Exhibit
10.15


 


MASTER SECURITY AGREEMENT

No. 8081150

Dated as of January 16, 2009 (“Agreement”)


 


THIS AGREEMENT is among Oxford Finance Corporation (together with
its successors and assigns, if any, “Secured Party”)  and Ironwood
Pharmaceuticals, Inc. (“Ironwood”)
and Microbia, Inc. (“Microbia”) (Ironwood and Microbia are
jointly and severally, individually and collectively, the “Debtor”).  Secured Party
has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a
corporation organized and existing under the laws of the state of Delaware.
Ironwood’s mailing address and chief place of business is 320 Bent Street
Cambridge, MA 02141. Microbia’s mailing address and chief place of business is
60 Westview Street Lexington, MA 02421.


 


1.                   CREATION
OF SECURITY INTEREST.


 


Debtor
grants to Secured Party, its successors and assigns, a security interest in and
against all property listed on any collateral schedule now or in the future
annexed to or made a part of this Agreement (“Collateral Schedule”), and in and against all
additions, attachments, accessories and accessions to such property, all
substitutions, replacements or exchanges therefore, and all insurance and/or
other proceeds thereof (all such property is individually and collectively
called the “Collateral”).  This security
interest is given to secure the payment and performance of all debts,
obligations and liabilities of any kind whatsoever of Debtor to Secured Party,
now existing or arising in the future, including but not limited to the payment
and performance of certain Promissory Notes from time to time identified on any
Collateral Schedule (collectively “Notes” and each a “Note”),  and any renewals, extensions
and modifications of such debts, obligations and liabilities (such Notes,
debts, obligations and liabilities are called the “Indebtedness”).  Debtor
acknowledges that, notwithstanding that the Note(s) may be paid in full,
this Security Agreement shall continue to secure the payment and performance of
all other debts, fees, obligations and liabilities of any kind whatsoever of
Debtor to Secured Party, now existing or arising in the future, and that
Secured Party shall be under no obligation to release the Collateral unless and
until all Indebtedness of Debtor to Secured Party has been paid and satisfied;
provided, however, Secured Party, in its sole and exclusive discretion, may
elect to release some of the Collateral without prejudice to Secured Party’s
security interest in the remaining Collateral.


 


2.                   REPRESENTATIONS,
WARRANTIES AND COVENANTS OF DEBTOR.


 


Debtor represents, warrants and covenants as of the date of this
Agreement and as of the date of each Collateral Schedule that:


 


(a)          Due Organization. Debtor’s exact
legal name is as set forth in the preamble of this Agreement and Debtor is, and
will remain, duly organized, existing and in good standing under the laws of
the State set forth in the preamble of this Agreement, has its chief executive
offices at the location specified in the preamble, and is, and will remain duly
qualified and licensed in every jurisdiction wherever necessary to carry on its
business and operations;


 


(b)         Power and
Capacity to Enter Into and Perform Obligations. Debtor has adequate power
and capacity to enter into, and to perform its obligations under this Agreement,
each Collateral Schedule, each Note and any other documents evidencing, or
given in connection with, any of the Indebtedness (all of the foregoing are
called the “Debt Documents”);


 


(c)          Due Authorization. This Agreement
and the other Debt Documents have been duly authorized, executed and delivered
by Debtor and constitute legal, valid and binding agreements enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws;


 


(d)         Approvals and Consents. No approval,
consent or withholding of objections is required from any governmental
authority or instrumentality with respect to the entry into, or performance by
Debtor of any of the Debt Documents, except any already obtained;


 


(e)          No Violations or Defaults. The entry
into, and performance by, Debtor of the Debt Documents will not (i) violate
any of the organizational documents of Debtor or any judgment, order, law or
regulation applicable to Debtor, or (ii) result in any breach of or
constitute a default under any contract to which Debtor is a party, or result
in the creation of any lien, claim or encumbrance on any of Debtor’s property
(except for liens in favor of Secured Party) pursuant to any indenture, mortgage,
deed of trust, bank loan, credit agreement, or other agreement or instrument to
which Debtor is a party;


 


(f)            Litigation. There are no
suits or proceedings pending in court or before any commission, board or other
administrative agency against or affecting Debtor which
could, in the aggregate, have a material adverse effect on Debtor, its business
or operations, or its ability to perform its obligations under the Debt
Documents, nor does Debtor have reason to believe that any such suits or
proceedings are threatened;


 





 


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


 


(h)         Financial Statements Prepared
In Accordance with GAAP. All financial statements delivered to
Secured Party in connection with the Indebtedness have been prepared in
accordance with Generally Accepted Accounting Principles (“GAAP”), and since the
date of the most recent financial statement, there has been no material adverse
change in Debtor’s financial condition;


 


(i)             Use of Collateral. The Collateral
is not, and will not be, used by Debtor for personal, family or household
purposes;


 


(j)             Collateral in Good Condition
and Repair. The Collateral is, and will remain, in good
condition and repair and Debtor will not be negligent in its care and use;


 


(k)          Location of Collateral. All of the
tangible Collateral is located at the locations set forth on each Collateral
Schedule. Debtor shall give the Secured Party 30 days prior written notice of
any relocation of any Collateral except that Debtor shall have the right to
relocate any Collateral to or from its location at 301 Binney Street, Cambridge
with 10 days prior notice to Secured Party.


 


(l)             Ownership of Collateral. Debtor is, and
will remain, the sole and lawful owner, and in possession of, the Collateral,
and has the sole right and lawful authority to grant the security interest
described in this Agreement;


 


(m)       Encumbrances. The Collateral
is, and will remain, free and clear of all liens, claims and encumbrances of
any kind whatsoever, except for Permitted Liens;


 


(n)         Intellectual Property Rights. Debtor will (i) protect,
defend and maintain the validity and enforceability of the Intellectual
Property and promptly advise Secured Party in writing of material infringements
and (ii) not allow any Intellectual Property material to Debtor’s business
to be abandoned, forfeited or dedicated to the public without Secured Party’s
written consent.


 


(o)         Taxes. All federal,
state and local tax returns required to be filed by Debtor have been filed with
the appropriate governmental agencies and all taxes, assessments and other
liabilities due and payable by Debtor have been timely paid except as contested
in good faith and by appropriate proceedings and for which adequate reserves
have been established;


 


(p)         No Defaults. No event or
condition exists under any material agreement, instrument or document relating
in each case to Indebtedness for borrowed money in an outstanding amount in
excess of $250,000, to which Debtor is a party or may be subject, or by which
Debtor or any of its properties are bound, which constitutes a default or an
event of default thereunder, or, with the giving of notice, passage of time, or
both, would constitute a default or event of default thereunder, and which
gives the obligee thereunder the right to accelerate any such Indebtedness;
except, however, that Debtor shall have 14 days to correct any disputes with
trade creditors contested in good faith and by appropriate proceedings.;


 


(q)         Certification of Financial
Information. All reports, certificates, schedules, notices and
financial information submitted by Debtor to the Secured Party pursuant to this
Agreement shall be certified as true and correct by the president or chief
financial officer of Debtor;


 


(r)            Notice of Material Adverse
Change. Debtor shall give the Secured Party prompt written notice of any
event, occurrence or other matter which (a) has resulted or may result in
a material adverse change in its financial condition, business operations,
product development, technology, or business or contractual relations with
third parties of Debtor, or (b) which would materially impair the ability
of Debtor to perform its obligations hereunder or under any of the other financing
agreements to which it is a party, or (c) which would impair the ability
of Secured Party to enforce the Indebtedness or realize upon the Collateral.


 


(s)          Change in Management. Debtor shall
not, without giving the Secured Party at least 14 days’ prior written notice, change
the persons holding the offices of Chief Executive Officer or Chief Financial
Officer.


 


(t)            Transactions with Affiliates. Debtor shall
not, without the prior written consent of Secured Party, directly or indirectly
enter into or permit to exist any material transaction with any Affiliate of
Debtor, except for transactions between Ironwood and Microbia and except for
transactions that are in the ordinary course of Debtor’s business, upon fair and
reasonable terms that are no less favorable to Debtor than would be obtained in
an arm’s length transaction with a nonaffiliated Person.


 


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(u)             Audits. At any time
prior to a default hereunder, Debtor shall allow Secured Party to audit Debtor’s
Collateral at Debtor’s expense subject to a cap of $2500 per audit. Such audits
will be conducted no more often than every six (6) months unless a default
has occurred and is continuing.


 


(v)             Perfection Certificate. Debtor has
previously delivered to the Secured Party a certificate signed by the Debtor
and entitled “Perfection Certificate” (the “Perfection
Certificate”).  The Debtor represents and
warrants to the Secured Party as follows: (a) the Debtor’s exact legal
name is that indicated on the Perfection Certificate and on the signature page hereof,
(b) the Debtor is an organization of the type, and is organized in the
jurisdiction set forth in the Perfection Certificate, (c) the Perfection
Certificate accurately sets forth the Debtor’s organizational identification
number or accurately states that the Debtor has none, (d) the Perfection
Certificate accurately sets forth the Debtor’s place of business or, if more
than one, its chief executive office, as well as the Debtor’s mailing address,
if different, (e) all other information set forth on the Perfection
Certificate pertaining to the Debtor is accurate and complete, and (f) that
there has been no change in any information provided in the Perfection
Certificate since the date on which it was executed by the Debtor.


 


(w)           Primary Account and Wire
Transfer Instructions. Ironwood maintains its Primary Account (the “Primary Operating Account”) and the Wire Transfer Instructions for the Primary Operating Account are
as follows:


 


Silicon
Valley Bank


3005
Tasman Drive


Santa
Clara, CA 95054


ABA
No.: 121140399


Account
No.: 3300071185


Account
Name: Ironwood Pharmaceuticals, Inc.


 


Microbia
maintains its Primary Account (the “Primary
Operating Account”) and the Wire Transfer Instructions for the Primary
Operating Account are as follows:


 


Silicon
Valley Bank


3005
Tasman Drive


Santa
Clara, CA 95054


ABA
No.: 121140399


Account
No.: 3300542379


Account
Name: Microbia Precision Engineering, Inc.


 


Ironwood
and Microbia hereby agree that Loans will be advanced to their respective
account specified above and regularly scheduled payments and interim interest
due Secured Party by Borrower under the Debt Documents will be automatically
debited from the same account. Any other amounts due hereunder shall be
separately invoiced to Debtor.


 


(x)               Right to Invest. Debtor hereby
grants to Secured Party a right (but not an obligation) to invest up to
$750,000 in each of the Debtor’s Subsequent Financings on the same terms,
conditions and pricing offered to the lead investor of such financing. Debtor
shall give Secured Party at least thirty (30) days prior written notice of each
Subsequent Financing containing the terms, conditions and pricing of each
Subsequent Financing. As used herein, “Subsequent
Financing” shall mean the next and any future round of private equity
financing in which the Debtor receives, in the aggregate, at least
$2,000,000.00 of gross cash proceeds (excluding any bridge debt financing
except to the extent actually converted to equity in the Debtor).


 


3.              COLLATERAL.


 


The
Debtor, covenants and agrees that, so long as any of the Debt Documents shall
remain in effect, or unless the Secured Party shall otherwise consent in
writing:


 


(a)          Possession of Collateral;
Inspection of Collateral. Until the declaration of any default, Debtor
shall remain in possession of the Collateral; except that Secured Party shall
have the right to possess (i) any chattel paper or instrument that
constitutes a part of the Collateral, and (ii) any other Collateral in
which Secured Party’s security interest may be perfected only by possession.
Secured Party may inspect any of the Collateral during normal business hours
after giving Debtor reasonable prior notice. Debtor is notified hereby that
Secured Party shall inspect the Collateral set forth in each Collateral Schedule
within seven (7) days following the date of each funding of a Collateral
Schedule.


 


(b)         Maintenance of Collateral. Debtor shall (i) use
the Collateral only in its trade or business, (ii) maintain all of the
Collateral in good operating order and repair, normal wear and tear excepted, (iii) use
and maintain the Collateral only in compliance with manufacturers
recommendations and all applicable laws, and (iv) keep all of the
Collateral free and clear of all liens, claims and encumbrances (except for
Permitted Liens).


 


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(c)          Disposition of Collateral. Except with
the prior written consent of Secured Party, Debtor agrees it shall not (i) part
with possession of any of the Collateral (except to Secured Party or for
maintenance and repair), (ii) remove any of the Collateral from the
continental United States, or (iii) sell, rent, lease, mortgage, license,
grant a security interest in or otherwise transfer or encumber (except for
Permitted Liens) any of the Collateral.


 


(d)         Taxes. Debtor shall
pay promptly when due all taxes, license fees, assessments and public and
private charges levied or assessed on any of the Collateral, on its use, or on
this Agreement or any of the other Debt Documents, unless Debtor shall be contesting
any such payment in good faith and by appropriate proceedings and for which
adequate reserves have been established. At its option, after reasonable
written notice to Debtor, Secured Party may discharge taxes, liens, security
interests or other encumbrances at any time levied or placed on the Collateral
and may pay for the maintenance, insurance and preservation of the Collateral
and effect compliance with the terms of this Agreement or any of the other Debt
Documents. Debtor agrees to reimburse Secured Party, on demand, all reasonable
costs and expenses incurred by Secured Party in connection with such payment or
performance and agrees that such reimbursement obligation shall constitute
Indebtedness.


 


(e)          Books and Records. Debtor shall,
at all times, keep accurate and complete records of the Collateral, and Secured
Party shall have the right to inspect and make copies of all of Debtor’s books
and records relating to the Collateral during normal business hours, after
giving Debtor reasonable prior notice.


 


(f)            Third Party Possession of
Collateral. Debtor agrees and acknowledges that any third
person who may at any time possess all or any portion of the Collateral shall
be deemed to hold, and shall hold, the Collateral as the agent of, and as
pledge holder for, Secured Party. Secured Party may at any time give notice to
any third person described in the preceding sentence that such third person is
holding the Collateral as the agent of, and as pledge holder for, the Secured
Party.


 


(g)         Change of Address, Name or
Jurisdiction. The Debtor has not at any time within the past four
(4) months either changed its name or changed the state of jurisdiction in
which it is organized and existing, other than Microbia’s corporate name change
from Microbia Precision Engineering, Inc. to Microbia, Inc. as of December 29,
2008, nor has it maintained its chief executive office or any of the Collateral
at any other location, except as set forth above, and shall not do so hereafter
except upon prior written notice to the Secured Party. The Secured Party shall
be entitled to rely upon the foregoing unless it receives 14 days’ advance
written notice of a change in the Debtor’s name, state of jurisdiction, address
of the Debtor’s chief executive offices or location of the Collateral.


 


(h)         Fixtures. The Debtor
shall not permit any item of the Collateral to become a fixture to real estate
or an accession to other property without the prior written consent of the
Secured Party, and the Collateral is now and shall at all times remain personal
property except with the Secured Party’s prior written consent. If any of the
Collateral is or will be attached to real estate in such a manner as to become
a fixture under applicable state law and if such real estate is encumbered, the
Debtor will obtain from the holder of each Lien or encumbrance a written
consent and subordination to the security interest hereby granted, or a written
disclaimer of any interest in the Collateral, in a form acceptable to the
Secured Party.


 


(i)             Distributions. Debtor shall
not (i) pay any dividends or make any distributions on its equity
securities; (ii) purchase, redeem, retire, defease or otherwise acquire
for value any of its equity securities (other than repurchases pursuant to the
terms of employee stock purchase plans, employee restricted stock agreements or
similar arrangements in an aggregate amount not to exceed One Million Dollars
($1,000,000)); (iii) return any capital to any holder of its equity
securities; (iv) make any distribution of assets, equity securities,
obligations or securities to any holder of its equity securities, except that
nothing herein shall prohibit, limit or condition any (A) transaction
described in subsection (1) below, (B) any equity investment in
Debtor by any other Debtor or any Affiliate of Debtor or any third party as
approved by the board(s) of the appropriate Debtor, or (C) board
approved grant of stock options or issuance of any equity security, including
restricted or other stock; or (v) set apart any sum for any such purpose; provided,
however, Debtor may pay dividends payable solely in common stock.


 


(j)             Indebtedness Payments. Debtor shall
not (i) prepay, redeem, purchase, defease or otherwise satisfy in any
manner prior to the scheduled repayment thereof any Additional Indebtedness for
borrowed money or lease obligations, (ii) amend, modify or otherwise
change the terms of any Additional Indebtedness for borrowed money or lease
obligations so as to accelerate the scheduled repayment thereof or (iii) repay
any notes to officers, directors or shareholders except as expressly provided
for in a duly executed subordination agreement in favor of, and approved by
Secured Party.


 


(k)          Additional Indebtedness. Debtor shall
not create, incur, assume or permit to exist any Additional Indebtedness except
Permitted Indebtedness.


 


(1)          Negative Pledge Regarding
Intellectual Property. Debtor shall not convey, sell, lease,
license, transfer or otherwise dispose of (collectively, “Transfer”) all or any
part of its Intellectual Property, or enter into any agreement, document,
instrument or other arrangement (except with or in favor of Secured Party) with
any entity which directly or indirectly prohibits or has the effect of
prohibiting, the Transfer of all or any of its Intellectual Property except for
Transfers (a) in connection with Permitted Liens; (b) of
non-exclusive licenses for the use of Debtor’s Intellectual Property in the
ordinary course of business; and (c) of any joint venture, collaboration
or exclusive licensess for the use of Debtor’s Intellectual


 


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Property,
so long as, with respect to each such joint venture, corporate collaboration or
exclusive license (i) no default exists at the time of such Transfer, (ii) the
joint venture, collaboration or license constitutes an arms-length transaction,
for fair value, made in connection with a bona fide corporate transaction in
the ordinary course of business and (iii) Debtor retains title to the
Intellectual Property, (iv) Debtor delivers five (5) days’ prior
written notice and a brief summary of the terms of any material joint venture,
collaboration or license to Secured Party, and (v) Debtor delivers to
Secured Party copies of the final executed joint venture, collaboration or
licensing documents in connection with such material joint venture,
collaboration or license promptly upon consummation thereof. Any information
provided by Debtor to the Secured Party pursuant to this paragraph shall be
treated by the Secured Party as confidential information, subject to disclosure
by Secured Party to third parties pursuant only to a valid order, governmental
inquiry or request (each, an “order”) of a court of competent jurisdiction or
other regulatory body, as applicable; provided, however, that Secured Party
shall first have given written notice to Debtor and given Debtor a reasonable
opportunity to quash each order or to obtain a protective order requiring the
confidential information and/or documents that are the subject of such order be
held in confidence by such court or regulatory body or, if disclosed, be used
only for the purposes for which the order was issued.


 


4.                       INSURANCE.


 


(a)          Risk of Loss. Debtor shall at
all times bear the entire risk of any loss, theft, damage to, or destruction
of, any of the Collateral from any cause whatsoever.


 


(b)         Insurance Requirements. Debtor agrees
to maintain general liability insurance and to keep the Collateral insured at
all times against loss or damage by fire and extended coverage perils, theft,
burglary, and for any or all Collateral, which are vehicles, for risk of loss
by collision, and if requested by Secured Party, against such other risks as
Secured Party may reasonably require. The liability insurance coverage shall be
in an amount standard for companies similar to Debtor in Debtor’s industry in
Debtor’s geographic region. The property insurance coverage shall be in an
amount no less than the full replacement value of the Collateral, and
deductible amounts, insurers and policies shall be acceptable to Secured Party.
Debtor shall deliver to Secured Party any policies and certificates of
insurance evidencing such coverage as may be requested by Secured Party. Each
policy shall name Secured Party as a lender loss payee and an additional
insured, shall provide for coverage to Secured Party regardless of the breach
by Debtor of any warranty or representation made therein, shall not be subject
to co-insurance, and shall provide that coverage may not be canceled or altered
by the insurer except upon thirty (30) days prior written notice to Secured
Party. Debtor appoints Secured Party as its attorney-in-fact to make proof of
loss, claim for insurance and adjustments with insurers, and to receive payment
of and execute or endorse all documents, checks or drafts in connection with
insurance payments. Secured Party shall not act as Debtor’s attorney-in-fact
unless Debtor is in default. At any time prior to a default hereunder, (a) proceeds
of insurance equal to or less than $500,000 per occurrence shall be applied, at
the option of Debtor to repair or replace the Collateral or (b) proceeds
of insurance in excess of $500,000 per occurrence shall be applied, at the
option of the Secured Party to reduce any of the Indebtedness.


 


5.                            REPORTS.


 


(a)          Notice of Events. Debtor shall
promptly notify Secured Party of (i) any change in the name of Debtor, (ii) any
change in the state of its incorporation or registration, (iii) any
relocation of its chief executive offices, (iv) any of the Collateral
being relocated, lost, stolen, missing, destroyed, materially damaged or worn
out, (v) any Lien other than Permitted Liens attaching to or being made
against any of the Collateral, or (vi) any occurrence of any default
pursuant to Section 7 herein.


 


(b)         Financial Statements Reports
and Certificates. Debtor will deliver to Secured Party within one
hundred eighty (180) days of the close of each fiscal year of Debtor, Debtor’s
complete financial statements including a balance sheet, income statement,
statement of shareholders’ equity and statement of cash flows, each prepared in
accordance with GAAP consistently applied, audited by a recognized firm of
certified public accountants satisfactory to Secured Party. Debtor will deliver
to Secured Party copies of Debtor’s quarterly financial statements including a
balance sheet, income statement and statement of cash flows, each prepared by
Debtor in accordance with GAAP consistently applied by Debtor and certified by
Debtor’s chief financial officer, within forty-five (45) days after the close
of each of Debtor’s fiscal quarter. Debtor will deliver to Secured Party copies
of all Forms 10-K and 10-Q, if any, within 30 days after the dates on which
they are filed with the Securities and Exchange Commission. Debtor will deliver
to Secured Party copies of Debtor’s monthly financial statements including a
balance sheet and income statement, and statement of cashflows, each prepared
by Debtor in accordance with GAAP consistently applied by Debtor and certified
by Debtor’s chief financial officer, within thirty (30) days after the close of
each month. Concurrently with delivery of the foregoing information, and from
time to time promptly upon request of Secured Party, Debtor will deliver to
Secured Party a Compliance Certificate substantially consistent with the forms
of the documents attached hereto as Schedule A and Schedule A-1.
Debtor will deliver to Secured Party promptly upon request of Secured Party, in
form satisfactory to Secured Party, such other and
additional information as Secured Party may reasonably request from time to
time.


 


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6.                            FURTHER ASSURANCES.


 


(a)          Further Assurances Regarding
Security Interests. Debtor shall, upon request of Secured Party,
furnish to Secured Party such further information, execute and deliver to
Secured Party such documents and instruments (including, without limitation,
Uniform Commercial Code financing statements) and shall do such other acts and
things as Secured Party may at any time reasonably request relating to the perfection
or protection of the security interest created by this Agreement or for the
purpose of carrying out the intent of this Agreement. Without limiting the
foregoing, Debtor shall cooperate and do all acts deemed necessary or advisable
by Secured Party to continue in Secured Party a perfected first security
interest in the Collateral, and shall obtain and furnish to Secured Party any
subordinations, releases, landlord waivers, lessor waivers, mortgagee waivers,
or control agreements, and similar documents as may be from time to time
requested by, and in form and substance satisfactory to, Secured Party.


 


(b)         Authorization To File
Financing Statements. Debtor shall perform any and all acts requested by
the Secured Party to establish, maintain and continue the Secured Party’s
security interest and liens in the Collateral, including but not limited to,
executing or authenticating any instruments and documents when and as
reasonably requested by the Secured Party. Debtor hereby authorizes Secured
Party through any of Secured Party’s employees, agents or attorneys to file any
and all financing statements, including, without limitation, any original
filings, continuations, transfers or amendments thereof required to perfect
Secured Party’s security interest and liens in the Collateral under the UCC
without authentication or execution by Debtor. Debtor hereby irrevocably
authorizes the Secured Party at any time and from time to time to file in any
filing office in any Uniform Commercial Code jurisdiction any initial financing
statement(s) and amendments thereto that (a) indicate the Collateral (i) is
subject to Secured Party’s security interest, regardless of whether any
particular asset comprised in the Collateral falls within the scope of Article 9
of the Uniform Commercial Code of the State or such jurisdiction, or (ii) as
being of an equal or lesser scope or with greater detail, and (b) provide
any other information required by part 5 of Article 9 of the Uniform
Commercial Code of the State or such other jurisdiction for the sufficiency or
filing office acceptance of any financing statement or amendment, including (i) whether
the Debtor is an organization, the type of organization and any organization
identification number issued to the Debtor, and (ii) in the case of a
financing statement filed as a fixture filing, a sufficient description of real
property to which the Collateral relates. The Debtor agrees to furnish any such
information to the Secured Party promptly upon the Secured Party’s request. The
Secured Party agrees to use its best efforts to provide Debtor with a copy of
any UCC-1 financing statements or amendments thereto filed by Secured Party in
connection herewith.


 


(c)          Payment of Costs, Fees and
Expenses. Debtor shall timely pay in full, upon request of
Secured Party, all costs, fees and expenses incurred by Secured Party to
establish, maintain, and continue the Secured Party’s security interest and
liens in the Collateral including but not limited to lien and related due
diligence searches, verification of corporate good standing, preparation,
execution, transmission and recording of documents, inspections, appraisals,
attorney fees and any and all other related costs, fees and expenses of Secured
Party to establish, maintain, and continue the Secured Party’s security
interest and liens in the Collateral, provided, however, that notwithstanding
the foregoing, Secured Party acknowledges that Debtor has paid a facility fee
of $22,500 on May 9th, 2008 which
shall be applied to cover and fully satisfy the aforementioned costs in
connection with the funding of the initial collateral schedule contemplated
hereby. For the avoidance of doubt, Debtor shall pay all costs, fees and
expenses incurred by Secured Party, in connection with advances under subsequent
collateral schedules, including but not limited to lien and related due
diligence searches, verification of corporate good standing, preparation,
execution, transmission and recording of documents, inspections, appraisals,
and any and all other related costs, fees and expenses of Secured Party to
establish, maintain, and continue the Secured Party’s security interest and
liens in the Collateral;


 


(d)         Indemnification. Debtor shall
indemnify and defend the Secured Party, its successors and assigns, and their
respective directors, officers and employees, from and against all claims,
actions and suits (including, without limitation, related attorneys’ fees) of
any kind whatsoever arising, directly or indirectly, in connection with any of
the Collateral or the Debt Documents except to the extent any of the foregoing
shall be caused by the gross negligence or willful misfeasance of Secured
Party.


 


7.                        DEFAULT AND REMEDIES.


 


(a)          Defaults. Debtor shall
be in default under this Agreement and each of the other Debt Documents if any
one of the following should occur:


 


(i)                      Debtor breaches
its obligation to pay when due any installment or other amount due or coming
due under any of the Debt Documents;


 


(ii)                   Debtor, without the prior
written consent of Secured Party, attempts to or does sell, rent, lease,
license, mortgage, grant a security interest in, or otherwise transfer or
encumber, or allow Liens (except for Permitted Liens) upon, any of the
Collateral;


 


(iii)                Debtor breaches any of its
insurance obligations under Section 4;


 


(iv)               Debtor breaches any of its
obligations under Sections 2(m), 2(o), 2(q) or Sections 3(c), 3(f),
3(i), 3(j), or 3(k) or 3(1);


 


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(v)                  Debtor breaches any of its
other non-payment obligations under any of the Debt Documents and fails to cure
that breach within thirty (30) days after it has occurred;


 


(vi)               Any warranty, representation
or statement made by Debtor in any of the Debt Documents or otherwise in
connection with any of the Indebtedness shall be false or misleading in any
material respect;


 


(vii)            Any of the Collateral is
subjected to attachment, execution, levy, seizure or confiscation in any legal
proceeding or otherwise, if any legal or administrative proceeding is commenced
against Debtor or any of the Collateral, which in the good faith judgment of
Secured Party subjects any of the Collateral to a material risk of attachment,
execution, levy, seizure or confiscation and no bond is posted or protective
order obtained to negate such risk or if there is a material impairment in the
perfection or priority of the Secured Party’s security interest in the
Collateral;


 


(viii)         Debtor breaches or is in
default under any other agreement between Debtor and Secured Party;


 


(ix)                 Debtor or any guarantor or
other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves,
terminates its existence, becomes insolvent or ceases to do business as a going
concern;


 


(x)                    If Debtor or any Guarantor is
a natural person, and Debtor or any such Guarantor dies or becomes incompetent;


 


(xi)                 A receiver is appointed for
all or of any part of the property of Debtor or any Guarantor, or Debtor or any
Guarantor makes any assignment for the benefit of creditors;


 


(xii)              Debtor or any Guarantor files
a petition under any bankruptcy, insolvency or similar law, or any such
petition is filed against Debtor or any Guarantor and is not dismissed within
forty-five (45) days;


 


(xiii)           Debtor’s improper filing of
an amendment or termination statement relating to a filed financing statement
describing the Collateral;


 


(xiv)          Debtor shall merge with or
consolidate into any other entity (unless Debtor shall be the survivor in any
such transaction) or sell all or substantially all of its assets or in any
manner terminate its existence;


 


(xv)             If Debtor is a privately held
corporation, more than 50% of Debtor’s voting capital stock, or effective
control of Debtor’s voting capital stock, issued and outstanding from time to
time, is not retained by the holders of such stock on the date the Agreement is
executed;


 


(xvi)          If Debtor is a publicly held
corporation, there shall be a change in the ownership of Debtor’s stock such
that Debtor is no longer subject to the reporting requirements of Section 13
of the Securities Exchange Act of 1934 or no longer has a class of equity
securities registered under Section 12 of the Securities Exchange Act of
1934;


 


(xvii)       Debtor defaults under any
agreement to pay Additional Indebtedness for borrowed money the outstanding
amount of which shall exceed $1,000,000 in the aggregate at any given time, and
any such third party shall have accelerated such Indebtedness;


 


(xviii)    Secured Party shall have
received notice from current investors in Debtor that they will not fund
capital commitments with Debtor in an amount and in a timeframe such that
Debtor will not be able to repay the Indebtedness to Secured party as it
becomes due and payable and Debtor shall not have replaced such capital
commitments with commitments from other investors prior to the date by which
the regularly scheduled payments to Secured Party are due hereunder; and


 


(xix)            Secured Party shall have
determined in its reasonable commercial judgment that there has been a material
adverse change in the financial condition, business, operations, product
development, technology or business or contractual relations with third parties
of Debtor from the date hereof, or a change or event shall have occurred which
would impair the ability of Debtor to perform its obligations hereunder or
under any agreement for borrowed money in excess of $100,000 to which it is a
party or of Secured Party to enforce the Indebtedness or realize upon the
Collateral.


 


(b)         Acceleration. If Debtor is
in default, the Secured Party, at its option, may declare any or all of
the Indebtedness to be immediately due and payable, without
demand or notice to Debtor or any Guarantor (provided that if there is a
default as a result of a bankruptcy or insolvency all Indebtedness


 


7

















 


shall
become immediately due and payable without any action by Secured Party). The
accelerated obligations and liabilities shall bear interest (both before and
after any judgment) until paid in full at the Default Rate.


 


(c)          Rights and
Remedies. Secured Party shall have all of the rights and
remedies of a Secured Party under the Uniform Commercial Code, and under any
other applicable law. Without limiting the foregoing, Secured Party shall have
the right to (i) notify any account debtor of Debtor or any obligor on any
instrument which constitutes part of the Collateral to make payment to the
Secured Party, (ii) with or without legal process, enter any premises
where the Collateral may be and take possession of and remove the Collateral
from the premises or store it on the premises, (iii) sell the Collateral
at public or private sale, in whole or in part, and have the right to bid and
purchase at said sale, or (iv) lease or otherwise dispose of all or part
of the Collateral, applying proceeds from such disposition to the obligations
then in default. If requested by Secured Party, Debtor shall promptly assemble
the Collateral and make it available to Secured Party at a place to be
designated by Secured Party, which is reasonably convenient to both parties.
Secured Party may also render any or all of the Collateral unusable at the
Debtor’s premises and may dispose of such Collateral on such premises without
liability for rent or costs. Any notice that Secured Party is required to give
to Debtor under the Uniform Commercial Code of the time and place of any public
sale or the time after which any private sale or other intended disposition of
the Collateral is to be made shall be deemed to constitute reasonable notice if
such notice is given to the last known address of Debtor at least five (5) days
prior to such action. Upon the occurrence and during the continuation of a
default, Debtor hereby appoints Secured Party as Debtor’s attorney-in-fact,
with full authority in Debtor’s place and stead and in Debtor’s name or
otherwise, from time to time in Secured Party’s commercially reasonable
discretion, to take any action and to execute any instrument which Secured
Party may deem necessary or advisable to accomplish the purpose of this
Agreement. Secured Party is granted a non-exclusive royalty free license to use
Debtor’s Intellectual Property in connection with Secured Party’s disposition
of Collateral in the exercise of Secured Party’s rights or remedies hereunder.


 


(d)         Application of
Proceeds. The proceeds and/or avails of the Collateral, or
any part thereof, and the proceeds and the avails of any remedy hereunder (as
well as any other amounts of any kind held by Secured Party, at the time of or
received by Secured Party after the occurrence of a default hereunder) shall be
paid to and applied as follows:


 


a.               First, to the payment
of out-of-pocket costs and expenses, including all amounts expended to preserve
the value of the Collateral, all costs of repossession, storage, and
disposition including without limitation attorneys’, appraisers’, and
auctioneers’ fees, of foreclosure or suit, if any, and of such sale and the
exercise of any other rights or remedies, and of all proper fees, expenses,
liability and advances, including reasonable legal expenses and attorneys’
fees, incurred or made hereunder by Secured Party, including without
limitation, Secured Party’s Expenses;


 


b.              Second, to the payment
to Secured Party of the amount then owing or unpaid on the Loans for scheduled
payments, any accrued and unpaid interest, and all other Indebtedness (provided,
however, if such proceeds shall be insufficient to pay in full the whole
amount so due, owing or unpaid upon the Loans, then to the unpaid interest
thereon, then to the outstanding principal amount of the Loans, and then to the
payment of other amounts then payable to Secured Party under any of the Debt
Documents or otherwise); and


 


c.               Third, to the payment
of the surplus, if any, to Debtor, its successors and assigns, or to whomsoever
may be lawfully entitled to receive the same.


 


(e)          Availability of
Proceeds. Debtor shall be permitted to request no more than
eight (8) advances hereunder during the term of this Agreement. The eight
advances shall comprise one advance for each of Ironwood and Microbia per
quarter. Each advance must be in an amount equal to at least One Hundred
Thousand Dollars ($100,000.00) and may not be re-borrowed after repayment.
Subject to the prior satisfaction of all other applicable conditions to the
making of an advance in connection with a Collateral Schedule, Borrower shall
notify Secured Party (which notice shall be irrevocable) by electronic mail or
facsimile by 12:00 p.m. Eastern time five (5) business days prior to
the proposed funding date. The notice shall be a Payment/Advance form signed by
the Chief Executive Officer, President, Chief Financial Officer or Controller
of Debtor.


 


(f)            Fees and Costs. Debtor agrees
to pay all reasonable attorneys’ fees and other costs incurred by Secured Party
in connection with the enforcement, assertion, defense or preservation of
Secured Party’s rights and remedies under this Agreement, or if prohibited by
law, such lesser sum as may be permitted. Debtor further agrees that such fees
and costs shall constitute Indebtedness.


 


(g)         Remedies
Cumulative. Secured Party’s rights and remedies under this
Agreement or otherwise arising are cumulative and may be exercised singularly
or concurrently. Neither the failure nor any delay on the part of the Secured
Party to exercise any right, power or privilege under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right,
power or privilege preclude any other or further exercise of that or any other
right, power or privilege. SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY
OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT, INSTRUMENT OR
PAPER SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN
WRITING AND SIGNED BY SECURED PARTY. A waiver on any one occasion shall not be
construed as a bar to or waiver of any right or remedy on any future occasion.


 


8

















 


(h)         WAIVER OF JURY TRIAL. DEBTOR AND
SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE
OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS
BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS
TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING
ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED
IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER
DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


8.                                 MISCELLANEOUS.


 


(a)          Assignment. This Agreement
and/or any of the other Debt Documents may be assigned, in whole or in part, by
Secured Party without notice to Debtor,. Debtor agrees that if Debtor receives
written notice of an assignment from Secured Party, Debtor will pay all amounts
payable under any assigned Debt Documents to such assignee or as instructed by
Secured Party. Debtor also agrees to confirm in writing receipt of the notice
of assignment as may be reasonably requested by Secured Party or assignee.


 


(b)         Notices. All notices to
be given in connection with this Agreement shall be in writing, shall be
addressed to the parties at their respective addresses set forth in this
Agreement (unless and until a different address may be specified in a written
notice to the other party), and shall be deemed given (i) on the date of
receipt if delivered in hand or by facsimile transmission, (ii) on the
next business day after being sent by express mail, and (iii) on the
fourth business day after being sent by regular, registered or certified mail.
As used herein, the term “business day” shall mean and include any day other
than Saturdays, Sundays, or other days on which commercial banks in New York,
New York are required or authorized to be closed.


 


(c)          Time is of the Essence. Time is of the
essence of this Agreement. This Agreement shall be binding, jointly and
severally, upon all parties described as the “Debtor” and their respective
heirs, executors, representatives, successors and assigns, and shall inure to
the benefit of Secured Party, its successors and assigns.


 


(d)         Entire Agreement. This Agreement
and the Debt Documents constitute the entire agreement between the parties with
respect to the subject matter of this Agreement and supersede all prior
understandings (whether written, verbal or implied) with respect to such
subject matter. NEITHER THIS AGREEMENT NOR ANY OF THE DEBT DOCUMENTS SHALL BE
CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING SIGNED
BY BOTH PARTIES. Section headings contained in this Agreement have been
included for convenience only, and shall not affect the construction or
interpretation of this Agreement. This Agreement is the result of negotiations
between and has been reviewed by each of Debtor and Secured Party executing
this Agreement as of the date hereof and their respective counsel; accordingly,
this Agreement shall be deemed to be the product of the parties hereto, and no
ambiguity shall be construed in favor of or against Debtor or Secured Party.


 


(e)          Termination of Agreement. This Agreement
shall continue in full force and effect until all of the Indebtedness has been
indefeasibly paid in full to Secured Party or its assignee; provided, that
Debtor’s indemnity obligations set forth in Section 6(d) shall
survive until all applicable statute of limitations periods with respect to
actions that may be brought against Secured Party have run; provided further
that, Debtor’s obligations under Section 2(x) shall survive
indefinitely until, by their terms, they are no longer operative. The
surrender, upon payment or otherwise, of any Note or any of the other documents
evidencing any of the Indebtedness shall not affect the right of Secured Party
to retain the Collateral for such other Indebtedness as may then exist or as it
may be reasonably contemplated will exist in the future. This Agreement shall
automatically be reinstated if Secured Party is ever required to return or
restore the payment of all or any portion of the Indebtedness (all as though
such payment had never been made). Secured Party shall, at Debtor’s sole cost
and expense, execute such further documents and take such further actions as
may be reasonably necessary to effect the release of its security interests
contemplated by this paragraph, including duly executing and delivering
termination statements for filing in all relevant jurisdictions under the Code.


 


(f)               CHOICE OF LAW. DEBTOR AGREES
THAT SECURED PARTY AND/OR ITS SUCCESSORS AND ASSIGNS SHALL HAVE THE OPTION BY WHICH
STATE LAWS THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED: (A) THE LAWS OF
THE COMMONWEALTH OF VIRGINIA; OR (B) IF COLLATERAL HAS BEEN PLEDGED TO
SECURE THE LIABILITIES, THEN BY THE LAWS OF THE STATE OR STATES WHERE THE
COLLATERAL IS LOCATED, AT SECURED PARTY’S OPTION. THIS CHOICE OF STATE LAWS IS
EXCLUSIVE TO THE SECURED PARTY. DEBTOR SHALL NOT HAVE ANY OPTION TO CHOOSE THE
LAWS BY WHICH THIS AGREEMENT SHALL BE GOVERNED. DEBTOR ACKNOWLEDGES THAT THIS
AGREEMENT IS BEING SIGNED BY THE SECURED PARTY IN PARTIAL CONSIDERATION OF
SECURED PARTY’S RIGHT TO ENFORCE IN THE JURISDICTION STATED


 


9

















 


ABOVE. DEBTOR CONSENTS TO JURISDICTION IN THE COMMONWEALTH OF VIRGINIA
OR THE STATE IN WHICH ANY COLLATERAL IS LOCATED AND VENUE IN ANY FEDERAL OR
STATE COURT IN THE COMMONWEALTH OF VIRGINIA OR THE STATE IN WHICH COLLATERAL IS
LOCATED FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID
JURISDICTION AND VENUE AND ANY OBJECTION THAT SAID COUNTY IS NOT CONVENIENT.
DEBTOR WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST SECURED PARTY IN ANY
JURISDICTION EXCEPT VIRGINIA, OR IF SECURED PARTY CHOOSES TO LITIGATE IN A
STATE WHERE COLLATERAL IS LOCATED THEN IN SUCH COUNTY AND STATE.


 


(g)         Power of
Attorney. To facilitate direct collection, the Debtor hereby
appoints the Secured Party and any officer or employee of the Secured Party, as
the Secured Party may from time to time designate, as attorney-in-fact for the
Debtor, upon and after the occurrence and continuation of a default hereunder,
to (a) endorse the name of the Debtor in favor of the Secured Party upon
any and all checks, drafts, money orders, notes, acceptances or other evidences
of payment or Collateral that may come into the Secured Party’s possession; (b) do
all acts and things necessary to carry out this Agreement and the transactions
contemplated hereby, including signing the name of the Debtor on any
instruments required by law in connection with the transactions contemplated
hereby and on financing statements as permitted by the Virginia Uniform
Commercial Code. The Debtor hereby ratifies and approves all acts of such
attorneys-in-fact, and neither the Secured Party nor any other such
attorney-in-fact shall be liable for any acts of commission or omission, or for
any error of judgment or mistake of fact or law of any such attorney-in-fact.
This power, being coupled with an interest, is irrevocable so long as the Loan
remains unsatisfied, or any Debt Document remains effective, as solely
determined by the Secured Party.


 


(h)         Loss,
Depreciation or Other Damage. The Secured Party shall not
be liable for or prejudiced by any loss, depreciation or other damage to
Collateral unless caused by the Secured Party’s willful and malicious act, and
the Secured Party shall have no duty to take any action to preserve or collect
any Collateral.


 


(i)             Demand; Protest. Debtor waives
demand, protest, notice of protest, 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 at any time held by Secured Party on
which Debtor may in any way be liable.


 


9.                   DEFINITIONS.


 


As
used herein, the following terms, when initial capital letters are used, shall
have the respective meanings set forth below. In addition, all terms defined in
the Code shall have the meanings given therein unless otherwise defined herein.


 


Defined Terms. As used in this Agreement, the following terms
shall have the following meanings, unless the context otherwise requires:


 


“Additional Indebtedness” means, with
respect to Debtor or any of its subsidiaries, the aggregate amount of, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (c) all obligations of such Person to pay the
deferred purchase price of property or services (excluding trade payables aged
less than one hundred eighty (180) days), (d) all capital lease
obligations of such Person, (e) all obligations or liabilities of others
secured by a Lien on any asset of such Person, whether or not such obligation
or liability is assumed, (f) all obligations or liabilities of others
guaranteed by such Person, and (g) any other obligations or liabilities
which are required by GAAP to be shown as debt on the balance sheet of such
Person. Unless otherwise indicated, the term “Additional Indebtedness” shall include all Indebtedness
of Debtor and all of its subsidiaries.


 


“Affiliate” of a 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.


 


“Code” means the
Virginia Uniform Commercial Code (including revised Article 9 thereof).


 


“Collateral” has the meaning
given such capitalized term in Section 1.


 


“Collateral Schedule” has the meaning
given such capitalized term in Section 1.


 


“Debt Documents” has the meaning
given such capitalized term in Section 2(b).


 


“Default Rate” is the lower of
sixteen percent (16%) per annum or the maximum rate not prohibited by
applicable law.


 


“GAAP” has the meaning
given in Section 2(h).


 


“Indebtedness” has the meaning
given such capitalized term in Section 1.


 


“Intellectual Property” shall mean (a) all
of the Debtor’s right, title and interest, whether now owned or existing or
hereafter acquired or arising, in and to all domestic and foreign copyrights,
copyright registrations and copyright applications, whether or not registered
or filed with any governmental authority, together with (i) all renewals
thereof, (ii) all present and future tights of the Debtor under all
present and future license


 


10














 


agreements
relating thereto, whether the Debtor is licensee or licensor thereunder, (iii) all
income, royalties, damages and payments now or hereafter due and/or payable to
the Debtor thereunder or with respect thereto, including, without limitation,
damages and payments for past, present or future infringements thereof, (iv) all
of the Debtor’s present and future claims, causes of action and rights to sue
for past, present or future infringements thereof, and (v) all rights
corresponding thereto throughout the world (collectively “Copyright
Rights”); (b) all of the Debtor’s right, title and interest,
whether now owned or existing or hereafter acquired or arising, in and to all
United States and foreign patents, and pending and abandoned United States and
foreign patent applications, including, without limitation, the inventions and
improvements described or claimed therein, together with (i) any reissues,
divisions, continuations, certificates of re-examination, extensions and
continuations-in-part thereof, (ii) all present and future rights of the
Debtor under all present and future license agreements relating thereto,
whether the Debtor is licensee or licensor thereunder, (iii) all income,
royalties, damages and payments now or hereafter due and/or payable to the
Debtor thereunder or with respect thereto, including, without limitation,
damages and payments for past, present or future infringements thereof, (iv) all
of the Debtor’s present and future claims, causes of action and rights to sue
for past, present or future infringements thereof, and (v) all rights
corresponding thereto throughout the world (collectively “Patent
Rights”); (c) all of the Debtor’s right, title and interest,
whether now owned or existing or hereafter acquired or arising, in and to all
domestic and foreign trademarks, trademark registrations, trademark
applications and trade names, whether or not registered or filed with any
governmental authority, together with (i) all renewals thereof, (ii) all
present and future rights of the Debtor under all present and future license
agreements relating thereto, whether the Debtor is licensee or licensor
thereunder, (iii) all income, royalties, damages and payments now or
hereafter due and/or payable to the Debtor thereunder or with respect thereto,
including, without limitation, damages and payments for past, present or future
infringements thereof, (iv) all of the Debtor’s present and future claims,
causes of action and rights to sue for past, present or future infringements
thereof, and (v) all rights corresponding thereto throughout the world
(collectively “Trademark Rights”);  (d) all
present and future licenses and license agreements of the Debtor, and all
rights of the Debtor under or in connection therewith, whether the Debtor is
licensee or licensor thereunder, including, without limitation, any present or
future franchise agreements under which the Debtor is franchisee or franchisor,
together with (i) all renewals thereof, (ii) all income, royalties,
damages and payments now or hereafter due and/or payable to the Debtor
thereunder or with respect thereto, including, without limitation, damages and
payments for past, present or future infringements thereof, (iii) all
claims, causes of action and rights to sue for past, present or future infringements
thereof, and (iv) all rights corresponding thereto throughout the world
(collectively “License Rights”);  (e) all
present and future trade secrets of the Debtor; and (f) all other present
and future intellectual property of the Debtor.


 


“Lien(s)” shall mean any
voluntary or involuntary mortgage, pledge, deed of trust, assignment, security
interest, encumbrance, hypothecation, lien, or charge of any kind (including
any conditional sale or other title retention agreement, any financing lease
having substantially the same economic effect as any of the foregoing, and the
filing of, or agreement to give, any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction).


 


“Loan” means an advance of credit by
Secured Party to Debtor.


 


“Note” has the meaning given such
capitalized term in Section 1.


 


“Permitted Indebtedness” means and
includes: (i) Indebtedness of Debtor to Secured Party, (ii) Additional
Indebtedness arising from the endorsement of instruments in the ordinary course
of business, (iii) Additional Indebtedness existing on the date hereof and
set forth in Schedule B, (iv) Subordinated Indebtedness, (v) Indebtedness
between and among Ironwood and Microbia and any other affiliates thereof, (vi) Additional
Indebtedness not to exceed $1  million dollars in the
aggregate at any given time (vii) Indebtedness secured by Permitted Liens;
(vii) existing Indebtedness with Secured Party to secure the financing of
specific equipment not to exceed $2,000,000 to be assigned by Secured Party to
Webster Bank.


 


“Permitted Liens” means: (i) liens
in favor of Secured Party, (ii) liens for taxes not yet due or for taxes
being contested in good faith and which do not involve, in the judgment of
Secured Party, any risk of the sale, forfeiture or loss of any of the
Collateral, (iii) inchoate material men’s, mechanic’s, repairmen’s and
similar liens arising by operation of law in the normal course of business for
amounts which are not delinquent, (iv) Liens existing on the date hereof
and set forth in Schedule B, and (v) liens to secure existing
Indebtedness with Secured Party for the financing of specific equipment to be
assigned by Secured Party to Webster Bank.


 


“Person” is  any individual,
sole proprietorship, partnership, limited liability company, joint venture,
company association, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock
company, estate, entity or government agency.


 


“Primary Operating Account” has the meaning given
such capitalized term in Section 2(w).


 


“Secured Party’s Expenses” means all
reasonable costs or expenses (including reasonable attorneys’ fees and
expenses) incurred in connection with the administration of the Debt Documents;
and Secured Party’s reasonable attorneys’ fees, costs and expenses incurred in
amending, modifying, enforcing or defending the Debt Documents (including fees
and expenses of appeal or review), including the exercise of any rights or
remedies afforded hereunder or under applicable law, whether or not suit is
brought, whether before or after bankruptcy or insolvency, including without
limitation all fees and costs incurred by Secured Party in connection with
Secured Party’s enforcement of its rights in a bankruptcy or insolvency proceeding
filed by or against Debtor or its property.


 


“Subordinated Indebtedness” means Additional
Indebtedness subordinated to the Indebtedness of Debtor to Secured Party on
terms and conditions acceptable to Secured Party in its sole discretion.


 


“Subsequent Financing” has the meaning
given such capitalized term in Section 2(x).


 


Signature Page to Follow


 


11

















 


IN WITNESS WHEREOF,  Debtor and Secured Party,
intending to be legally bound hereby, have duly executed this Agreement in one
or more counterparts, each of which shall be deemed to be an original, as of
the day and year first aforesaid.


 


	
  SECURED
  PARTY:

  	
   

  
	
   

  	
   

  
	
  Oxford
  Finance Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  T.A. Lex

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  T.A.
  Lex

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  COO

  	
   

  
	
   

  	
   

  
	
  DEBTOR:

  	
   

  
	
   

  	
   

  
	
  Ironwood
  Pharmaceuticals, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  J DeTore 

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  J
  DeTore 

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  VP,
  Finance

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Microbia, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Richard B. Bailey

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Richard
  B. Bailey

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  
					



 


12

















 


SCHEDULE
A


 


FORM OF

COMPLIANCE CERTIFICATE


 


Oxford Finance Corporation 


133 N. Fairfax Street


Alexandria, VA 22314


 


Re:  Ironwood
Pharmaceuticals, Inc.


 


Gentlemen:


 


Reference is made to the Master Security Agreement
dated as of January    , 2009 (as the same have been and
may be amended from time to time in writing, the “Loan Agreement”, the
capitalized terms used herein us defined therein), among Oxford Finance Corporation.
Microbia. Inc, and Ironwood Pharmaceuticals, Inc. (the “Company”).


 


The undersigned authorized representative of  the
Company hereby certifies that in accordance with the terms and conditions of
the Loan Agreement, the Company is in complete compliance for the financial
reporting period ending              with
all required financial reporting under the Loan Agreement, except as noted
below. Attached herewith are the required documents supporting the foregoing
certification. The undersigned further certifies that the accompanying
financial statements have been prepared in accordance with Generally Accepted
Accounting Principles, and are consistent from one period to the next, except
as explained below.


 


Indicate compliance status
by circling Yes/No under “Complies”


 


	
  REPORTING
  REQUIREMENT

  	
   

  	
  REQUIRED

  	
   

  	
  COMPLIES

  
	
  Interim Financial
  Statements

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  YES / NO

  
	
  Monthly Financial
  Statements

  	
   

  	
  Monthly within 30 days

  	
   

  	
   

  
	
  Audited Financial
  Statements

  	
   

  	
  FYE within 180 days

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of most recent
  Board-approved budget/plan

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Submitted with Borrowing
  Request

  	
   

  	
   

  	
   

  	
  YES / NO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Any change in budget/plan
  since prior Borrowing Request

  	
   

  	
  YES / NO

  	
   

  	
   

  



 


EXPLANATIONS


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Ironwood Pharmaceuticals,
  Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:*

  	
   

  



 






* Must be executed by Debtor’s Chief
Financial Officer.


 


13

















 


SCHEDULE
A-1


 


FORM OF

COMPLIANCE CERTIFICATE


 


Oxford
Finance Corporation


133
N. Fairfax Street


Alexandria,
VA 22314


 


Re:    Microbia, Inc.


 


Gentlemen:


 


Reference
is made to the Master Security Agreement dated as of January    ,
2009 (as the same have been and may be amended from time to time in writing,
the “Loan Agreement”, the capitalized terms
used herein as defined therein), among Oxford Finance Corporation, Ironwood
Pharmaceuticals, Inc. and Microbia, Inc. (the “Company”).


 


The undersigned authorized representative of the Company hereby
certifies that in accordance with the terms and conditions of the Loan
Agreement, the Company is in complete compliance for the financial reporting
period ending               with all required
financial reporting under the Loan Agreement, except as noted below. Attached
herewith are the required documents supporting the foregoing certification. The
undersigned further certifies that the accompanying financial statements have
been prepared in accordance with Generally Accepted Accounting Principles, and
are consistent from one period to the next, except as explained below.


 


Indicate compliance status by circling Yes/No under “Complies”


 


	
  REPORTING REQUIREMENT

  	
   

  	
  REQUIRED

  	
   

  	
  COMPLIES

  
	
  Interim
  Financial Statements

  	
   

  	
  Quarterly
  within 45 days

  	
   

  	
  YES/NO

  
	
  Monthly
  Financial Statements

  	
   

  	
  Monthly
  within 30 days

  	
   

  	
   

  
	
  Audited
  Financial Statements

  	
   

  	
  FYE
  within 180 days

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date
  of most recent Board-approved budget/plan

  	
   

  	
   

  	
   

  	
   

  
	
  Submitted
  with Borrowing Request

  	
   

  	
   

  	
   

  	
  YES / NO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Any
  change in budget/plan since prior Borrowing Request

  	
   

  	
  YES
  / NO

  	
   

  	
   

  



 


EXPLANATIONS


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Microbia, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:*

  	
   

  



 






* Must be executed by Debtor’s Chief Financial
Officer.


 


14

















 


ATTACHMENT
I


FORM OF
PROMISSORY NOTE


 


PROMISSORY
NOTE SCH.[    ]


To
Master Security Agreement No. 8081150


Date:
[              ]


 


FOR VALUE RECEIVED, Ironwood
Pharmaceuticals, Inc. and Microbia, Inc., corporations located at the
addresses as set forth in the Master Security Agreement, as defined below
(collectively, “Maker”) promises, jointly and
severally, to pay to the order of Oxford Finance Corporation
or any subsequent holder hereof (each, a “Payee”) at its
office located at 133 N. Fairfax Street,
Alexandria, VA 22314 or at such other place as Payee or the holder
hereof may designate, the principal sum of [      ]
($[      ]), with interest on the
unpaid principal balance, from the date hereof through and including the dates
of payment, at a fixed interest rate of twelve and fifty one-hundredths percent
(12.50%) per annum, in [      ]
([      ])
consecutive monthly installments of principal and interest, each a “Periodic Installment” as follows:


 


	
  Periodic

  Installment

  	
   

  	
  Amount

  	
   

  
	
  1- [     ]

  	
   

  	
  $

  	
  [     ]

  	
   

  
					



 


and a final installment which shall be in the
amount of the total outstanding principal and interest, if any.  The first Periodic Installment shall be due
and payable on [              ],
20[  ] and the following
Periodic Installments and the final installment shall be due and payable on the
first day of each succeeding month (each, a “Payment
Date”) beginning [              ],
20[  ].  Such installments have been calculated on the
basis of a 360-day year of twelve 30-day months.  Each payment may, at the option of the Payee,
be calculated and applied on an assumption that such payment would be made on
its due date. Maker agrees to pay any initial partial month interest payment
from the date of this Note to the first day of the following month (“Interim  Interest”).      (**Note: 
Oxford will invoice Debtor for the Interim Interest)


 


The acceptance by Payee of
any payment which is less than payment in full of all amounts due and owing at
such time shall not constitute a waiver of Payee’s right to receive payment in
full at such time or at any prior or subsequent time.


 


The Maker hereby expressly
authorizes the Payee to insert the date value is actually given in the blank
space on the face hereof and on all related documents pertaining hereto.


 


This Note is the Note as
defined in that certain Master Security Agreement (No. 8081150) dated of
even date herewith between Maker and Payee (the “Master Security Agreement”)
and may be secured by a security agreement, chattel mortgage, pledge agreement
or like instrument (each of which is hereinafter called a “Security 


 





 


ATTACHMENT
I


 

















 


Agreement” and any
Security Agreement, this Note and any other document evidencing or securing
this loan is hereinafter called a “Debt Document”).


 


Time is of the essence
hereof.  If any installment or any other
sum due under this Note or any Security Agreement is not received when due, the
Maker agrees to pay, in addition to the amount of each such installment or
other sum, a late payment charge of five percent (5%) of the amount of said
installment or other sum, but not exceeding any lawful maximum.  If (i) Maker fails to make payment of
any amount due hereunder; or  (ii) Maker
is in default under, or fails to perform under, any term or condition contained
in any Security Agreement in each case within any grace or cure period
applicable thereto, then the entire principal sum remaining unpaid, together
with all accrued interest thereon and any other sum payable (including, without
limitation, the prepayment premium set forth hereinafter)  under this Note or any Security Agreement, at
the election of Payee, shall immediately become due and payable, with interest
thereon at the lesser of sixteen percent (16%) per annum or the highest rate
not prohibited by applicable law from the date of such accelerated maturity
until paid (both before and after any judgment).


 


Notwithstanding
anything to the contrary contained herein or in the Security Agreement, Maker
may prepay in full, but not in part, its obligations under this Note by payment
of the entire obligations plus an additional sum as a prepayment premium which
shall be equal to the following percentages of the remaining principal balance
for the indicated period:


 


From
the date of this Note until the first annual anniversary date of this Note: four
percent (4%)


 


From
the twelve (12) month anniversary date of this Note until the twenty four (24)
month anniversary date of this Note: three percent (3%)


 


From
the twenty four (24) month anniversary date of this Note until the thirty sixth
(36) month anniversary date of this Note: two percent (2%)


 


The Maker and all sureties,
endorsers, guarantors or any others (each such person, other than the Maker, an
“Obligor”) who may at any time become
liable for the payment hereof jointly and severally consent hereby to any and
all extensions of time, renewals, waivers or modifications of, and all
substitutions or releases of, security or of any party primarily or secondarily
liable on this Note or any Security Agreement or any term and provision of
either, which may be made, granted or consented to by Payee, and agree that
suit may be brought and maintained against any one or more of them, at the
election of Payee without joinder of any other as a party thereto, and that
Payee shall not be required first to foreclose, proceed against, or exhaust any
security hereof in order to enforce payment of this Note.  The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note or enforcing any of the security hereof, and agrees to pay (if and to the
extent permitted by law) all expenses incurred in collection, including Payee’s
actual attorneys’ fees.


 


ATTACHMENT
I


 

















 


Maker and Payee intend to
strictly comply with all applicable federal and Virginia laws, including
applicable usury laws (or the usury laws of any jurisdiction whose usury laws
are deemed to apply to the Note or any other Debt Document despite the
intention and desire of the parties to apply the usury laws of the Commonwealth
of Virginia).  Accordingly, the
provisions of this paragraph shall govern and control over every other
provision of this Note or any other Debt Document which conflicts or is
inconsistent with this Section, even if such provision declares that it
controls.  As used in this paragraph, the
term “interest” includes the aggregate of
all charges, fees, benefits or other compensation which constitute interest
under applicable law, provided that, to the maximum extent permitted by
applicable law, (a) any non-principal payment shall be characterized as an
expense or as compensation for something other than the use, forbearance or
detention of money and not as interest, and (b) all interest at any time
contracted for, reserved, charged or received shall be amortized, prorated,
allocated and spread, in equal parts during the full term of the
obligations.  In no event shall Maker or
any other person be obligated to pay, or Payee have any right or privilege to
reserve, receive or retain, (a) any interest in excess of the maximum
amount of non-usurious interest permitted under the laws of the Commonwealth of
Virginia or the applicable laws (if any) of the United States or of any other
state, or (b) total interest in excess of the amount which Payee could
lawfully have contracted for, reserved, received, retained or charged had the
interest been calculated for the full term of the obligations.  On each day, if any, that the interest rate
(the “Stated Rate”) called for under
this Note or any other Debt Document exceeds the maximum non-usurious rate, the
rate at which interest shall accrue shall automatically be fixed by operation
of this sentence at the maximum non-usurious rate for that day.  Thereafter, interest shall accrue at the
Stated Rate unless and until the Stated Rate again exceeds the maximum
non-usurious rate, in which case, the provisions of the immediately preceding
sentence shall again automatically operate to limit the interest accrual rate
to the maximum non-usurious rate.  The
daily interest rates to be used in calculating interest at the maximum
non-usurious rate shall be determined by dividing the applicable maximum
non-usurious rate by the number of days in the calendar year for which such
calculation is being made.  None of the
terms and provisions contained in this Note or in any other Debt Document which
directly or indirectly relate to interest shall ever be construed without
reference to this paragraph, or be construed to create a contract to pay for
the use, forbearance or detention of money at an interest rate in excess of the
maximum non-usurious rate.  If the term
of any obligation is shortened by reason of acceleration of maturity as a
result of any default or by any other cause, or by reason of any required or
permitted prepayment, and if for that (or any other) reason Payee at any time,
including but not limited to, the stated maturity, is owed or receives (and/or
has received) interest in excess of interest calculated at the maximum
non-usurious rate, then and in any such event all of any such excess interest
shall be canceled automatically as of the date of such acceleration, prepayment
or other event which produces the excess, and, if such excess interest has been
paid to Payee, it shall be credited pro tanto against the
then-outstanding principal balance of Maker’s obligations to Payee, effective
as of the date or dates when the event occurs which causes it to be excess
interest, until such excess is exhausted or all of such principal has been
fully paid and satisfied, whichever occurs first, and any remaining balance of
such excess shall be 


 


ATTACHMENT
I


 

















 


promptly refunded to its
payor.  No prepayment penalty shall be
applicable to the principal amount so paid down by reason of such excess
interest.


 


THE MAKER HEREBY UNCONDITIONALLY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE, ANY OF THE RELATED
DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER
OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT
IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. 
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW AND STATUTORY CLAIMS.)  THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY
RELATED TRANSACTION.  IN THE EVENT OF
LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


 


This Note and any Security
Agreement constitute the entire agreement of the Maker and Payee with respect
to the subject matter hereof and supercedes all prior understandings,
agreements and representations, express or implied.


 


No variation or modification
of this Note, or any waiver of any of its provisions or conditions, shall be
valid unless in writing and signed by an authorized representative of Maker and
Payee.  Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.


 


Any provision in this Note
or any Security Agreement which is in conflict with any statute, law or
applicable rule shall be deemed omitted, modified or altered to conform
thereto.


 


Upon receipt of an affidavit of an officer of
Payee as to the loss, theft, destruction or mutilation of this Note or any Debt
Document which is not of public record, and, in the case of any such loss,
theft, destruction or mutilation, upon surrender and cancellation of such Note
or other Debt Document, Maker will issue, in lieu thereof, a replacement Note
or other Debt Document in the same principal amount thereof and otherwise of
like tenor.


 


It is understood and agreed that this Note
and all of the Debt Documents were negotiated and have been or will be
delivered to Payee in the Commonwealth of Virginia, which State the parties
agree has a substantial relationship to the parties and to the underlying
transactions embodied by this Note and the Debt Documents. Maker agrees to
furnish to Payee at Payee’s office in Alexandria, VA, all further instruments,
certifications and 


 


ATTACHMENT
I


 

















 


documents to be furnished hereunder.  The parties also agree that if collateral is
pledged to secure the debt evidenced by this Note, that the state or states in
which such collateral is located each have a substantial relationship to the
parties and to the underlying transaction embodied by this Note and the Debt
Documents.


 


MAKER AGREES THAT THE PAYEE OF THIS NOTE
SHALL HAVE THE OPTION BY WHICH STATE LAWS THIS NOTE SHALL BE GOVERNED AND
CONSTRUED: (A) THE LAWS OF THE COMMONWEALTH OF VIRGINIA; OR (B) IF
COLLATERAL HAS BEEN PLEDGED TO SECURE THE DEBT EVIDENCED BY THIS NOTE, THEN BY
THE LAWS OF THE STATE OR STATES WHERE THE COLLATERAL IS LOCATED, AT PAYEE’S
OPTION.  THIS CHOICE OF STATE LAWS IS
EXCLUSIVE TO THE PAYEE OF THIS NOTE. 
MAKER SHALL NOT HAVE ANY OPTION TO CHOOSE THE LAWS BY WHICH THIS NOTE
SHALL BE GOVERNED.  MAKER AND GUARANTORS
HEREBY CONSENT TO THE EXERCISE OF JURISDICTION OVER IT BY ANY FEDERAL COURT
SITTING IN VIRGINIA OR ANY VIRGINIA COURT SELECTED BY PAYEE, FOR THE PURPOSES
OF ANY AND ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THE NOTE, ANY
SECURITY AGREEMENT AND ALL OTHER 
DOCUMENTS.  MAKER AND GUARANTORS
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING
BROUGHT IN ANY SUCH COURT, ANY CLAIM BASED ON THE CONSOLIDATION OF PROCEEDINGS
IN SUCH COURTS IN WHICH PROPER VENUE MAY LIE IN DIVERGENT JURISDICTIONS,
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  MAKER AND
GUARANTORS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE, THE OTHER DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY.


 


 


	
  IRONWOOD PHARMACEUTICALS,
  INC.

  	
   

  	
  MICROBIA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


ATTACHMENT
I