


 


(e)
Investments in connection with Transfers permitted by Section 7.1;


 


(f)
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; not to exceed Two Hundred Fifty
Thousand Dollars ($250,000.00) in the aggregate for (i) and (ii) in any fiscal year;


 


(g)
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;


 


(h)
Investments (i) by a Borrower or a Guarantor in any other Borrower or Guarantor, (ii) by Subsidiaries (that are not a Borrower or a Guarantor)
in other Subsidiaries (that are not a Borrower or a Guarantor) or in Borrower or Guarantor; (iii) other than Investments in 4D Pharma
Leon SLU, by Borrower or a Guarantor in Subsidiaries that are not Borrowers or Guarantors, not to exceed Five Hundred Thousand Pounds
(£500,000) in the aggregate in any fiscal year, and (v) Investments in Borrower’s wholly owned Subsidiary, 4D Pharma Leon
SLU, not exceeding £3,500,000 in any given year;


 


(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 (h) shall not apply to Investments of Borrower in any Subsidiary;


 


(j)
non-cash Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive
licensing of technology, the development of technology or the providing of technical support; and


 


(k)
other Investments not exceeding Five Hundred Thousand Dollars ($500,000) in the aggregate in any fiscal year.


 




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“Permitted
Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, (B) non-exclusive and
exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course
of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or
is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face,
do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries,
as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in
the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of
the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed
licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result
in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to
territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments
or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit
Account that is maintained in accordance with Section 6.6 of this Agreement and (C) licenses existing as of the Effective Date and disclosed
on the Perfection Certificate without any amendments thereto after the Effective Date to the extent that such amendment would be either
material or constitute a transaction that by itself is prohibited under the terms of this Agreement.


 


“Permitted
Liens” are:


 


(a)
Liens existing on the Effective Date and disclosed on the Perfection Certificates 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)
liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided that
(i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition,
lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend
to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs,
financed by such Indebtedness;


 


(d)
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 Two Hundred and Fifty Thousand
Dollars ($250,000.00), 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;


 


(e)
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) and deposits to secure the performance of bids, tenders,
trade contracts, leases, government contracts, statutory obligations, surety, stay, customs and appeal bonds, performance and return
money bonds and other obligations of a like nature, in each case in the ordinary course of business (provided, however, the aggregate
amount of such deposits outstanding at any given time does not exceed One Hundred Thousand Dollars ($100,000.00));


 


(f)
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 any accessions or improvements
thereto and any proceeds thereof) and the principal amount of the indebtedness may not increase (except to the extent of any fees, premiums
or accrued interest thereon);


 




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(g)
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 Collateral
Agent or any Lender a security interest therein;


 


(h)
banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising
in connection with Borrower’s (i) deposit accounts or securities accounts held at such institutions solely to secure payment of
fees and similar costs and expenses and provided such accounts are maintained in compliance with Section 6.6(b) hereof and (ii) treasury,
depository or cash management services or automated cleaning house transfer of funds;


 


(i)
Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7;


 


(j)
easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial
in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with
the ordinary conduct of the business of the applicable Person;


 


(k)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods; provided, however, the aggregate amount of payments secured by such Liens shall not exceed One Hundred Thousand
Dollars ($100,000.00); and


 


(l)
Liens consisting of Permitted Licenses.


 


“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
Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary
prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:


 


(i)
for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date
of such Term Loan, three percent (3.00%) of the principal amount of such Term Loan prepaid;


 


(ii)
for a prepayment made after the date which is after the first anniversary of the Funding Date of such Term Loan through and including
the second anniversary of the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of the Term Loans prepaid;
and


 


(iii)
for a prepayment made after the date which is after the second anniversary of the Funding Date of such Term Loan and prior to the Maturity
Date, one percent (1.00%) of the principal amount of the Term Loans prepaid.


 


“Pro
Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded
to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate
outstanding principal amount of all Term Loans.


 


“Receiver”
shall have the meaning ascribed to it in the Irish Security Document and the Irish Share Pledge.


 




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“Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Required
Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective Date (each an “Original Lender”)
have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate
outstanding principal balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any
interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term
Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan,
(B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or
transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in
clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default
or similar occurrence with respect to such financing.


 


“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 President, Chief Executive Officer, or Chief Scientific Officer of Borrower acting alone.


 


“Scottish
Security Agreements” are (i) the security agreement governed by Scots law, dated as of the Effective Date, entered into by
Collateral Agent and Scottish Sub, granting a security interests and floating charges over the in the assets of the Scottish Sub to secure
the performance of the Obligations, as such agreement may be amended or amended and restated from time to time; and (ii) the security
agreement governed by Scots law, dated as of the Effective Date, entered into by Collateral Agent and Parent, granting a security interests
and floating charges over the in the assets of the Parent to secure the performance of the Obligations, as such agreement may be amended
or amended and restated from time to time.


 


“Second
Draw Period” is the period commencing on the Second Draw Period Commencement Date and ending on the earliest of (i) the date
that is forty five (45) days immediately after the commencement of the Second Draw Period Commencement Date and (ii) June 30, 2022; provided,
however, that the Second Draw Period shall not commence if on the Second Draw Period Commencement Date, an Event of Default has occurred
and is continuing or if the Second Draw Period Commencement Date is after June 30, 2022.


 


“Second
Draw Period Commencement Date” is the earliest date by which all of the following have been accomplished to Collateral Agent’s
reasonable satisfaction: (i) Borrower achieving (A) positive data, including at least a 10% observed clinical benefit, in the Phase II
trials of Borrower’s product candidate MRx0518 plus Keytruda in at least 20 patients with renal cell carcinoma (2 patients out
of 20) and (B) positive data, including at least a 10% observed clinical benefit, from the non-small cell lung cancer cohort of at least
10 patients (1 patient out of 10); (ii) first patient dosed in Borrower’s product candidate MRx0518’s Urothelial Carcinoma
Phase II trial in combination with Bavencio (avelumab); and (iii) Borrower’s product candidate Blautix advancing into a Phase 3
trial or Thetanix advancing into a Phase 2 trial, or Borrower achieving positive topline data sufficient to advance Borrower’s
product candidate MRx4DP0004 into Part B of the Phase I trial in asthma.


 


“Secured
Promissory Note” is defined in Section 2.4.


 


“Secured
Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower
to Lender and credits made thereto.


 




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“Securities
Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be
made.


 


“Shares”
is one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record
by Borrower or Borrower’s Subsidiary, in any Subsidiary.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Solvent”
is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition
costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions
in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature.


 


“Subordinated
Debt” is indebtedness incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its
Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory
to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor),
on terms acceptable to Collateral Agent and the Lenders.


 


“Subsidiary”
is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the
case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto, and
any withholding tax imposed under FATCA.


 


“Term
Loan” is defined in Section 2.2(a)(iii) hereof.


 


“Term
A Loan” is defined in Section 2.2(a)(i) hereof.


 


“Term
B Loan” is defined in Section 2.2(a)(ii) hereof.


 


“Term
C Loan” is defined in Section 2.2(a)(iii) hereof.


 





“Term
Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on
Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.


 


“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.


 


“Transfer”
is defined in Section 7.1.


 


“U.S.
Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“VAT”
means: (a) value added tax imposed by the United Kingdom Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council
Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (c) any other tax of a similar nature,
including, without limitation, goods and services tax, and whether imposed in a member state of the European Union in substitution for,
or levied in addition to, such tax referred to in (i) or (ii) above, or elsewhere.


 


“Warrants”
are those certain Warrants to Purchase Stock dated as of the Effective Date, or any date thereafter, issued by Borrower in favor of each
Lender or such Lender’s Affiliates.


 


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of Page Intentionally Left Blank]


 




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