Loan and Security Agreement



 Exhibit 10.35 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (this
“Agreement”) dated as of February 17, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314
(“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 RIB-X PHARMACEUTICALS, INC., a Delaware corporation with offices located at 300 George Street, Suite 301, New Haven, CT 06511 (“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 GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 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 Loan 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 Loan.

 (a) Availability. Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly,
to make the Term Loan to Borrower on the Effective Date in an aggregate amount up to Fifteen Million Dollars ($15,000,000) according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (the “Term
Loan”). After repayment, the Term Loan may be re-borrowed. 
 (b) Repayment. Borrower shall
make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of the 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 Effective Date, any initial partial monthly interest payment otherwise due for the period between the Funding Date of the Term Loan and the first Payment Date. Commencing on the Amortization Date,
and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and 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 thirty (30) months. All unpaid
principal and accrued and unpaid interest with respect to the Term Loan is due and payable in full on the Maturity Date. The Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). 

(c) Mandatory Prepayments. If the Term Loan is accelerated following the occurrence 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 Loan 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, if any, 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 Loan 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. 

  
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 (d) Permitted Prepayment of Term Loan. Borrower shall have the option, at any time,
to prepay all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least fifteen (15) 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 Loan
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, if any, 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 Loan shall accrue interest at a
fixed per annum rate (which rate shall be fixed for the duration of the applicable Term Loan) equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the applicable Term Loan, which interest shall be payable monthly in arrears
in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on the Term Loan commencing on, and including, the Funding Date of the Term Loan, and shall accrue on the principal amount outstanding under the Term Loan through and including the
day on which the Term Loan is paid in full. 
 (b) Default Rate. Immediately upon the occurrence and during the
continuance of an Event of Default, Obligations shall accrue interest at a fixed 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 consisting of twelve (12) months of thirty (30) days. 
 (d) Debit of Accounts. Collateral Agent and each
Lender may debit (or automated clearing house, i.e., ACH) any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account (but excluding any deposit account maintained solely for payroll, tax or
employee benefits payments), for principal and interest payments or, upon prior written notice to Borrower so long as no Event of Default has occurred and is continuing, 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 2:00 p.m. 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 Loan 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 the 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 the Term Loan or (as the case may be) the
receipt of such payment. The outstanding amount of the Term Loan set forth on such Lender’s Secured Promissory Note Record shall be, absent manifest error, 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 hereunder or under any Secured Promissory Note to make
payments of principal of or 

  
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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) Facility Fee. A fully earned, non-refundable facility fee of Seventy Five Thousand Dollars ($75,000) to be shared between the Lenders pursuant to their respective Commitment Percentages
(receipt of which hereby is acknowledged); 
 (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 
 (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 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto).
Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any such withholding or deduction from any such payment or other sum payable hereunder to the Lenders,
Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction,
each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon
request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such
withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall
survive the termination of this Agreement. 
  

	3.	CONDITIONS OF LOANS 


3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make the Term 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) duly executed original Loan
Documents to which Borrower or any of its Subsidiaries is a party; 
 (b) subject to Section 6.6(a), duly executed original
Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; 
 (c) duly
executed original Secured Promissory Notes in favor of each Lender in the original principal amount equal to such Lender’s Commitment Percentage of the Term Loan; 
 (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’
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; 

  
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 (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries;

 (f) the Annual Projections, for the current calendar year, receipt and sufficiency of which Collateral Agent and the Lenders
hereby acknowledge; 
 (g) 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; 
 (h) certified copies, dated as of date no
earlier than thirty (30) days prior to the Effective Date, of financing statement searches, 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; 
 (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ domestic leased locations; 

(j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary
maintains Collateral, as of the Effective Date, having a book value in excess of One Hundred Fifty Thousand Dollars ($150,000); 

(k) a subordination agreement, duly executed by each holder of Subordinated Debt; 

(l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; 

(m) 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; 

(n) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; and

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

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 Borrower’s representation and warranty on that date that the representations and
warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; 

  
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 (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. 

3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of the Term Loan
set forth in this Agreement, 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. Borrower 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. Borrower
represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of
this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, 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 Borrower, release its Liens in the Collateral and all rights therein shall
revert to Borrower. 
 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. 
  

	5.	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants to Collateral Agent and the Lenders as follows at all times: 
 5.1 Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of
organization or formation 

  
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and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property
requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower has delivered to Collateral Agent a completed perfection certificate
signed by an officer of Borrower or such Subsidiary (the “Perfection Certificate”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries exact legal name is that which is indicated on the Perfection
Certificate and on the signature page of each Loan Document to which it is a party, if applicable; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on the Perfection
Certificate; (c) the Perfection Certificate accurately sets forth each of the 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 Certificate pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that
Borrower may from time to time update certain information in the Perfection Certificate (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’ organizational documents, including its 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, in each case with respect to clauses (iii) and (iv), except where such conflict, violation or default could not reasonably be expected to cause a Material Adverse Change. 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. 

5.2 Collateral. 
 (a) Borrower has 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 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 Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security
interest therein. 
 (b) On the Effective Date, the Collateral is not in the possession of any third party bailee (such as a
warehouse) except as disclosed in the Perfection Certificate, and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000). None of the components of the
Collateral shall be maintained at locations other than as disclosed in the Perfection Certificate 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. 

  
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 (d) Borrower and each of its Subsidiaries is the sole (or, as noted on the Perfection
Certificate as of the Effective Date, joint) owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificate as of the Effective Date,
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 license or 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). Borrower shall, and shall cause its Subsidiaries to,
take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all licenses or agreements with respect to which Borrower or any
Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement,
whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and
such Lender’s rights and remedies under this Agreement and the other Loan Documents. 
 5.3 Litigation. Except as
disclosed on the Perfection Certificate, as of the Effective Date, 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 Fifty Thousand Dollars ($250,000). 
 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 GAAP, in all material respects the consolidated financial condition of
Borrower and its Borrower’s Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries; except that monthly financials (i) do not reflect the principles of GAAP which require fair value measurements of
preferred and common stock warrants and convertible notes payable to stockholders’ put rights at each period end, and the associated non-cash income statement impacts, in accordance with ASC 815 and (ii) do not contain footnotes and are
subject to standard year-end audit adjustments. 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. Borrower and each of its Subsidiaries is Solvent. 

5.6 Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under
Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding
company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor
any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used
by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of
its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently
conducted except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Change. 
 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


  
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Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, 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. 

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 has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and 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 reasonably 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”. As of the Effective Date, neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such
Subsidiaries’, 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. 
 5.9 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and
to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes 
 5.10 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). 
 5.11 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best
of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers. 

  
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	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 in their respective jurisdictions of organization and maintain qualification 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 Governmental Approvals necessary for the performance by Borrower and its
Subsidiaries of their respective businesses and obligations under the Loan Documents, except where the failure to obtain or keep could not reasonably be expected to cause a Material Adverse Change, and the grant of a security interest to Collateral
Agent for the ratable benefit of the Lenders in all of the Collateral. Except to the extent disclosed by Borrower in its public filings (in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), Borrower shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries. 

6.2 Financial Statements, Reports, Certificates. 
 (a) Deliver to each Lender: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income
statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries, for such month 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 fifty (150) 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 GAAP, consistently applied, together with
an unqualified opinion (except for a going concern qualification resulting from Borrower having less than twelve months of cash, so long as Borrower’s investors provide additional equity as needed to pay Borrower’s debt as they come due)
on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion (Collateral Agent acknowledging that PricewaterhouseCoopers LLP is acceptable); (iii) as soon as
available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day of each of Borrower’s fiscal years, Borrower’s financial projections for the entire current fiscal year
as approved by Borrower’s Board of Directors, which such annual 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 (including those for 2012, which Collateral Agent and Lenders acknowledge have not been approved by Borrower’s Board of Directors) presented to
Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days thereafter); (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 Exchange Act, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K
filed with the Securities and Exchange Commission, (vi) except to the extent disclosed in Borrower’s public filings, prompt 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 (provided that such notice shall not be provided more frequently than quarterly, unless an Event of Default
has occurred), and (C) Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; (vii) with the Compliance Certificate, but in any event no later
than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities 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 (viii) other financial 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. 

  
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 (b) Concurrently with the delivery of the financial statements specified in
Section 6.2(a)(i) above but 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 GAAP 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, if an Event of Default then
exists) 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, except for Inventory for which adequate reserves have been made. 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 Thousand Dollars ($200,000) individually or in
the aggregate in any calendar year. 
 6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely
file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and 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, and shall deliver to Lenders, promptly on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with 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. All such policies (or the loss payable and additional insured endorsements) shall
provide that the insurer shall endeavor to give Collateral Agent at least thirty (30) days notice before canceling, amending, or declining to renew its policy. 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; provided that any such
payment shall not constitute a prepayment hereunder, including without limitation for purposes of the Prepayment Fee. 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 One Hundred Fifty Thousand Dollars ($150,000) with respect to any loss, but not exceeding Three Hundred Thousand Dollars ($300,000), in the aggregate for all losses under all casualty
policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be
deemed Collateral in which 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. 

  
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 6.6 Operating Accounts. 

(a) Except as contemplated by Section 6.6(b), maintain all of Borrower’s and its Subsidiaries’ domestic Collateral Accounts
with Webster Bank in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that Borrower may maintain an account with State Street, which need not be subject to a Control Agreement, as long as such account contains
no more than One Thousand Dollars ($1,000) at any time. 
 (b) Borrower shall provide Collateral Agent five (5) days’
prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Webster Bank or State Street. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at
any time maintains, Borrower or such Subsidiary 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 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 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. 

(c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts located in the United
States in accordance with Sections 6.6(a) and (b). 
 (d) Collateral Agent and the Lenders agree not to give a notice of
exclusive control, entitlement order, or other similar directions or instructions under any Control Agreement unless an Event of Default has occurred. 
 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; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any
Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. Notwithstanding the foregoing, Borrower shall be permitted, and Collateral
Agent’s consent shall not be required in order for Borrower to (i) abandon patent prosecution that Borrower determines reasonable in its good faith business judgment, or (ii) execute disclaimer documents in the ordinary course of
business with respect to non-material Intellectual Property. 
 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, upon reasonable notice and at reasonable times (unless an Event of Default has
occurred), 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 Fifty Thousand Dollars ($250,000) 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 Intentionally Omitted. 

6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to
add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000) with, or deliver any portion of the Collateral with a value in
excess of Two Hundred Fifty Thousand Dollars ($250,000) to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and 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 creates or acquires any Subsidiary, Borrower shall promptly notify Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any
Lender 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 shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each
such 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 three (3) Business 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 reasonably be expected to cause a Material Adverse Change. 
 6.14 Right to Invest.
Borrower shall grant to each Lender a right to invest in Borrower’s future private equity rounds on the terms and conditions as more fully set forth in the Investment Letter. 

 

	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, dispose of or otherwise make cash payments
consisting of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) consisting of cash payments to trade creditors in the ordinary
course of business; (b) of Inventory in the ordinary course of business; (c) of worn-out or obsolete Equipment; (d) in connection with Permitted Indebtedness, Permitted Liens and Permitted Investments; (e) Permitted Licenses; and
(f) other Transfers to the extent the same are specifically reflected in the Annual Projections. 
 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 a replacement for such Key Person (including any interim replacement) is approved by Borrower’s Board of
Directors and engaged by Borrower within one hundred twenty (120) days of such change, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior
to the first such transaction own more than forty nine percent (49%) of the voting securities 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 (i) a public offering or (ii) a private placement of public equity or to venture capital or strategic/collaborative partners investors so long as 

  
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Borrower identifies to Collateral Agent the venture capital or strategic/collaborative partners investors prior to the closing of the transaction). Borrower shall not, without at least fifteen
(15) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000) in
assets or property of Borrower or any of its Subsidiaries); (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 such surviving Subsidiary is a “co-Borrower” hereunder or has provided a secured Guaranty of Borrower’s Obligations 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 that are
permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), 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 (other than repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director
or consultant stock option plans, or similar plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than Permitted
Investments, or permit any of its Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or indirectly
enter into or permit to exist any material transaction with any Affiliate of Borrower 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 and (b) equity investments by Borrower’s investors in Borrower or its
Subsidiaries. 
 7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the
terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof 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


  
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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. 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 (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money
laundering. 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. 
  

	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), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or Borrower violates any covenant in
Section 7; or 
 (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 ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within such ten (10) day period or cannot after diligent attempts by Borrower be
cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default,
and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). 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; 

  
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 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 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) Borrower or any of its Subsidiaries is or becomes
Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and 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 Two Hundred Fifty Thousand Dollars ($250,000) 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 Two Hundred Fifty Thousand Dollars ($250,000) (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 ten (10) 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; 
 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, (d) the death, liquidation, winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in
the perfection or priority of Collateral Agent’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a Material Adverse Change with respect to any Guarantor; 

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; or 

  
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 8.12 Lien Priority. Except for Liens permitted to be released or terminated
pursuant to this Agreement or the other Loan Documents, 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 which are permitted to have priority in accordance with the terms of this Agreement. 
  

	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 any Lender 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 at the written direction of the Required Lenders, 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. 
 (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 non-exclusive
license to enter and occupy any of its premises, without charge, as reasonably necessary solely 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, solely in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s
rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders; 

  
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 (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 hereby irrevocably 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. 
 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. 

  
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 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 the 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. 
 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, (i) 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; and (ii) 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 hereafter 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. 

  
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	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 electronic mail (if an email address is specified herein) facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if
hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or
facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 
  

					
		 	If to Borrower:	  	 RIB-X PHARMACEUTICALS, INC.

300 George Street, Suite 301
 New Haven, CT
06511
 Attn: Chief Financial Officer

Fax: (203) 624-5627

			
		 	 with a copy to (which
 shall not constitute
 notice):
	  	 Mintz, Levin, Cohn, Ferris, Glovsky and
 Popeo, P.C.
 One Financial Center
 Boston, MA 02111
 Attn: Meryl J. Epstein
 Fax: (617) 542-2241
 Email: MJEpstein@mintz.com

			
		 	If to Collateral Agent:	  	 OXFORD FINANCE LLC
 133
North Fairfax Street
 Alexandria, Virginia 22314
 Attention: Legal Department
 Fax: (703) 519-5225

			
		 	 with a copy to (which
 shall
not constitute
 notice):
	  	 DLA Piper LLP (US)
 4365
Executive Drive, Suite 1100
 San Diego, California 92121-2133
 Attn: Troy Zander
 Fax: (858) 638-5086


  

	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, 

  
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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. 
  

	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. 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 on the one hand and Borrower on the other hand (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such
Indemnified Person’s gross negligence or willful misconduct. 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 reasonable 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 

  
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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. 

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 the Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to the Term Loan (B) postpone the date fixed for, or
waive, any payment of principal of the Term Loan or of interest on the 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 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. 

  
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 (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. 
 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) 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 (it being understood that the Persons to whom such disclosure is made will be (and hereby are) informed of the confidential nature of such information); (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 following the occurrence of an Event of Default; 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 prior to the disclosure by Borrower to the Lenders and/or Collateral Agent, (ii) becomes
part of the public domain, through no fault or omission by Lenders and/or Collateral Agent after disclosure to the Lenders and/or Collateral Agent; or (iii) is disclosed to the Lenders and/or Collateral Agent by a third party under no
confidentiality obligation to Borrower, 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 in
accordance with the terms of this Agreement, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as neither the Collateral Agent nor any Lender discloses Borrower’s identity
or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. 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 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 

  
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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. 
 12.11
Intentionally Omitted. 
 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 the 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 the Term Loan Commitment or Term Loan may
reasonably request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of the 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. 
  

	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 January 1, 2013. 
 “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. 
 “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. 

  
 23 









 “Basic Rate” is, with respect to the Term Loan, the per annum rate of
interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) nine and ten hundredths percent (9.10%) and (ii) the sum of (a) the three (3) month U.S. LIBOR rate reported in the Wall Street
Journal three (3) Business Days prior to the Funding Date of the Term Loan, plus (b) eight and fifty two hundredths percent (8.52%). 
 “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, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated
national” or “blocked person” on the most current list published by OFAC or other similar list. 

“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. 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 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. 

“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. 

  
 24 









 “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. 
 “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 (i) 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, (ii) Borrower or such Subsidiary, and (iii) 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. 
 “Credit Extension” is the 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 XXXX, maintained with XXXX. 
 “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),
and in each case of clauses (i) through (iv), 

  
 25 









 
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. 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. 

“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. 
 “ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations. 
 “Event of Default” is defined in Section 8. 
 “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 the Term Loan, or
(c) the prepayment of the Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of the Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata
Shares. 
 “Final Payment Percentage” is four and one half percent (4.50%). 

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

  
 26 









 “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 in
respect of the Obligations. 
 “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. 
 “Indebtedness” is
(a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar
instruments, (c) capital lease obligations, and (d) Contingent Obligations. 
 “Indemnified Person”
is defined in Section 12.2. 
 “Insolvency Proceeding” is any proceeding by or against any Person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other
relief. 
 “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; 
 (d) any and all design rights which may be available to a 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. 

  
 27 









 “Investment Letter” is that certain letter agreement, dated as of the
Effective Date, in form and content reasonably acceptable to Collateral Agent and the Lenders. 
 “Key Person”
is each of Borrower’s (i) President and Chief Executive Officer, who is Mark Leuchtenberger as of the Effective Date, and (ii) Chief Scientific Officer, who is Erin M. Duffy, Ph.D. 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 or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents. 
 “Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or
otherwise against any property. 
 “Loan Documents” are, collectively, this Agreement, the Warrants, the
Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the Post Closing Letter, the Investment Letter, each Guaranty, 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. 

“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) of Borrower; or (c) a material impairment of the prospect of repayment
of any portion of the Obligations. 
 “Maturity Date” is the date which is twenty-nine (29) months
after the Amortization Date with respect to the Term Loan. 
 “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 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. 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of
State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form,
(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto. 

  
 28 









 “Payment Date” is the first (1st) calendar day of each calendar month, commencing on
April 1, 2012. 
 “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 Two Hundred Fifty Thousand Dollars ($250,000) 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 incurred as a result of endorsing negotiable instruments
received in the ordinary course of Borrower’s business; 
 (g) Other unsecured Indebtedness incurred in the ordinary course
of business in an aggregate principal amount not to exceed at any time One Hundred Thousand Dollars ($100,000); and 
 (h)
extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) 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 Equivalents, and (ii) any 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; 

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

(f) Investments by Borrower in Rib-X (UK) not to exceed Ten Thousand Dollars ($10,000) in the aggregate in any fiscal year; 

(g) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the
ordinary course of business, and (ii) loans to employees, officers or directors 

  
 29 









 
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
One Hundred Thousand Dollars ($100,000) in the aggregate at any time during the term hereof; 
 (h) Investments (including debt
obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

 (i) Investments held in any Collateral Account subject to a Control Agreement; 

(j) Non-cash Investments in joint ventures, strategic alliances, licensing and similar arrangements customary in Borrower’s industry
and which do not require Borrower to assume or otherwise become liable for the obligations of any third party not directly related to or arising out of such arrangement or, require Borrower to transfer ownership of non-cash assets to such joint
venture or other entity except as otherwise permitted hereunder; 
 (k) Investments consisting of ownership interests in
Subsidiaries formed pursuant (and subject) to Section 6.12; and 
 (l) 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 (i) shall not apply to Investments of Borrower in any Subsidiary. 

“Permitted Licenses” are (A) licenses disclosed in the Perfection Certificate as of the Effective Date; and
(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, (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, (y) any such license is made in connection with a bona fide corporate collaboration or partnership, and is approved by Borrower’s (or the
applicable Subsidiary’s) board of directors, and (z) 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
credited, paid and/or deposited into a Deposit Account that is governed by a Control 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 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; 

  
 30 









 (d) Statutory liens securing claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other Persons imposed without action of such parties and in the ordinary course of business, provided that the aggregate amount of the obligations secured by such Liens does not at any time exceed One Hundred Thousand
Dollars ($100,000); 
 (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); 
 (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
the principal amount of the indebtedness may not increase; 
 (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 made in the ordinary course of business arising in connection with Borrower’s 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; 
 (i) Liens arising from judgments, decrees or
attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7; and 
 (j) 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. 

“Post Closing Letter” is that certain Post Closing Letter dated as of the Effective Date by and among Collateral Agent,
the Lenders and Borrower. 
 “Prepayment Fee” is, with respect to the 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 the Term Loan through and including the first anniversary of the Funding Date of the Term Loan, three percent (3.00%) of the principal amount
of the Term Loan prepaid; 
 (ii) for a prepayment made after the date which is after the first anniversary of the Funding Date
of the Term Loan through and including the second anniversary of the Funding Date of the Term Loan, two percent (2.00%) of the principal amount of the Term Loan prepaid; and 

(iii) for a prepayment made after the date which is after the second anniversary of the Funding Date of the Term Loan, one percent
(1.00%) of the principal amount of the Term Loan 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 Loan held by such Lender by the aggregate outstanding principal
amount of all Term Loan. 

  
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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 
 “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 respective 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, sixty-six percent (66%) or more
of the aggregate outstanding principal balance of the Term Loan, plus, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its respective Term Loan, (B) each assignee of an
Original Lender provided such assignee was assigned or transferred and continues to hold one hundred percent (100%) of the assigning Original Lender’s interest in the Term Loan and (C) any Person or party providing financing to an
Original Lender or formed to undertake a securitization transaction with respect to an Original Lender 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 (in each case in respect of clauses (A), (B) and (C) of this clause (ii), whether or not such Lender is included within the Lenders holding sixty-six percent (66%) of the Term Loan); provided,
however, that notwithstanding the foregoing, for purposes of Section 9.1(b) hereof, “Required Lenders” means (i) for so long as all Original Lenders retain one hundred percent (100%) of their interests in their
respective 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, sixty-six percent (66%) or more of the aggregate outstanding principal balance of the Term Loan, plus, in respect of this clause (ii), each Original Lender that has not assigned or transferred any portion of its
respective Term Loan (in each case in respect of this clause (ii), whether or not such Original Lender is included within the Lenders holding sixty-six percent (66%) of the Term Loan). For purposes of this definition only, a Lender shall be
deemed to include itself, and any Lender that is an Affiliate or Approved Fund of such Lender. 
 “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 Financial Officer of Borrower acting
alone. 
 “Rib-X (UK)” means Rib-X Therapeutics, Limited, an entity organized under the laws of England and
Wales and a wholly-owned Subsidiary of Borrower. 
 “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. 
 “Securities Account” is any
“securities account” as defined in the Code with such additions to such term as may hereafter be made. 

“Solvent” is, with respect to any Person: (i) the fair salable value of such Person’s consolidated assets
(including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; (ii) such Person is not left with unreasonably small capital after the transactions in this Agreement; and (iii) such Person is able to
pay its debts (including trade debts) as they mature; provided that, with respect to Borrower, clauses (i) and (iii) of the definition of “Solvent” shall exclude the Subordinated Debt to which Borrower is indebted on the
Effective Date. 
 “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. 

  
 32 









 “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 one or more of Affiliates of such Person; provided, however,
that “Subsidiary” shall not include any person in which Borrower’s senior executive officers or, for the avoidance of doubt, Warburg Pincus Private Equity VIII, L.P. owns any such equity interest, other than those subsidiaries of
Borrower. 
 “Term Loan” is defined in Section 2.2(a) hereof. 

“Term Loan Commitment” is, for any Lender, the obligation of such Lender to make the 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. 
 “Transfer” is defined in Section 7.1. 

“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. 
 [Balance of Page Intentionally Left
Blank] 

  
 33 









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

			
	BORROWER:
	
	RIB-X PHARMACEUTICALS, INC.
		
	By	 	 /s/ Robert A. Conerly

	Name:	 	Robert A. Conerly
	Title:	 	CFO
	
	COLLATERAL AGENT AND LENDER:
	
	OXFORD FINANCE LLC
		
	By	 	 /s/ Mark Davis

	Name:	 	Mark Davis
	Title:	 	Vice President – Finance, Secretary & Treasurer

 [Signature Page to Loan and Security Agreement]








 SCHEDULE 1.1 
 Lenders and Commitments 
 Term Loan 

 

									
	 Lender
	  	Term Loan Commitment	 	  	Commitment Percentage	 
	 OXFORD FINANCE LLC
	  	$	15,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	15,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 








 EXHIBIT A 
 Description of Collateral 
 The Collateral consists of all of Borrower’s right,
title and interest in and to the following personal property: 
 All goods, Accounts (including health-care receivables),
Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes),
chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities (except
as noted below), and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 
 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 
 Notwithstanding
the foregoing, the Collateral does not include: 
 (i) more than 65% of the total combined voting power of all classes of stock
entitled to vote the shares of capital stock (the “Shares”) of any Subsidiary of Borrower which is not an entity organized under the laws of the United States or any territory thereof, if Borrower demonstrates to Collateral Agent’s
reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; 

(ii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property.
If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual
Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other
property of Borrower that are proceeds of the Intellectual Property; or 
 (iii) any interest of Borrower in equipment subject
to a Lien which is a Permitted Lien, securing Indebtedness not to exceed $250,000 in the aggregate at any time, provided Borrower is prohibited by the terms of any agreement related to the financing of such equipment from granting a security
interest in such equipment or under which such an assignment or Lien would cause a default to occur thereunder (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-407(a) (or any other section) of
Division 9 of the Code); provided, however, that upon termination of such prohibition or release of any such Lien, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and
shall be subject to the security interest granted hereunder without any action by Borrower or Collateral Agent. 
 Pursuant to
the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property. 







 EXHIBIT B 
 Form of Disbursement Letter 
 [See attached] 







 DISBURSEMENT LETTER 
 The undersigned, being the duly elected and acting of RIB-X PHARMACEUTICALS, INC., a Delaware corporation with offices located at 300 George Street, Suite 301, New Haven, CT 06511
(“Borrower”), does hereby certify to OXFORD FINANCE LLC, (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and
Security Agreement dated as of February 17, 2012, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings
ascribed thereto in the Loan Agreement) that: 
 1. The representations and warranties made by Borrower in Section 5 of the
Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof. 
 2. No
event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document. 

3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 

4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof
have been satisfied or waived by Collateral Agent. 
 5. No Material Adverse Change has occurred. 

6. The undersigned is a Responsible Officer. 
 [Balance of Page Intentionally Left Blank] 







 7. The proceeds of the Term Loan shall be disbursed as follows: 

 

					
	 Disbursement from Oxford:
	  			
	 Loan Amount
	  	$	15,000,000	  
	 Plus:
	  			
	 —Deposit Received
	  	$	75,000	  
		
	 Less:
	  			
	 —Facility Fee
	  	$	(75,000	) 
	 —Interim Interest
	  	$	(49,291.67	) 
	 —Lender’s Legal Fees
	  	$	(58,267.55	)* 
		
	 Net Proceeds due from Oxford:
	  	$	14,892,440.78	  

 8. The Term Loan shall amortize in accordance with the Amortization Table(s) attached hereto. 

9. The aggregate net proceeds of the Term Loan shall be transferred to the Designated Deposit Account as follows: 

 

			
	Account Name:	  	Rib-X Pharmaceuticals, Inc.
		
	Bank Name:	  	XXXXXXXXXXXXX
		
	Bank Address:	  	XXXXXXXXXXXXX
		
	Account Number:	  	XXXXXXXXXXXXX
		
	ABA Number:	  	XXXXXXXXXXXXX
		
	For credit to:	  	 Rib-X Pharmaceuticals, Inc.

300 George St., Suite 301
 New Haven, CT
06511


 [Balance of Page Intentionally Left Blank] 

 

	*	Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing.



  








 Dated as of the date first set forth above. 
 BORROWER: 
  

			
	 RIB-X PHARMACEUTICALS, INC.

		
	 By
	 	 /s/ Robert A. Conerly

	 Name:
	 	 Robert A. Conerly

	 Title:
	 	 CFO

	
	 COLLATERAL AGENT AND LENDER:

	
	 OXFORD FINANCE LLC

		
	 By
	 	 /s/ Mark Davis

	 Name:
	 	 Mark Davis

	 Title:
	 	 Vice President – Finance, Secretary & Treasurer


 [Signature Page to Disbursement Letter] 







 AMORTIZATION TABLE 

(Term Loan) 

[to be provided] 







 EXHIBIT C 
 Compliance Certificate 
  

					
	TO:	  		  	OXFORD FINANCE LLC, as Collateral Agent and Lender
	  
 FROM:
	  		  	  
 RIB-X PHARMACEUTICALS, INC.


 The undersigned authorized officer (“Officer”) of RIB-X PHARMACEUTICALS, INC.
(“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan
Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement), 
 (i)
Borrower is in complete compliance for the period ending            with all required covenants except as noted below; 
 (ii) There are no Events of Default, except as noted below; 
 (iii) Except as noted below, all
representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (i), above; 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. 
 (iv) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax
returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to
the terms of Section 5.8 of the Loan Agreement; 
 (v) No Liens have been levied or claims made against Borrower or any of its Subsidiaries
relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent. 

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached
financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of
(x) unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements and (y) monthly financial statements, subject to Section 5.4 of the Loan Agreement.

 Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under
“Complies” column. 
  

											
	  	  	 Reporting Covenant
	  	 Requirement
	  	 Complies

	1)	  	Financial statements	  	Monthly within 30 days	  	Yes	  	No	  	N/A
						
	2)	  	Annual (CPA Audited) statements	  	Within 150 days after Fiscal Year End	  	Yes	  	No	  	N/A
						
	3)	  	Annual Financial Projections/Budget (prepared on a monthly basis)	  	Annually (w/n 30 days of FYE), and when revised	  	Yes	  	No	  	N/A









													
	4)	  	A/R & A/P agings	  	If applicable	  		  	Yes	  	No	  	N/A
							
	5)	  	8-K, 10-K and 10-Q Filings	  	If applicable, within 5 days of filing	  		  	Yes	  	No	  	N/A
							
	6)	  	Compliance Certificate	  	Monthly within 30 days	  		  	Yes	  	No	  	N/A
							
	7)	  	IP Report	  	when required per Section 6.2(a)(vi)	  		  	Yes	  	No	  	N/A
							
	8)	  	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period	  		  	$            	  		  		  	
							
	9)	  	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	  		  	$            	  		  		  	

  

													
			
		  	 Deposit and Securities
 Accounts
	  	(Please list all accounts; attach separate sheet if additional space needed)
					
	  	  	 Bank
	  	 Account Number
	  	 New Account?
	  	 Acct Control

Agmt in place?

	 1)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 2)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 3)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 4)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 5)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 6)
	  		  		  	Yes	  	No	  	Yes	  	No
							
		  	Financial Covenants	  		  		  		  		  	
							
		  	None	  		  		  		  		  	
							
		  	Other Matters	  		  		  		  		  	

  

																	
		 		  	Have there been any changes in management since the last Compliance Certificate?	  	Yes	  	No	  		  		  	
		 		  	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	Yes	  	No	  		  		  	









																													
		 	 Have there been any new or pending claims or causes of action against

Borrower that involve more than $100,000?
	 	Yes    	 		 		 	No	 		 		 		 		 	
															
		 	 Exceptions
  
	 		 		 		 		 		 		 		 		 		 		 		 		 	
		 	Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional
space needed.)	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 	 		 		 		 		 		 		 		 		 		 		 		 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 	 		 		 		 		 		 		 		 		 		 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
													
		 		 		 		 		 		 		 		 		 		 		 		 	
		 		 		 	                             
                   	 		 		 	 LENDERS USE
 ONLY
	 	 	 	 	 	 	 	 	 	 	 	 	 	
		 	 RIB-X

PHARMACEUTICALS,
 INC.
	 		 	  DATE	 		 		 		 		 		 		 		 		 		 	 	 	
		 	By:                            
                     	 		 		 		 		 	 Received by:
	 	              	 		 		 	Verified by:	 		 	           	 	
							 							 	
		 	Name:                             
              	 		 		 		 		 		 		 		 		 		 		 		 	 	 	
		 	Title:                            
                 	 		 		 		 		 	Date:	 		 		 		 	Date:	 		 	 	 	
		 		 		 		 		 		 		 	              	 		 		 		 		 		 	 	 	
		 		 		 		 		 		 		 		 		 		 		 	           	 	
							 					 	
		 		 		 		 		 		 	Compliance Status	 		 		 	Yes   	 		 	  No  	 	
		 		 		 		 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	








 EXHIBIT D 
 Secured Promissory Notes 
 [See attached] 







 SECURED PROMISSORY NOTE 

(Term Loan – Note 1) 
  

					
	$9,000,000	  		  	Dated: February 17, 2012        

 FOR VALUE RECEIVED, the undersigned, RIB-X PHARMACEUTICALS, INC., a Delaware corporation with offices
located at 300 George Street, Suite 301, New Haven, CT 06511 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of NINE MILLION DOLLARS ($9,000,000) or such lesser amount
as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement
dated February 17, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein
shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with respect to the Term
Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable
thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. 
 This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of
the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan
and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of
protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of
Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York. 
 The ownership of an interest in this Note shall be registered on a record of ownership
maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the
transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	BORROWER:
	
	RIB-X PHARMACEUTICALS, INC.
		
	By	 	 /s/ Robert A. Conerly

	Name:	 	Robert A. Conerly
	Title:	 	CFO


 Oxford Finance LLC 
 Secured Promissory Note 1 







 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	 Principal

Amount
	  	 Interest Rate
	  	 Scheduled

Payment Amount
	  	 Notation By









 SECURED PROMISSORY NOTE 

(Term Loan – Note 2) 
  

			
	$6,000,000	  	Dated: February 17, 2012

 FOR VALUE RECEIVED, the undersigned, RIB-X PHARMACEUTICALS, INC., a Delaware corporation with offices
located at 300 George Street, Suite 301, New Haven, CT 06511 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of SIX MILLION DOLLARS ($6,000,000) or such lesser amount
as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement
dated February 17, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein
shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with respect to the Term
Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable
thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. 
 This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of
the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid principal amount of the Term Loan, interest on the Term Loan
and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of
protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of
Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York. 
 The ownership of an interest in this Note shall be registered on a record of ownership
maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the
transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	BORROWER:
	
	RIB-X PHARMACEUTICALS, INC.
		
	By	 	 /s/ Robert A. Conerly

	Name:	 	Robert A. Conerly
	Title:	 	CFO


 Oxford Finance LLC 
 Secured Promissory Note 2 







 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	 Principal

Amount
	  	 Interest Rate
	  	 Scheduled

Payment Amount
	  	 Notation By