Exhibit 10.1


 





EXECUTION
VERSION


 


CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED AS TO CERTAIN PORTIONS OF THIS AGREEMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH THREE
ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 





 









 





 






 


CREDIT
AGREEMENT


 


among


 


Response
genetics, inc.,


as Borrower,


 


SWK FUNDING
LLC,

as Agent, Sole Lead Arranger and Sole Bookrunner,


 


and


 


the financial
institutions party hereto from time to time as Lenders


 


Dated as of
July 30, 2014


 





 



 





 






 




    	 



    	 



    

 


Table
of Contents


 


	 	 	 	 	Page
	 	 	 	 	 
	Section 1	 	Definitions; Interpretation	 	1
	1.1	 	Definitions	 	1
	1.2	 	Interpretation	 	14
	 	 	 	 	 
	Section 2	 	Credit Facility	 	15
	2.1	 	Term Loan Commitments	 	15
	2.2	 	Loan Procedures	 	15
	 	 	2.2.1	Initial Advance	 	15
	 	 	2.2.2	Subsequent Term Loan	 	15
	2.3	 	Commitments Several	 	15
	2.4	 	Indebtedness Absolute;
    No Offset; Waiver	 	16
	2.5	 	Loan Accounting	 	16
	 	 	2.5.1	Recordkeeping	 	16
	 	 	2.5.2	Notes	 	16
	2.6	 	Payment of Interest	 	17
	 	 	2.6.1	Interest Rates	 	17
	 	 	2.6.2	Payments of Interest and Principal	 	17
	2.7	 	Fees	 	17
	2.8	 	Prepayment	 	18
	 	 	2.8.1	Mandatory Prepayment	 	18
	 	 	2.8.2	Voluntary Prepayment	 	18
	2.9	 	Repayment of Term
    Loan	 	18
	 	 	2.9.1	Revenue-Based Payment	 	18
	 	 	2.9.2	Principal	 	20
	2.10	 	Payment	 	20
	 	 	2.10.1	Making of Payments	 	20
	 	 	2.10.2	Application of Payments and Proceeds	 	20
	 	 	2.10.3	Set-off	 	21
	 	 	2.10.4	Proration of Payments	 	21
	 	 	 	 	 
	Section 3	 	Yield Protection	 	21
	3.1	 	Taxes	 	21
	3.2	 	Increased Cost	 	23
	3.3	 	[Reserved]	 	25
	3.4	 	Manner of Funding;
    Alternate Funding Offices	 	25
	3.5	 	Conclusiveness of
    Statements; Survival	 	25
	 	 	 	 	 
	Section 4	 	Conditions Precedent	 	25
	4.1	 	Prior Debt	 	25
	4.2	 	Delivery of Loan Documents	 	25
	4.3	 	Fees	 	27
	4.4	 	Warrants	 	27
	4.5	 	Representations, Warranties,  Defaults	 	27
	4.6	 	Diligence	 	27
	4.7	 	Corporate Matters	 	27
	4.8	 	No Felonies or Indictable
    Offenses	 	27
	4.9	 	No Material Adverse
    Effect	 	27


  




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	Section 5	 	Representations and Warranties	 	28
	5.1	 	Organization	 	28
	5.2	 	Authorization; No
    Conflict	 	28
	5.3	 	Validity; Binding
    Nature	 	28
	5.4	 	Financial Condition	 	28
	5.5	 	No Material Adverse
    Change	 	29
	5.6	 	Litigation	 	29
	5.7	 	Ownership of Properties;
    Liens	 	29
	5.8	 	Capitalization	 	29
	5.9	 	Pension Plans	 	29
	5.10	 	Investment Company
    Act	 	29
	5.11	 	No Default	 	29
	5.12	 	Margin Stock	 	29
	5.13	 	Taxes	 	30
	5.14	 	Solvency	 	30
	5.15	 	Environmental Matters	 	30
	5.16	 	Insurance	 	30
	5.17	 	Information	 	30
	5.18	 	Intellectual Property;
    Products and Laboratory Services	 	31
	5.19	 	[Reserved]	 	31
	5.20	 	Labor Matters	 	31
	5.21	 	Material Contracts	 	32
	5.22	 	Compliance with Laws;
    Health Care Laws	 	32
	5.23	 	Existing Indebtedness;
    Investments, Guarantees and Certain Contracts	 	33
	5.24	 	Affiliated Agreements	 	33
	5.25	 	Names; Locations of
    Offices, Records and Collateral; Deposit Accounts	 	34
	5.26	 	Non-Subordination	 	34
	5.27	 	Broker’s or
    Finder’s Commissions	 	34
	5.28	 	Anti-Terrorism; OFAC	 	34
	5.29	 	Security Interest	 	35
	5.30	 	Survival	 	35
	 	 	 	 	 
	Section 6	 	Affirmative Covenants	 	35
	6.1	 	Information	 	35
	 	 	6.1.1	Annual Report	 	35
	 	 	6.1.2	Interim Reports	 	36
	 	 	6.1.3	Revenue-Based Payment Reconciliation	 	36
	 	 	6.1.4	Compliance Certificate	 	36
	 	 	6.1.5	Reports to Governmental Authorities
    and Shareholders	 	36
	 	 	6.1.6	Notice of Default; Litigation;
    ERISA Matters	 	36
	 	 	6.1.7	Management Report	 	37
	 	 	6.1.8	Projections	 	37
	 	 	6.1.9	Updated Schedules to Guarantee
    and Collateral Agreement	 	38
	 	 	6.1.10	Other Information	 	38
	6.2	 	Books; Records; Inspections	 	38
	6.3	 	Conduct of Business;
    Maintenance of Property; Insurance	 	38
	6.4	 	Compliance with Laws;
    Payment of Taxes and Liabilities	 	40
	6.5	 	Maintenance of Existence	 	40
	6.6	 	Employee Benefit Plans	 	40
	6.7	 	Environmental Matters	 	40
	6.8	 	Further Assurances	 	41


  




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	6.9	 	Compliance with Health
    Care Laws	 	41
	6.10	 	Cure of Violations	 	42
	6.11	 	Corporate Compliance
    Program	 	42
	6.12	 	Payment of Debt	 	42
	6.13	 	Deposit Accounts	 	43
	6.14	 	Collateral Access
    Agreement	 	43
	6.15	 	Insurance Certificates	 	43
	6.16	 	Foreign Good Standing
    Certificates	 	43
	 	 	 	 	 
	Section 7	 	Negative Covenants	 	43
	7.1	 	Debt	 	43
	7.2	 	Liens	 	44
	7.3	 	Dividends; Redemption
    of Equity Interests	 	46
	7.4	 	Mergers; Consolidations;
    Asset Sales	 	46
	7.5	 	Modification of Organizational
    Documents	 	46
	7.6	 	Use of Proceeds	 	47
	7.7	 	Transactions with
    Affiliates	 	47
	7.8	 	Inconsistent Agreements	 	47
	7.9	 	Business Activities	 	47
	7.10	 	Investments	 	48
	7.11	 	Restriction of Amendments
    to Certain Documents	 	49
	7.12	 	Fiscal Year	 	49
	7.13	 	Financial Covenants	 	49
	 	 	7.13.1	Consolidated Unencumbered
    Liquid Assets	 	49
	 	 	7.13.2	Minimum Aggregate Revenue	 	49
	7.14	 	Deposit Accounts	 	49
	7.15	 	Subsidiaries	 	50
	7.16	 	Regulatory Matters	 	50
	7.17	 	Name; Permits; Dissolution;
    Insurance Policies; Disposition of Collateral; Taxes; Trade Names	 	50
	7.18	 	Truth of Statements	 	51
	 	 	 	 	 
	Section 8	 	Events of Default; Remedies	 	51
	8.1	 	Events of Default	 	51
	 	 	8.1.1	Non-Payment of Credit	 	51
	 	 	8.1.2	Default Under Other Debt	 	51
	 	 	8.1.3	Bankruptcy; Insolvency	 	51
	 	 	8.1.4	Non-Compliance with Loan Documents	 	52
	 	 	8.1.5	Representations; Warranties	 	52
	 	 	8.1.6	Pension Plans	 	52
	 	 	8.1.7	Judgments	 	52
	 	 	8.1.8	Invalidity of Loan Documents or
    Liens	 	53
	 	 	8.1.9	Invalidity of Subordination Provisions	 	53
	 	 	8.1.10	Change of Control	 	53
	 	 	8.1.11	Certificate Withdrawals, Adverse
    Test or Audit Results, and Other Matters	 	53
	8.2	 	Remedies	 	54
	 	 	 	 	 
	Section 9	 	Agent.	 	54
	9.1	 	Appointment; Authorization	 	54
	9.2	 	Delegation of Duties	 	55


  




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	9.3	 	Limited Liability	 	55
	9.4	 	Reliance	 	55
	9.5	 	Notice of Default	 	55
	9.6	 	Credit Decision	 	56
	9.7	 	Indemnification	 	56
	9.8	 	Agent Individually	 	56
	9.9	 	Successor Agent	 	57
	9.10	 	Collateral and Guarantee
    Matters	 	57
	9.11	 	SVB Indebtedness Intercreditor
    Agreement	 	58
	9.12	 	Actions in Concert	 	58
	 	 	 	 	 
	Section 10	 	Miscellaneous	 	58
	10.1	 	Waiver; Amendments	 	58
	10.2	 	Notices	 	59
	10.3	 	Computations	 	59
	10.4	 	Costs; Expenses	 	60
	10.5	 	Indemnification by
    Borrower	 	60
	10.6	 	Marshaling; Payments
    Set Aside	 	61
	10.7	 	Nonliability of Lenders	 	61
	10.8	 	Assignments; Participations	 	61
	 	 	10.8.1	Assignments	 	61
	10.9	 	Participations	 	63
	10.10	 	Confidentiality	 	63
	10.11	 	Captions	 	64
	10.12	 	Nature of Remedies	 	64
	10.13	 	Counterparts	 	64
	10.14	 	Severability	 	64
	10.15	 	Entire Agreement	 	65
	10.16	 	Successors; Assigns	 	65
	10.17	 	Governing Law	 	65
	10.18	 	Forum Selection; Consent
    to Jurisdiction	 	65
	10.19	 	Waiver of Jury Trial	 	65
	10.20	 	Patriot Act	 	66


  




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	Annexes	 
	 	 
	Annex I	Commitments and Pro Rata Term Loan Shares
	Annex II	Addresses
	 	 
	Exhibits	 
	 	 
	Exhibit A	Form of Assignment Agreement
	Exhibit B	Form of Compliance Certificate
	Exhibit C	Form of Note
	Exhibit D	Form of Subsequent Term Loan Warrant
	 	 
	Schedules	 
	 	 
	Schedule 1.1	Pending Acquisitions as of the Closing Date
	Schedule 4.1	Prior Debt
	Schedule 5.1	Jurisdictions of Qualification
	Schedule 5.6	Litigation
	Schedule 5.7	Ownership of Properties; Liens
	Schedule 5.8	Capitalization
	Schedule 5.16	Insurance
	Schedule 5.18(a)	Borrower’s Registered Intellectual Property
	Schedule 5.18(b)	Products and Required Permits
	Schedule 5.21	Material Contracts
	Schedule 5.25A	Names
	Schedule 5.25B	Offices
	Schedule 5.26	Permitted Liens
	Schedule 5.27	Broker’s Commissions
	Schedule 7.1	Existing Debt
	Schedule 7.2	Existing Liens
	Schedule 7.7	Transactions with Affiliates
	Schedule 7.10	Existing Investments
	Schedule 7.11	Restricted Material Contracts
	Schedule 7.14	Deposit Accounts


  




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CREDIT
AGREEMENT


 


This
Credit Agreement (as may be amended, restated, supplemented, or otherwise modified
from time to time, this “Agreement”) dated as of July 30, 2014 (the “Closing Date”), among
Response Genetics, Inc., a Delaware corporation (“Borrower”),
the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the
“Lenders”) and SWK Funding LLC (in its individual capacity,
“SWK”), as Agent for all Lenders.


 


In
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


Section
1              Definitions; Interpretation.


 


1.1      
   Definitions.


 


When
used herein the following terms shall have the following meanings:


 


Acquisition
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division
of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests, membership
interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the acquisition of a product license
or a product line (excluding, for purposes of Section 7.10 hereof, any pending Acquisitions as of the Closing Date as set
forth on Schedule 1.1 hereto), or (d) a merger or consolidation or any other combination (other than a merger, consolidation
or combination that effects a Disposition) with another Person (other than a Person that is already a Subsidiary).


 


Affiliate
of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common
control with such Person, (b) any employee, manager, officer or director of such Person and (c) with respect to any
Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making,
purchasing, holding or otherwise investing in commercial loans. For purposes of the definition of the term “Affiliate”,
a Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly,
power to vote ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election
of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract
or otherwise. Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of Borrower
or of any Subsidiary.


 


Agent
means SWK in its capacity as administrative agent for all Lenders hereunder and any successor thereto in such capacity.


 


Aggregate
Revenue shall have the meaning set forth in Section 2.9.1(a).


 


Agreement
has the meaning set forth in the Preamble.


 


Approved
Fund means (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of business
and is advised or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that
manages a Lender or (iv) an Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance
company or other financial institution which temporarily warehouses loans for any Lender or any Person described in clause
(a) above.


 




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Assignment
Agreement means an agreement substantially in the form of Exhibit A.


 


Authorization
shall have the meaning set forth in Section 5.22(b).


 


Borrower
shall have the meaning set forth in the Preamble.


 


Business
Day means any day on which commercial banks are open for commercial banking business in Dallas, Texas, and, in the case of
a Business Day which relates to the calculation of LIBOR, on which dealings are carried on in the London interbank Eurodollar
market.


 


Capital
Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal
property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.


 


Cash
Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time,
issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, or corporate demand notes,
in each case (unless issued by a Lender or its holding company) rated at least “A-l” by Standard & Poor’s
Ratings Group or “P-l” by Moody’s Investors Service, Inc., (c) any certificate of deposit (or time deposit
represented by a certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or any
overnight Federal Funds transaction that is issued or sold by any Lender (or by a commercial banking institution that is a member
of the Federal Reserve System or is a U.S. branch of a foreign banking institution and has a combined capital and surplus and
undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking
institution of the nature referred to in clause (c) above) which (i) is secured by a fully perfected security interest
in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value
at the time such repurchase agreement is entered into of not less than one-hundred percent (100%) of the repurchase obligation
of such Lender (or other commercial banking institution) thereunder, (e) money market accounts or mutual funds which invest
exclusively or substantially in assets satisfying the foregoing requirements, (f) cash, and (g) other short term liquid investments
approved in writing by Agent.


 


Change
of Control means the occurrence of any of the following, unless such action has been consented to in advance in writing by
Agent in its sole discretion:


 


(i)       any
Person acquires the direct or indirect ownership of more than *** percent (***%) of the issued and outstanding voting Equity Interests
of Borrower; or


 


(ii)      a
Key Person Event.


 


CLIA
means (a) the Clinical Laboratory Improvement Act of 1967, as the same may be amended, modified or supplemented from time
to time, including without limitation the Clinical Laboratory Improvement Amendments, 42 U.S.C. § 263a et seq. (“CLIA
88”), and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder,
or (b) any equivalent state statute (and any and all rules or regulations promulgated from time to time thereunder) recognized
by the relevant Governmental Authority as (x) having an “Equivalency” (as defined by CLIA) to CLIA, and (y)
offering a compliance and regulatory framework that is applicable to a Person in such state in lieu of CLIA.


 


CMS
means the Center for Medicare and Medicaid Services of the United States of America.


 


Closing
Date shall have the meaning set forth in the Preamble.


 




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Closing
Date Warrant means that certain warrant issued to SWK by Borrower on the Closing Date.


 


Collateral
has the meaning set forth in the Guarantee and Collateral Agreement.


 


Collateral
Access Agreement means an agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee or
lessor of real property on which Collateral (or any books and records) is stored or otherwise located, or a warehouseman, processor
or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives (or, if approved
by Agent, subordinates) any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee
or lessor, permits Agent reasonable access to any Collateral stored or otherwise located thereon.


 


Collateral
Documents means, collectively, the Guarantee and Collateral Agreement, the IP Security Agreement, each Notice and Consent
Agreement, any Mortgage delivered in connection with the Loan from time to time, any Account Control Agreement and each other
agreement or instrument pursuant to or in connection with which any Loan Party or any other Person grants a Lien in any Collateral
to Agent for the benefit of Lenders, each as amended, restated or otherwise modified from time to time.


 


Competitor
means any Person whose primary source of revenue is earned directly from the business of acquisition, licensing, development,
marketing or promotion of healthcare products. 


 


Commitment
means, as to any Lender, such Lender’s Pro Rata Term Loan Share.


 


Compliance
Certificate means a certificate substantially in the form of Exhibit B.


 


Consolidated
Net Income means, with respect to Borrower and its Subsidiaries, for any period, the consolidated net income (or loss) of
Borrower and its Subsidiaries for such period, as determined under GAAP.


 


Consolidated
Unencumbered Liquid Assets means any Cash Equivalent Investment owned by Borrower and its Subsidiaries on a consolidated basis
which are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or
proceeds thereof) prior to the general creditors of Borrower and such Subsidiaries other than the Lien for the benefit of Agent
and Lenders.


 


Contingent
Obligation means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or
is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply
funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other
liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect
of any Contingent Obligation shall be deemed to be the amount for which the Person obligated thereon is reasonably expected to
be liable or responsible.


 


Contract
Rate means a rate per annum equal to (x) the LIBOR Rate, plus (y) twelve and one-half of one percent
(12.5%).


 




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Controlled
Group means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with a Loan Party, are treated as a single employer under Section
414 of the IRC or Section 4001 of ERISA.


 


Controlled
Substances Act means the Drug Abuse Prevention and Control Act; Title 21 of the United States Code, 13 U.S.C, as amended from
time to time as amended from time to time.


 


Copyrights
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter
acquired right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright,
all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright
Office or in any similar office or agency of the United States, any State thereof or any political subdivision thereof, or in
any other country, and all research and development relating to the foregoing; and (ii) all renewals of any of the foregoing.



 


DEA
means the Federal Drug Enforcement Administration of the United States of America . 


 


Debt
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital
Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all
obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the
ordinary course of business), other than payment obligations, earn-outs and similar obligations of such Person arising in connection
with an Acquisition or royalty payments or milestone payments in connection with the acquisition of a product line or product
license (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have
been assumed by such Person (with the amount thereof being measured as the lesser of (x) the aggregate unpaid amount of
such indebtedness and (y) the fair market value of such property), (f) all reimbursement obligations, contingent or
otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the
account of such Person, other than obligations that relate to trade accounts payable in the ordinary course of business, (g) all
Hedging Obligations of such Person, (h) all Contingent Obligations of such Person in respect of Debt of others, (i) all
indebtedness of any partnership of which such Person is a general partner except to the extent such Person is not liable for such
Debt, and (j) all obligations of such Person under any synthetic lease transaction, where such obligations are considered
borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.


 


“Debtor
Relief Law” shall mean, collectively: (a) Title 11 of the United States Code, 11 U.S.C. § 101 et. seq., as amended
from time to time, and (b) all other United States or foreign applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the
rights of creditors generally, in each case as amended from time to time.


 


Default
means any event that, if it continues uncured, will, with the lapse of time or the giving of notice or both, constitute an
Event of Default.


 


Default
Rate means a rate per annum equal to the lesser of (i) three percent (3%) over the Contract Rate, or (ii) the maximum
rate of interest permitted to be charged by applicable laws or regulation governing this Agreement until paid.


 


Deposit
Account shall mean, individually and collectively, any bank or other depository accounts of Borrower.


 




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Disposition
means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to any
other Loan Party), but specifically excluding any license or sublicense, (b) any loss, destruction or damage thereof or (c) any
condemnation, confiscation, requisition, seizure or taking thereof, in each case excluding (i) any Disposition (except as
set forth in clauses (ii) and (iii) below) where the Net Cash Proceeds of any sale, lease, assignment, transfer,
condemnation, confiscation, requisition, seizure or taking which do not in the aggregate exceed $*** in any Fiscal Year, (ii)
the sale of Inventory or Product in the ordinary course of business and (iii) any issuance of Equity Interests by Borrower.


 


Dollar
and $ mean lawful money of the United States of America.


 


Drug
Application means a new drug application, an abbreviated drug application, or a product license application for any Product,
as appropriate, as those terms are defined in the FDA Law and Regulation.


 


EBITDA
means, for any Person and its Subsidiaries for any period, Consolidated Net Income for such period plus, to the extent deducted
in determining such Consolidated Net Income for such period (and without duplication), (i) Interest Expense, (ii) income
tax expense (including tax accruals), (iii) depreciation and amortization, (iv) nonrecurring cash fees, costs and expenses
incurred in connection with the Acquisitions of product licenses and product lines from a third party, and milestone and royalty
payments to any third party, in relation to any Material Contract or any other Acquisition made prior to the date of this Agreement,
(v) non-cash expenses relating to equity-based compensation or purchase accounting, and (vi) other non-recurring and/or non-cash
expenses or charges approved by the Agent. 


 


Environmental
Claims means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility
for violation of any Environmental Law, or for release or injury to the environment or any Person or property.


 


Environmental
Laws means all present or future foreign, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances
and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements
with, any Governmental Authority, in each case relating to any matter arising out of or relating to the effect of the environment
on health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the
presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control
or cleanup of any Hazardous Substance.


 


Equity
Interests means, with respect to any Person, its equity ownership interests, its common stock and any other capital stock
or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations
or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common
stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership
unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities
convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.


 


Event
of Default means any of the events described in Section 8.1.


 


Excluded
Taxes has the meaning set forth in Section 3.1(a).


 




    	- 5 -



    	 



    

 


Exempt
Accounts means any Deposit Accounts, securities accounts or other similar accounts (i) into which there are deposited no funds
other than those intended solely to cover compensation to employees of the Loan Parties (and related contributions to be made
on behalf of such employees to health and benefit plans) plus balances for outstanding checks for compensation and such contributions
from prior periods; or (ii) constituting employee withholding accounts and contain only funds deducted from pay otherwise due
to employees for services rendered to be applied toward the tax obligations of such Person or its employees.


 


Exit
Fee shall have the meaning set forth in Section 2.7(b).


 


Fair
Valuation shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which
may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going
concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.


 


FATCA
means Sections 1471 through 1474 of the IRC and any current or future regulations thereunder or official interpretations thereof.


 


FD&C
Act means the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq., as amended.


 


FDA
means the Food and Drug Administration of the United States of America.


 


FDA
Law and Regulation means the provisions of the FD&C Act and all applicable regulations promulgated by the FDA.


 


FDA
Products means any finished products sold by Borrower or any of the other Loan Parties for itself or for a third party that
are subject to applicable Health Care Laws.


 


Fiscal
Quarter means a calendar quarter of a Fiscal Year.


 


Fiscal
Year means the fiscal year of Borrower and its Subsidiaries, which period shall be the 12-month period ending on December
31 of each year.


 


Foreign
Lender means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of
the IRC.


 


FRB
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


GAAP
means generally accepted accounting principles in effect in the United States of America set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature
and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.


 


Governmental
Authority means any nation or government, any state or other political subdivision thereof, and any agency, branch of government,
department or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government
and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing,
whether domestic or foreign. Governmental Authority shall include any agency, branch or other governmental body charged with the
responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.


 




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Guarantee
and Collateral Agreement means the Guarantee and Collateral Agreement dated as of the Closing Date by each Loan Party signatory
thereto in favor of Agent and Lenders.


 


Hazardous
Substances means hazardous waste, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or other substance
regulated by any Environmental Law.


 


Health
Care Laws mean all foreign, federal and state fraud and abuse laws relating to the regulation of pharmaceutical products,
laboratory facilities and services, healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities
or healthcare payors, including but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. (§1320a-7b(b)), the Stark
Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C.
Section 1071 et seq.), Section 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant
to such statues; (ii) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191) and the regulations
promulgated thereunder, (iii) Medicare (Title XVIII of the Social Security Act) and the regulations promulgated thereunder; (iv)
Medicaid (Title XIX of the Social Security Act) and the regulations promulgated thereunder; (v) the FD&C Act and all applicable
requirements, regulations and guidances issued thereunder by the FDA (including FDA Law and Regulation); (vi) the Controlled Substances
Act, as amended, and all applicable requirements, regulations and guidances issued thereunder by the DEA; (vii) CLIA, as amended,
and all applicable requirements, regulations, and guidance issued thereunder by the applicable Governmental Authority; (viii)
quality, safety and accreditation standards and requirements of all applicable foreign and domestic federal, provincial or state
laws or regulatory bodies; (ix) all applicable licensure laws and regulations; (x) all applicable professional standards regulating
healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities or healthcare payors; and
(xi) any and all other applicable health care laws (whether foreign or domestic), regulations, manual provisions, policies and
administrative guidance, including those related to the corporate practice of medicine, fee-splitting, state anti-kickback or
self-referral prohibitions, each of clauses (i) through (xi) as may be amended from time to time.


 


Hedging
Obligation means, with respect to any Person, any liability of such Person under any interest rate, currency or commodity
swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against
fluctuations in interest rates, currency exchange rates or commodity prices. The amount of any Person’s obligation in respect
of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements
of such Person in accordance with GAAP.


 


Intellectual
Property shall mean all present and future:  trade secrets, know-how and other proprietary information; Trademarks and
Trademark Licenses (as defined in the Guarantee and Collateral Agreement), internet domain names, service marks, trade dress,
trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing)
indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations
or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; Copyrights
(including Copyrights for computer programs, but excluding commercially available off-the-shelf software and any Intellectual
Property rights relating thereto) and Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and all tangible
and intangible property embodying the Copyrights, unpatented inventions (whether or not patentable); Patents and Patent Licenses
(as defined in the Guarantee and Collateral Agreement); industrial design applications and registered industrial designs; license
agreements related to any of the foregoing and income therefrom, books, records, writings, computer tapes or disks, flow diagrams,
specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations,
embodiments or incorporations of any of the foregoing; customer lists and customer information, the right to sue for all past,
present and future infringements of any of the foregoing; all other intellectual property; and all common law and other rights
throughout the world in and to all of the foregoing.


 




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Indemnified
Taxes has the meaning set forth in Section 3.1(a).


 


Intercreditor
Agreement means that certain Intercreditor Agreement, dated as of the Closing Date, by and between Agent and SVB.


 


Interest
Expense means for any period the consolidated interest expense of Borrower and its Subsidiaries for such period (including
all imputed interest on Capital Leases).


 


Inventory
has the meaning set forth in the Guarantee and Collateral Agreement.


 


Investment
means, with respect to any Person, (a) the purchase of any debt or equity security of any other Person, (b) the
making of any loan or advance to any other Person, (c) becoming obligated with respect to a Contingent Obligation in respect
of obligations of any other Person (other than travel and similar advances to employees in the ordinary course of business) or
(d) the making of an Acquisition.


 


Investment
Affiliate means any fund or investment vehicle that (a) is organized by a Sponsor for the purpose of making equity or
debt investments in one or more companies and (b) is controlled by, or under common control with, such Sponsor. For purposes
of this definition “control” means the power to direct or cause the direction of management and policies of a Person,
whether by contract or otherwise.


 


IP
Security Agreement means the Intellectual Property Security Agreement dated as of the Closing Date by each Loan Party signatory
thereto in favor of Agent and the Lenders.


 


IRC
means the Internal Revenue Code of 1986, as amended.


 


IRS
means the United States Internal Revenue Service.


 


Key
Person means, individually, each Person serving as the Chief Executive Officer of Borrower, as the Chief Financial Officer
of Borrower, and as a Vice President of Borrower.


 


Key
Person Event means, unless such actions are consented to in advance in writing by Agent, within any sixty (60) day period,
fifty percent (50%) or more of the Key Persons depart or otherwise terminate their respective employment with Borrower, for any
reason other than (i) health or family-related matters, (ii) the death of such Key Person, or (iii) the disability of such Key
Person, unless not less than seventy-five percent (75%) of such departing Key Persons are replaced within one-hundred eighty (180)
days of the start of such sixty (60) day period with (in each case) a person of like qualification and experience to assume the
respective responsibilities of such departing Key Person and which has been approved in writing by Agent to assume such responsibility
and capacity of the applicable departing Key Person, which approval by Agent shall not be unreasonably withheld or delayed.


 


Laboratory
Services means services provided by Borrower or any Affiliate of Borrower to un-Affiliated Persons, including without limitation
any sales, services, laboratory analysis, testing, consulting, or any other healthcare-related services.


 


Legal
Costs means, with respect to any Person, all reasonable, duly documented, out-of-pocket fees and charges of any counsel, accountants,
auditors, appraisers, consultants and other professionals to such Person, and all court costs and similar legal expenses.


  



    	- 8 -



    	 



    




 


Lenders
has the meaning set forth in the Preamble.


  


LIBOR
Rate means a fluctuating rate per annum equal to the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit
market), as the offered rate for loans in Dollars for a three (3) month period, rounded upwards, if necessary, to the nearest
1/8 of 1%. The rate is set by the ICE Benchmark Administration as of 11:00 a.m. (London time) as determined two (2) Business Days
prior to each Payment Date, and effective on the Payment Date immediately following such determination date. If Bloomberg Professional
Service (or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate or Agent
determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank
Market or if such index no longer exists or if page USD-LIBOR-BBA (ICE) no longer exists or accurately reflects the rate available
to Agent in the London Interbank Market, Agent may select a replacement index that approximates as near as possible such prior
index. Notwithstanding the foregoing, in no event shall the “LIBOR Rate” ever be less than one percent (1%) per annum
at any time.


 


Lien
means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right
owned or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any
mortgage, lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by
judicial process or otherwise.


 


Loan
Documents means this Agreement, the Notes, the Intercreditor Agreement, the Collateral Documents and all documents, instruments
and agreements delivered in connection with the foregoing.


 


Loan
Party means Borrower and each of its Subsidiaries.


 


Loan
or Loans means, individually and collectively the Term Loans and any other advances made by Agent and Lenders in accordance
with the Loan Documents.


 


Margin
Stock means any “margin stock” as defined in Regulation T, U or X of the FRB.


 


Material
Adverse Effect means (a) a material adverse change in, or a material and adverse effect upon, the financial condition,
operations, assets, business or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability
of any Loan Party to perform any of its payment Obligations under any Loan Document or (c) a material and adverse effect
upon any material portion of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability
against any Loan Party of any material Loan Document. For the avoidance of doubt, the investigation, inspection, examination,
audit or view of the operations of any Loan Party in the ordinary course of business by any Governmental Authority, changes in
general local, domestic, foreign, or international economic conditions, changes affecting generally the industries or markets
in which Borrower operates, acts of war, sabotage or terrorism, military actions or the escalation thereof, or any changes in
applicable laws or accounting rules or principles, including changes in GAAP shall not in themselves be deemed to be a Material
Adverse Effect or be deemed to be an event that could or would reasonably be expected to result in or have a Material Adverse
Effect.


 


Material
Contract has the meaning assigned in Section 5.21 hereof.


 


Mortgage
means a mortgage, deed of trust, leasehold mortgage or similar instrument granting Agent a Lien on a real property interest
of any Loan Party, each as amended, restated or otherwise modified from time to time.


 




    	- 9 -



    	 



    

 


Multiemployer
Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any member of the
Controlled Group may have any liability.


 


Net
Cash Proceeds means:


 


(a)       with
respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance and
by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received)
received by any Loan Party pursuant to such Disposition net of (i) the reasonable direct costs relating to such Disposition
(including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion
of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that
such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to and receipt by the applicable
Loan Party), (iii) taxes and other governmental costs and expenses paid or reasonably estimated by a Loan Party to be payable
as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts
required to be applied to the repayment of any Debt (together with any interest thereon, premium or penalty and any other amount
payable with respect thereto) secured by a Lien that has priority over the Lien, if any, of Agent on the asset subject to such
Disposition, (v) reserves for purchase price adjustments and retained liabilities reasonably expected to be payable by the Loan
Parties in connection therewith established in accordance with GAAP (provided that upon the final determination of the
amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments
and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Net Cash Proceeds) and
(vi)(A) with respect to any Disposition described in clauses (a), (b) or (c) of the definition
thereof, all money actually applied within one-hundred eighty (180) days to replace such assets to be used in the business of
Borrower and the Subsidiaries, and (B) with respect to any Disposition, all money actually applied within one-hundred eighty
(180) days to replace the assets in question or to repair or reconstruct damaged property or property affected by loss, destruction,
damage, condemnation, confiscation, requisition, seizure or taking; and


 


(b)       with
respect to any issuance of equity securities, the aggregate cash proceeds received by Borrower or any Subsidiary pursuant to such
issuance, net of the reasonable direct costs relating to such issuance (including reasonable sales and underwriter’s commission,
legal and accounting fees and fees to any Governmental Authority).


 


Net
Sales means the gross amount billed or invoiced by Borrower and its Subsidiaries for Laboratory Services (including products
and services ancillary thereto) to independent customers, less deductions for (a) quantity, trade, cash or other discounts, allowances,
credits or rebates (including customer rebates) actually allowed or taken, (b) amounts deducted, repaid or credited by reason
of rejections or returns of goods and government mandated rebates, or because of chargebacks or retroactive price reductions,
(c) charges for freight, handling, postage, transportation, insurance and other shipping charges and (d) taxes, tariffs, duties
or other governmental charges or assessments (including any sales, value added or similar taxes other than an income tax) levied,
absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery or use of pharmaceutical products.
A Laboratory Service shall be considered sold and/or provided when billed out or invoiced. To the extent applicable, components
of Net Sales shall be determined in the ordinary course of business in accordance with historical practice and using the accrual
method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, the Lenders and Agent understand and
agree that Affiliates of the Borrower shall not be regarded as independent customers.


 




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Note
means a promissory note substantially in the form of Exhibit C.


 


Obligations
means all liabilities, indebtedness and obligations (monetary (including post-petition interest, allowed or not) or otherwise)
of any Loan Party under this Agreement, any other Loan Document or any other document or instrument executed in connection herewith
or therewith which are owed to any Lender or Affiliate of a Lender, in each case howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.


 


OFAC
shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


Operating
Lease means any lease of (or other agreement conveying the right to use) any real or personal property by Borrower or any
Subsidiary, as lessee, other than any Capital Lease.


 


Origination
Fee shall have the meaning set forth in Section 2.7(a).


 


Paid
in Full, Pay in Full or Payment in Full means, with respect to any Obligations, the payment in full in cash
of all such Obligations (other than contingent indemnification obligations, yield protection and expense reimbursement to the
extent no claim giving rise thereto has been asserted in respect of contingent indemnification obligations, and to the extent
no amounts therefor have been asserted, in the case of yield protection and expense reimbursement obligations).


 


Patents
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter
acquired right, title and interest in and to: (i) all patents, patent applications, inventions, invention disclosures and improvements,
and all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States
Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any political subdivision
thereof, or in any other country, and all research and development relating to the foregoing; and (ii) the reissues, divisions,
continuations, renewals, extensions and continuations-in-part of any of the foregoing.


 


Payment
Date means the forty-fifth (45th) day following the last calendar day of each of the months of September, December, March,
and June, commencing with November 15, 2014.


 


PBGC
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its material functions under ERISA.


 


Pension
Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a Multiemployer Pension Plan), and to which Borrower or any member of the Controlled Group may have any liability,
including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


Permit
shall mean collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.


 


Permitted
Liens means Liens permitted by Section 7.2.


 


Person
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority
or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.


 




    	- 11 -



    	 



    

 


Prior
Debt means the Debt listed on Schedule 4.1; provided that for the avoidance of doubt, for purposes of this Agreement,
the term “Prior Debt” does not include the SVB Indebtedness or money owed pursuant to any Capital Lease existing as
of the Closing Date.


 


Pro
Rata Term Loan Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance
with the terms hereof) specified opposite such Lender’s name on Annex I which percentage represents the aggregate
percentage of the Term Loan Commitment held by such Lender, which percentage shall be with respect to the outstanding balance
of the Term Loan as of any date of determination after the Term Loan Commitment has terminated.


 


Product
means any products manufactured, sold, developed, tested or marketed by Borrower or any of its Subsidiaries, including without
limitation, those products set forth on Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2);
provided, however, that if Borrower shall fail to comply with the obligations under Section 6.1.2 to give notice
to Agent and update Schedule 5.18(b) prior to manufacturing, selling, developing, testing or marketing any new Product,
any such improperly undisclosed Product shall be deemed to be included in this definition; and provided, further, that
products manufactured by Borrower for unaffiliated third parties shall not be deemed “Products” hereunder.


 


Registered
Intellectual Property means all applications, registrations and recordings for or of Patents, Trademarks or Copyrights filed
by Borrower with any Governmental Authority, all internet domain name registrations owned by Borrower, and all proprietary software
owned by Borrower.


 


Required
Lenders means Lenders having an aggregate Pro Rata Term Loan Share in excess of fifty percent (50%), collectively; provided
that if there are only two Lenders, then Required Lenders means both such Lenders (Lenders that are Affiliates of one another
being considered as one Lender for purposes of this proviso).


 


Required
Permit means a Permit (a) issued or required under applicable law to the business of Borrower or any of its Subsidiaries
or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling,
furnishing, distribution or delivery of goods or services under any laws applicable to the business of Borrower or any of its
Subsidiaries (including, without limitation, any Health Care Laws) or any Drug Application (including without limitation, at any
point in time, all licenses, approvals and permits issued by the FDA, CMS, or any other applicable Governmental Authority necessary
for the testing, manufacture, marketing or sale of any Product by any Borrower or its Subsidiary as such activities are being
conducted by Borrower or its Subsidiary with respect to such Product at such time), and (b) issued by any Person from which
Borrower or any of its Subsidiaries have received an accreditation.


 


Responsible
Officer shall mean the president, vice president or secretary of a Person, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the
chief financial officer, the treasurer or the controller of a Person, or any other officer having substantially the same authority
and responsibility, and in all cases such person shall be listed on an incumbency certificate delivered to Agent, in form and
substance acceptable to Agent in its sole discretion.


 


Revenue-Based
Payment has the meaning set forth in Section 2.9.1(a).


 




    	- 12 -



    	 



    

 


Royalties
means the amount of any and all royalties, license fees and any other payments or income of any type recognized as revenue
in accordance with GAAP with respect to the sale or provision by the Borrower and its Subsidiaries of Laboratory Services or other
healthcare-related products or services by independent licensees of the Borrower and its Subsidiaries, including any such payments
characterized as a share of net profits, any up-front or lump sum payments, any milestone payments, commissions, fees or any other
similar amounts, less deductions for amounts deducted, repaid or credited by reason of adjustments to the sales upon which royalty
amounts are based, regardless of the reason for such adjustment to such sales. For the purposes of calculating Royalties, the
Lenders and Agent understand and agree that Affiliates of the Borrower shall not be regarded as independent licensees.


 


Solvent
means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of
such Person’s liabilities (including disputed, contingent, unmatured and unliquidated liabilities); (b) the present fair
saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured; (c) such Person is able to pay its debts and other liabilities
(including subordinated, disputed, contingent, unmatured and unliquidated liabilities) as they mature in the normal course of
business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.


 


Subsidiary
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person
owns, directly or indirectly, such number of outstanding shares or other equity interests as to have more than fifty percent (50%)
of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability
company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to
Subsidiaries of Borrower.


 


Subsequent
Term Loan Warrant means a warrant to be issued to SWK by Borrower, in the form attached hereto as Exhibit D, on or
prior to the date of any subsequent Term Loan made by Lenders pursuant to Section 2.2.2.


 


SVB
means Silicon Valley Bank.


 


SVB
Indebtedness means any Debt of Borrower (in an amount not to exceed $2,000,000) owing to Silicon Valley Bank, pursuant to
the SVB Loan Documents.


 


SVB
Loan Documents means that certain Loan and Security Agreement, dated July 26, 2011, by and between Silicon Valley Bank and
Borrower, and the documents, instruments, and agreements executed in conjunction therewith, as each may be amended prior to the
Closing Date.


 


SWK
has the meaning set forth in the Preamble.


 


Taxes
has the meaning set forth in Section 3.1(a).


 


Term
Loan Commitment means $12,000,000.


 


Term
Loan Maturity Date means July 30, 2020, or such earlier date on which the Commitments terminate pursuant to Section 8.


 


Term
Loan has the meaning set forth in Section 2.1.


 




    	- 13 -



    	 



    

 


Trademarks
shall mean all of Borrower’s (or if referring to another Person, such other Person’s) now existing or hereafter
acquired right, title, and interest in and to: (i) all of Borrower’s (or if referring to another Person, such other Person’s)
trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos, other business identifiers, all applications, registrations and recordings relating to the foregoing as may at any time
be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, or in any other
country, and all research and development relating to the foregoing; (ii) all renewals thereof; and (iii) all designs and general
intangibles of a like nature.


 


Uniform
Commercial Code means the Uniform Commercial Code as in effect in the State of New York; provided that if perfection
or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code”
means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or non-perfection or priority.


 


U.S.
Lender means any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC.


 


Wholly-Owned
Subsidiary means, as to any Person, another Person all of the equity interests of which (except directors’ qualifying
shares) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.


 


1.2         Interpretation.


 


In
the case of this Agreement and each other Loan Document, (a) the meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document
unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited
to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including”; the words “to” and “until” each mean “to but excluding”,
and the word “through” means “to and including”; (e) unless otherwise expressly provided in such
Loan Document, (i) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments
and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms
of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and
regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and
the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters,
all of which are cumulative and each shall be performed in accordance with its terms and (g) this Agreement and the other
Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other
parties hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Borrower, Agent
or Lenders merely because of Borrower’s, Agent’s or Lenders’ involvement in their preparation. Except where
otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s
judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (x) within
the sole and absolute discretion of Agent and/or Lenders, acting in good faith; and (y) deemed to have been given
only by a specific writing intended for such purpose executed by Agent.





 




    	- 14 -



    	 



    

 


Section
2              Credit Facility.


 


2.1          Term
Loan Commitments.



 


On
and subject to the terms and conditions of this Agreement, each Lender, severally and for itself alone, agrees to make a multi-draw
term loan to Borrower (each such loan, a “Term Loan”) in such Lender’s applicable Pro Rata Term Loan
Share of the Term Loan Commitment. The Commitments of Lenders to make a Term Loan shall terminate concurrently with the making
of such Term Loan on the Closing Date. The Loan is not a revolving credit facility, and therefore, Term Loans which are repaid
or prepaid by Borrower, in whole or in part, may not be re-borrowed. 


 


2.2         Loan
Procedures.


 


2.2.1       Initial
Advance.


 


On
the Closing Date, Lenders shall advance to Borrower an amount equal to Eight Million Five-hundred Thousand and No/100 Dollars
($8,500,000), upon Borrower satisfaction of the conditions to closing described in Section 4 of this Agreement.


 


2.2.2       Subsequent
Term Loan.


 


During
the period beginning on the Closing Date and ending February 28, 2016, so long as (x) no Default or Event of Default has
occurred and is continuing, (y) the Aggregate Revenue recognized by Borrower and any of its Subsidiaries during any period
of four (4) consecutive Fiscal Quarters ending prior to December 31, 2015, exceeds $***, and (z) Agent shall have received
the fully-executed Subsequent Term Loan Warrant, upon Agent’s receipt of a written request from Borrower for a subsequent
advance of the Loan, Lenders shall make (1) one additional advance (within thirty (30) days of receipt by Agent of such written
request for advance) to Borrower in a maximum amount of Three Million Five-Hundred Thousand and No/100 Dollars ($3,500,000).


 


2.3         Commitments
Several.


 


The
failure of any Lender to make the initial Term Loan on the Closing Date or any subsequent Term Loan in accordance with Section
2.2.2 above shall not relieve any other Lender of its obligation (if any) to make a Loan on the applicable date, but no Lender
shall be responsible for the failure of any other Lender to make any Term Loan to be made by such other Lender.


  




    	- 15 -



    	 



    

 


2.4         Indebtedness
Absolute; No Offset; Waiver.


 


The
payment obligations of Borrower hereunder are absolute and unconditional, without any right of rescission, setoff, counterclaim
or defense for any reason against Agent and Lenders. As of the Closing Date, the Loan has not been compromised, adjusted, extended,
satisfied, rescinded, set-off or modified, and the Loan Documents are not subject to any litigation, dispute, refund, claims of
rescission, setoff, netting, counterclaim or defense whatsoever, including but not limited to, claims by or against any Loan Party
or any other Person. Payment of the Obligations by Borrower, shall be made only by wire transfer, in Dollars, and in immediately
available funds when due and payable pursuant to the terms of this Agreement and the other Loan Documents, is not subject to compromise,
adjustment, extension, satisfaction, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible,
reduction, termination or modification, whether arising out of transactions concerning the Loan, or otherwise. Without limitation
to the forgoing, to the fullest extent permitted under applicable law, Borrower hereby waives (and shall cause each Loan Party
to waive) (a) presentment, protest and demand, notice of default (except as expressly required in the Loan Documents), notice
of intent to accelerate (except as expressly required in the Loan Documents), notice of acceleration (except as expressly required
in the Loan Documents), notice of protest, notice of demand and of dishonor and non-payment of the Obligations (except as expressly
required in the Loan Documents), (b) any requirement of diligence or promptness on Agent’s part in the enforcement
of its rights under the provisions of this Agreement and any other Loan Document, (c) any rights, legal or equitable, to
require any marshalling of assets or to require foreclosure sales in a particular order, (d) all notices of every kind and
description which may be required to be given by any statute or rule of law except as specifically required hereunder, (e) the
benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale or any portion of
the Collateral, (f) all rights of homestead, exemption, redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the Obligations in the event of foreclosure of the Liens created by the Loan Documents,
(g) the pleading of any statute of limitations as a defense to any demand under any Loan Document and (h) any defense
to the obligation to make any payments required under the Loan Documents, including the obligation to pay taxes based on any damage
to, defects in or destruction of the Collateral or any other event, including obsolescence of any of the Collateral, it being
agreed and acknowledged that such payment obligations are unconditional and irrevocable. Borrower further acknowledges and agrees
(i) to any substitution, subordination, exchange or release of any security or the release of any party primarily or secondarily
liable for the payment of the Loan; (ii) that Agent shall not be required to first institute suit or exhaust its remedies
hereon against others liable for repayment of all or any part of the Loan, whether primarily or secondarily (collectively, the
“Obligors”), or to perfect or enforce its rights against any Obligor or any security for the Loan; and (iii) that
its liability for payment of the Loan shall not be affected or impaired by any determination that any security interest or lien
taken by Agent for the benefit of Lenders to secure the Loan is invalid or unperfected. Borrower acknowledges, warrants and represents
in connection with each waiver of any right or remedy of Borrower contained in any Loan Document, that it has been fully informed
with respect to, and represented by counsel of its choice in connection with, such rights and remedies, and all such waivers,
and after such advice and consultation, has presently and actually intended, with full knowledge of its rights and remedies otherwise
available at law or in equity, to waive or relinquish such rights and remedies to the full extent specified in each such waiver.


 


2.5         Loan
Accounting.


 


2.5.1        Recordkeeping.


 


Agent,
on behalf of each Lender, shall record in its records the date and amount of the Loan made by each Lender, each prepayment and
repayment thereof. The aggregate unpaid principal amount so recorded shall be final, binding and conclusive absent manifest error.
The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect
the Obligations of Borrower hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all
interest accruing thereon.


 


2.5.2        Notes.


 


At
the request of any Lender, the Loan of such Lender shall be evidenced by a Note, with appropriate insertions, payable to the order
of such Lender in a face principal amount equal to such Lender’s Pro Rata Term Loan Share and payable in such amounts and
on such dates as are set forth herein.





 




    	- 16 -



    	 



    

 


2.6         Payment
of Interest.  


 


2.6.1       Interest
Rates.


 


(a)      The
outstanding principal balance under the Loan shall bear interest at a per annum rate of interest equal to the Contract Rate. Whenever,
subsequent to the date hereof, the LIBOR Rate is increased or decreased (as determined on the date that is two (2) Business Days
prior to each Payment Date), the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent
Payment Date, without notice or demand of any kind by an amount equal to the amount of such change in the LIBOR Rate on the date
that is two (2) Business Days prior to each Payment Date. The quarterly interest due on the principal balance of the Loan outstanding
shall be computed for the actual number of days elapsed during the Fiscal Quarter in question on the basis of a year consisting
of three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each
day of the Fiscal Quarter in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished
by Agent for the amount of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased
and such decrease was not reflected in such statement, Borrower shall make the payment specified in such statement from Agent
and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent payment due
hereunder. If any statement furnished by Agent for the amount of a payment due was less than the actual amount that should have
been paid because the LIBOR Rate increased and such increase was not reflected in such statement, Borrower shall make the payment
specified in such statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent
payment due hereunder.


 


(b)      Borrower
recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the
other Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’
loss of the use of funds not timely received. Borrower further acknowledges and agrees that in the event of any such Default,
Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely difficult and
impracticable to ascertain the extent of or compute such damages. Therefore, upon the Maturity Date and upon the occurrence and
during the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without
notice to Borrower, at the Default Rate. The Default Rate shall be calculated and due from the date that the Default occurred
which led to the Event of Default without regard to any grace or cure period as may be applicable and shall be payable upon demand.


 


2.6.2       Payments
of Interest and Principal.


 


Borrower
shall pay to Lenders all accrued interest on the Loan in arrears on each Payment Date, upon a prepayment of such Loan in accordance
with Section 2.8 and at maturity in cash. Any partial prepayment of the Loan shall be applied in inverse order of maturity
and so shall not reduce the amount of any quarterly principal amortization payment required pursuant to the preceding sentence
(but this shall not be construed as permitting any partial prepayment other than as may be expressly permitted elsewhere in this
Agreement)


 


2.7         Fees.


  


(a)          Origination
Fee. Borrower shall pay to SWK, for its own account, a fee (the “Origination Fee”) in the amount of $***,
which Origination Fee shall be deemed fully earned and non-refundable on the Closing Date.


 


(b)          Exit
Fee. Upon the earlier to occur of (i) the Term Loan Maturity Date, or (ii) full repayment of the Loan and all other
Obligations whether as a result of the acceleration of the Loan, or otherwise, Borrower shall pay an exit fee to Agent, for the
benefit of Lenders, in an amount equal to *** percent (***%) multiplied by the aggregate principal amount of all Term Loans advanced
hereunder.


 






    	- 17 -



    	 



    




 


2.8          Prepayment.


 


2.8.1       Mandatory
Prepayment. Borrower shall prepay the Term Loans until paid in full within two (2) Business
Days after the receipt by a Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds.


 


2.8.2       Voluntary
Prepayment.


 


(a)       Subject
to clause (b) below, Borrower may from time to time, on at least five (5) Business Day’s written notice or telephonic
notice (followed on the same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof)
not later than 12:00 noon Dallas time on such day, prepay the Term Loans in whole or in part. Such notice to Agent shall specify
the Loans to be prepaid and the date and amount of prepayment shall be subject to Section 2.9.1(b) or 2.10.2 (as
applicable).


 


(b)       Subject
to clause (c) below, if Borrower makes any prepayment of the Term Loans under clause (a), it shall pay to the Lenders
on the date of such prepayment a prepayment premium as follows: (i) ***, (ii) ***, (iii) ***, (iv) ***; and (v) if such prepayment
is made on or after the fourth anniversary of the Closing Date but prior to the Term Loan Maturity Date, zero percent (0%).


 


(c)       No
such prepayment premium shall be due and owing in relation to any prepayment in full of the Loan and all Obligations via a refinance
or other transaction between Agent and Borrower.


 


2.9          Repayment
of Term Loan.


 


2.9.1       Revenue-Based
Payment.


 


(a)       During
the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to pay, for the account of
each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net Sales, Royalties
and any other income or revenue recognized by Borrower or its Subsidiary in accordance with GAAP (collectively, the “Aggregate
Revenue”) in each Fiscal Quarter (the “Revenue-Based Payment”), which will be applied to the Obligations
as provided in clause (b) below. The Revenue-Based Payment with respect to each Fiscal Quarter shall be payable on the
Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal Quarter beginning July 1, 2014, the Revenue-Based
Payment with respect to each Fiscal Quarter shall be equal to the difference between (i) the aggregate Revenue-Based Payments
payable from January 1 of the Fiscal Year of which the Fiscal Quarter is part through the end of such Fiscal Quarter, calculated
as the sum of:





  


(A)     ***;
plus


 


(B)      ***;
plus


 


(C)      ***;
and


 


(ii)
the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal Year; provided
that the Revenue-Based Payment is payable solely upon Aggregate Revenue in a given Fiscal Year, and will not be calculated on
a cumulative, year-over-year basis.


 






    	- 18 -



    	 



    




 


(b)         So
long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each Revenue-Based
Payment on each Payment Date will be applied in the following priority:


 


(i)        FIRST,
to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections 2.7(b), 3.1,
3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the Guaranty and Collateral
Agreement, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral
or to preserve or protect its security interest in the Collateral;


 


(ii)       SECOND,
to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant
to Sections 2.7(b), 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise
pursuant to the Guaranty and Collateral Agreement, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid
in Full;


 


(iii)      THIRD,
to the payment of all accrued but unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;


 


(iv)      FOURTH,
as it relates to each Payment Date on or after the Payment Date occurring in August 2016, to the payment of all principal of the
Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $750,000 on any Payment Date;


 


(v)       FIFTH,
all remaining amounts to the Borrower.


 


In
the event that the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts
set forth in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the
extent of such insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior
to the Payment Date in August 2016, Borrower shall only pay Revenue-Based Payments to the extent of amounts owing under clauses
(i), (ii), and (iii) above due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s
Pro Rata Term Share.


 


(c)        With
respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent of the Aggregate
Revenue by Borrower or its Subsidiary in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and payable
to the Lenders, in the aggregate, with respect to such Fiscal Quarter. Each such report shall be due within forty (40) calendar
days of the end of the relevant Fiscal Quarter.


 


(d)      In
the event that Borrower makes any adjustment to Aggregate Revenue after it has been reported to Agent, and such adjustment results
in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1, Borrower shall so notify
Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and payment of Revenue-Based
Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount of any such adjustment
prior to it being given effect with respect to future Revenue-Based Payments.


 




    	- 19 -



    	 



    

  








2.9.2       Principal.


 


Notwithstanding
the foregoing, the outstanding principal balance of the Term Loans and all other Obligations then due and owing shall be Paid
in Full on the Term Loan Maturity Date.


 


2.10       Payment.


 


2.10.1     Making
of Payments.


 


Except
as set forth in the last sentence of this Section 2.10.1, all payments of principal, interest, fees and other amounts,
shall be made in immediately available funds, via wire transfer as directed by Agent and each Lender in writing, not later than
1:00 p.m. Dallas time on the date due, and funds received after that hour shall be deemed to have been received by Agent
and/or such Lenders on the following Business Day. Not later than two (2) Business Days prior to each Payment Date, Agent shall
provide to Borrower and each Lender a quarterly statement with the amounts payable by Borrower to Agent and each Lender on such
Payment Date in accordance with Section 2.9.1(b) hereof, which shall include, for additional clarity, Agent’s calculation
of the Revenue Based Payment for the prior Fiscal Quarter, which statement shall be binding on Borrower absent manifest error,
and Borrower shall be entitled to rely on such quarterly statement in relation to its payment obligations on such Payment Date.
Except as otherwise specified herein or as otherwise directed by Agent in writing, all payments under this Agreement shall be
made by Borrower directly to each Lender entitled thereto.


 


2.10.2     Application
of Payments and Proceeds.


 


Following
the occurrence and during the continuance of an Event of Default, or if the Obligations have otherwise become or have been declared
to become immediately due and payable in accordance with this Agreement, then notwithstanding anything herein or in any other
Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral,
in each case as received by Agent, to the payment of the Obligations in the following order:


 


(i)       FIRST,
to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document,
and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve
or protect its security interest in the Collateral;


 


(ii)      SECOND,
to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans, pro rata based on
each Lender’s Pro Rata Term Loan Share, until Paid in Full;


  


(iii)     THIRD,
to the payment of all accrued and unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;


 


(iv)     FOURTH,
to the payment of all principal of the Loans due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share, until
Paid in Full;


 


(v)      FIFTH,
to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share,
until Paid in Full; and


 






    	- 20 -



    	 



    




 


(vi)     SIXTH,
to Borrower or whomsoever may be entitled to such amount by applicable law.


 


2.10.3    Set-off.


 


Borrower
agrees that Agent and each Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable
law, and in addition thereto, Borrower agrees that at any time an Event of Default exists, Agent and each Lender may, to the fullest
extent permitted by applicable law, apply to the payment of any Obligations of Borrower hereunder then due, any and all balances,
credits, deposits, accounts or moneys of Borrower then or thereafter with Agent or such Lender. Notwithstanding the foregoing,
no Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.


 


2.10.4    Proration
of Payments.


 


If
any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise,
on account of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2 or 10.8)
in excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal
of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations
in the Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.


 


Section
3              Yield Protection.


 


3.1          Taxes.








 


(a)         All
payments of principal and interest on the Loans and all other amounts payable hereunder by or on behalf of Borrower to or for
the account of Agent or any Lender shall be made free and clear of and without deduction for any present or future income, excise,
stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings or other similar charges imposed
by any Governmental Authority that is a taxing authority (“Taxes”), excluding (i) taxes imposed on or
measured by Agent’s or any Lender’s net income (however denominated) or gross profits, and franchise taxes, imposed
by any jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized or in which Agent or such
Lender conducts business or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch
profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Agent or a
Lender is located or conducts business; (iii) in the case of any Foreign Lender, any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates a new lending office;
(iv) in the case of any U.S. Lender, any United States federal backup withholding tax; and (v) taxes imposed under FATCA (items
in clauses (i) through (iv), “Excluded Taxes”, and all Taxes other than Excluded Taxes, “Indemnified
Taxes”). If any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of
any Taxes pursuant to any applicable law, rule or regulation, then Borrower shall: (w) make such withholding or deduction;
(x) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (y) as
promptly as practicable forward to Agent the original or a certified copy of an official receipt or other documentation reasonably
satisfactory to Agent evidencing such payment to such Governmental Authority; and (z) if the withholding or deduction
is with respect to Indemnified Taxes, pay to Agent for the account of Lenders such additional amount or amounts as is necessary
to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had
no such withholding or deduction of Indemnified Taxes been required. To the extent that any amounts shall ever be paid by Borrower
in respect of Indemnified Taxes, such amounts shall, for greater certainty, be considered to have accrued and to have been paid
by Borrower as interest on the Loans.


 






    	- 21 -



    	 



    




 


(b)         Borrower
shall indemnify Agent and each Lender for any Indemnified Taxes paid by Agent or such Lender, as applicable, on or with respect
to any payment by or on account of any obligation of Borrower hereunder, and any additions to Tax, penalties and interest paid
by Agent or such Lender with respect to such Indemnified Taxes; provided that Borrower shall not have any obligation to
indemnify any party hereunder for any Indemnified Taxes or additions to Tax, penalties or interest with respect thereto that result
from or are attributable to such party’s own gross negligence or willful misconduct. Payment under this Section 3.1(b)
shall be made within thirty (30) days after the date Agent or the Lender, as applicable, makes written demand therefor; provided,
however, that if such written demand is made more than one-hundred eighty (180) days after the earlier of (i) the date
on which Agent or the Lender, as applicable, pays such Indemnified Taxes or additions to Tax, penalties or interest with respect
thereto and (ii) the date on which the applicable Governmental Authority makes written demand on Agent or such Lender, as applicable,
for payment of such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto, then Borrower shall not
be obligated to indemnify Agent or such Lender for such Indemnified Taxes or additions to Tax, penalties or interest with respect
thereto.


 


(c)         Each
Foreign Lender that is a party hereto on the Closing Date or becomes an assignee of an interest under this Agreement under Section
10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall
deliver to Borrower and Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement:


 


(i)       Two
duly completed and executed originals of IRS Form W-8BEN claiming exemption from withholding of Taxes under an income tax treaty
to which the United States of America is a party;


 


(ii)      two
duly completed and executed originals of IRS Form W-8ECI;


 


(iii)     a
certificate in form and substance reasonably satisfactory to Agent and Borrower claiming entitlement to the portfolio interest
exemption under Section 881(c) of the IRC and certifying that such Foreign Lender is not (x) a “bank” within
the meaning of Section 881(c)(3)(A) of the IRC, (y) a “10 percent shareholder” of Borrower within the meaning
of Section 881(c)(3)(B) of the IRC, or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the IRC, together with two duly completed and executed originals of IRS Form W-8BEN; or 


 


(iv)     if
the Foreign Lender is not the beneficial owner of amounts paid to it hereunder, two duly completed and executed originals of IRS
Form W-8IMY, each accompanied by a duly completed and executed IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-9 or a portfolio interest
certificate described in clause (iii) above from each beneficial owner of such amounts claiming entitlement to exemption
from withholding or backup withholding of Taxes.


 






    	- 22 -



    	 



    

 


Each
Foreign Lender shall (to the extent legally entitled to do so) provide updated forms to Borrower and Agent on or prior to the
date any prior form previously provided under this clause (c) becomes obsolete or expires, after the occurrence of an event
requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (c) or from
time to time if requested by Borrower or Agent. Each U.S. Lender shall deliver to Agent and Borrower on or prior to the date on
which such Lender becomes a party to this Agreement (and from time to time thereafter upon the request of Borrower or Agent) properly
completed and executed originals of IRS Form W-9 certifying that such Lender is exempt from backup withholding. Notwithstanding
anything to the contrary contained in this Agreement, Borrower shall not be required to pay additional amounts to or indemnify
any Lender pursuant to this Section 3.1 with respect to any Taxes required to be deducted or withheld (or any additions
to tax, penalties or interest with respect thereto) (A) on the basis of the information, certificates or statements of exemption
provided by a Lender pursuant to this clause (c), or (B) if such Lender shall fail to comply with the certification requirements
of this clause (c).


 


(d)         Without
limiting the foregoing, each Lender shall timely comply with any certification, documentation, information or other reporting
necessary to establish an exemption from withholding under FATCA and shall provide any documentation reasonably requested by Borrower
or Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has
complied with such applicable reporting requirements.


 


(e)         If
Agent or a Lender determines that it is entitled to or has received a refund of any Taxes for which it has been indemnified by
Borrower (or another Loan Party) or with respect to which Borrower (or another Loan Party) shall have paid additional amounts
pursuant to this Section 3.1, it shall promptly notify Borrower of such refund, and promptly make an appropriate claim
to the relevant Governmental Authority for such refund (if it has not previously done so). If Agent or a Lender receives a refund
(whether or not pursuant to such claim) of such Taxes, it shall promptly pay over such refund to Borrower (but only to the extent
of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 3.1 with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided that Borrower, upon the request
of Agent or such Lender, agrees to repay to Agent or such Lender the amount paid over to Borrower in the event Agent or such Lender
is required to repay such refund to such Governmental Authority. This Section 3.1(e) shall not be construed to require
Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential)
to Borrower or any other Person or to alter its internal practices or procedures with respect to the administration of taxes.


 


(f)         Each
Lender shall severally indemnify Borrower for any Excluded Taxes attributable to such Lender and any additions to Tax, penalties
and interest with respect to such Excluded Taxes that are paid by Borrower with respect to a payment hereunder.


 


3.2         Increased
Cost.








  


(a)          If,
after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation
or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by
any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority,
central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed
by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended
by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR
Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii)
above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR
Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect
thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand
and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication
of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly
to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such
amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made
demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred
eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause
(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall
govern.


 






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(b)          If
any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing
Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation
or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued
after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank
or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s
capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling
Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s
or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling
Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied
by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of
which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or
such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty
(180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to
such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period
of retroactive effect.








 


(c)          Each
Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes
aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this
Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such
Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which
would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if,
as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other
office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests
of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause
(c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office
as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c)
(setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy
to Agent) shall be conclusive absent manifest error.


 






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3.3         [Reserved].


 


3.4         Manner
of Funding; Alternate Funding Offices.


 


Notwithstanding
any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any
part of its Loans in any manner it may determine at its sole discretion. Each Lender may, if it so elects, fulfill its commitment
to make any Term Loan by causing any branch or Affiliate of such Lender to make such Loan; provided that in such event
for the purposes of this Agreement (other than Section 3.1) such Loan shall be deemed to have been made by such Lender
and the obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the
extent of such Loan, for the account of such branch or Affiliate.


 


3.5         Conclusiveness
of Statements; Survival.


 


Determinations
and statements of any Lender pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be conclusive absent demonstrable
error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1 or 3.2,
and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.


 


Section
4              Conditions Precedent.


 


The
obligation of each Lender to make its Loan hereunder is subject to the following conditions precedent, each of which shall be
reasonably satisfactory in all respects to Agent.


 


4.1         Prior
Debt.


 


The
Prior Debt has been (or concurrently with the initial borrowing will be) paid in full and all related Liens have been (or concurrently
with the initial borrowing will be) released.


 


4.2         Delivery
of Loan Documents.


 


Borrower
shall have delivered the following documents (and, as applicable, duly executed and dated the Closing Date or an earlier date
satisfactory to Agent):


  


(a)          Loan
Documents. The Loan Documents to which any Loan Party is a party, each duly executed by a Responsible Officer of each Loan
Party and the other parties thereto (except Agent and the Lenders), and (ii) each other Person (except Agent and the Lenders)
shall have delivered to Agent and Lenders the Loan Documents to which it is a party, each duly executed and delivered by such
Person and the other parties thereto (except Agent and the Lenders).


 


(b)          Financing
Statements. Properly completed Uniform Commercial Code financing statements and other filings and documents required by law
or the Loan Documents to provide Agent, for the benefit of Lenders, perfected first priority Liens in the Collateral.


 


(c)          Lien
Searches. Copies of Uniform Commercial Code, foreign, state and county search reports listing all effective financing statements
filed and other Liens of record against any Loan Party, with copies of any financing statements and applicable searches of the
records of the U.S. Patent and Trademark Office performed with respect to each Loan Party, all in each jurisdiction reasonably
determined by Agent.


 


(d)          Collateral
Access Agreements. Fully executed (except by Agent and the Lenders) Collateral Access Agreements reasonably requested by Agent
with respect to the Collateral.


 






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(e)          Payoff;
Release. Payoff letters with respect to the repayment in full of all Prior Debt, termination of all agreements relating thereto
and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements
and documents effective to evidence the foregoing or authorization to file the same.


 


(f)          Authorization
Documents. For each Loan Party, such Person’s (i) charter (or similar formation document), certified by the appropriate
Governmental Authority, (ii) good standing certificates in its jurisdiction of incorporation (or formation) and (subject
to Section 6.16 below) in each other jurisdiction reasonably requested by Agent, (iii) bylaws (or similar governing
document), (iv) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s
execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and
(v) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary
or an assistant secretary (or similar officer) as being in full force and effect without modification, in form and substance reasonably
satisfactory to Agent.


 


(g)          Closing
Certificate. A certificate executed by a Responsible Officer of Borrower, which shall constitute a representation and warranty
by Borrower as of the Closing Date that the conditions contained in this Section 4 have been satisfied.


 


(h)          Opinions
of Counsel. Opinions of counsel for each Loan Party regarding certain closing matters, and Borrower hereby requests such counsel
to deliver such opinions and authorizes Agent and Lenders to rely thereon.


 


(i)           Insurance.
Certificates or other evidence of insurance in effect as required by Section 6.3(c) and (d), with endorsements naming
Agent as lenders’ loss payee and/or additional insured, as applicable.








 


(j)           Solvency
Certificate. Agent shall have received a certificate of the chief financial officer (or, in the absence of a chief financial
officer, the chief executive officer or manager) of Borrower, in his or her capacity as such and not in his or her individual
capacity, in form and substance reasonably satisfactory to Agent, certifying (i) that Borrower is Solvent after giving effect
to the transactions and the indebtedness contemplated by the Loan Documents, and (ii) as to Borrower’s financial resources
and anticipated ability to meet its obligations and liabilities as they become due, to the effect that as of the Closing Date,
and after giving effect to such transaction and indebtedness: (A) the assets of Borrower, individually and on a consolidated basis,
at a Fair Valuation, exceed the total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities)
of Borrower, and (B) no unreasonably small capital base with which to engage in its anticipated business exists with respect to
Borrower.


 


(k)          Financials.
The financial statements, projections and pro forma balance sheet described in Section 5.4.


 


(l)           [Reserved].


 


(m)         [Reserved].


 


(n)          Consents.
Evidence that all necessary consents, permits and approvals (governmental or otherwise) required for the execution, delivery and
performance by each Loan Party of the Loan Documents have been duly obtained and are in full force and effect.


 






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(o)          Other
Documents. Such other certificates, documents and agreements as Agent or any Lender may reasonably request.


 


4.3          Fees.
The Lenders and Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), required to be paid under the Loan Documents on or before the Closing
Date. All such amounts will be paid with proceeds of the initial advance of the Term Loan and any previous expense deposits made
with Agent on or before the Closing Date and will be reflected in the funding instructions given by Borrower to Agent on or before
the Closing Date.


 


4.4          Warrants.
Agent shall have received the fully executed Closing Date Warrant. 


 


4.5          Representations,
Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans,
(a) all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all material respects
as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date,
which shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall
exist. The acceptance of the Term Loans by Borrower shall be deemed to be a certification by Borrower that the conditions set
forth in this Section 4.5 have been satisfied.


 


4.6          Diligence.
Agent and Lenders shall have completed their due diligence review of the Loan Parties, their assets, business, obligations and
the transactions contemplated herein, the results of which shall be satisfactory in form and substance to Lenders, of Borrower,
including, without limitation, (i) an examination of (A) Borrower projected Aggregate Revenue for such periods as required by
Lenders, (B) such valuations of Borrower and its assets as Lenders shall require (C) the terms and conditions of all obligations
owed by Borrower deemed material by Lenders, the results of which shall be satisfactory in form and substance to Lenders and (D)
background checks with respect to the managers, officers and owners of Borrower; (ii) an examination of the Collateral, the financial
statements and the books, records, business, obligations, financial condition and operational state of Borrower, and Borrower
shall have demonstrated to Lender’s satisfaction, in its sole discretion, that (x) no operations of Borrower are
the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure or liability
deemed material by Lenders, in their sole discretion, and (y) Borrower has no liabilities or obligations (whether contingent
or otherwise) that are deemed material by Lenders, in their reasonable discretion.








  


4.7          Corporate
Matters. All corporate and other proceedings, documents, instruments and other legal matters
in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate
and capital structures of Borrower) shall be satisfactory to Lenders in their sole discretion.


 


4.8          No
Felonies or Indictable Offenses. No Loan Party nor, to Borrower’s knowledge, any of their
respective Affiliates nor any of their officers or key management personnel shall have been charged with or be under active investigation
for a felony crime.


 


4.9          No
Material Adverse Effect. There shall not be any Obligations (other than those under the SVB
Indebtedness or an Equivalent Credit Line permitted pursuant to Section 7.1(b) hereof or as otherwise set forth in the Schedules
to this Agreement) of any nature with respect to any Loan Party which could reasonably be likely to have a Material Adverse Effect.


 






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Section
5              Representations and Warranties.


 


To
induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Loans hereunder, Borrower represents and warrants
to Agent and Lenders, as of the Closing Date and the date of any subsequent Term Loan made by Lenders pursuant to Section 2.2.2,
that:


 


5.1         Organization.


 


Borrower
is a corporation validly existing and in good standing under the laws of Delaware, and is duly qualified to do business in each
jurisdiction set forth on Schedule 5.1, which are all of the jurisdictions in which failure to so qualify could reasonably
be likely to have or result in a Material Adverse Effect.


 


5.2         Authorization;
No Conflict.


 


Borrower
is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow monies hereunder, and to perform
its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement
and of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require
any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full
force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the
charter, by-laws or other organizational documents of Borrower or (iii) (except as it relates to the documents governing
the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order
or decree, which is binding upon Borrower or any of its properties or (c) require, or result in, the creation or imposition
of any Lien on any asset of Borrower (other than Liens in favor of Agent created pursuant to the Collateral Documents).








  


5.3         Validity;
Binding Nature.


 


Each
of this Agreement and each other Loan Document to which Borrower is a party is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability
of creditors’ rights generally and to general principles of equity and concepts of reasonableness.


 


5.4         Financial
Condition.


 


(a)          The
unaudited consolidated financial statements of Borrower as of the Fiscal Quarter ending March 31, 2014, copies of each of which
have been delivered pursuant hereto, were prepared in accordance with GAAP and present fairly in all material respects the consolidated
financial condition of Borrower as at such dates and the results of its operations for the periods then ended.


 


(b)         The
consolidated financial projections (including an operating budget and a cash flow budget) of Borrower for the period ending December
31, 2016, delivered to Agent and Lenders on or prior to the Closing Date (i) were prepared by Borrower in good faith and
(ii) were prepared in accordance with assumptions for which Borrower believes it has a reasonable basis, and the accompanying
consolidated and consolidating pro forma balance sheet of Borrower as at the Closing Date, adjusted to give effect to the financings
contemplated hereby as if such transactions had occurred on such date, is consistent in all material respects with such projections
(it being understood that the projections are not a guaranty of future performance and that actual results during the period covered
by the projections may materially differ from the projected results therein).


 






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5.5         No
Material Adverse Change.


 


Since
March 31, 2014, there has been no material adverse change in the financial condition, operations, assets, business or properties
of Borrower taken as a whole.


 


5.6         Litigation.


 


No
litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to
Borrower’s knowledge, threatened against Borrower which would reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect. As of the Closing Date, other than any liability incidental to such litigation or proceedings,
to Borrower’s knowledge, Borrower has no material Contingent Obligations not listed on Schedule 7.1 or disclosed
in the financial statements specified in Section 5.4(a).


 


5.7          Ownership
of Properties; Liens.


 


Borrower
and each other Loan Party owns all of its material properties and assets, tangible and intangible, of any nature whatsoever that
it purports to own (including Intellectual Property), free and clear of all Liens and charges and claims (including infringement
claims with respect to Intellectual Property), except Permitted Liens and as set forth on Schedule 5.7.








  


5.8         Capitalization.


 


All
issued and outstanding Equity Interests of Borrower are duly authorized, validly issued, fully paid, non-assessable, and such
securities were, to Borrower’s knowledge, issued in compliance in all material respects with all applicable state and federal
laws concerning the issuance of securities. Schedule 5.8 sets forth the authorized Equity Interests of Borrower as of the
Closing Date as well as all Persons owning more than ten percent (10%) of the outstanding Equity Interests in Borrower.


 


5.9         Pension
Plans.


 


Borrower
does not have, nor to its knowledge has Borrower ever had, a Pension Plan.


 


5.10       Investment
Company Act.


 


Borrower
is not an “investment company” or a company “controlled” by an “investment company” or a “subsidiary”
of an “investment company”, within the meaning of the Investment Company Act of 1940.


 


5.11       No
Default.


 


No
Event of Default or Default exists or would result from the incurrence by Borrower of any Debt hereunder or under any other Loan
Document.


 


5.12       Margin
Stock.


 


Borrower
is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying Margin Stock. As of the Closing Date, no portion of the Obligations is secured directly or indirectly by Margin Stock.


 






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5.13       Taxes.


 


Borrower
has filed, or caused to be filed, all federal, state, foreign and other tax returns and reports required by law to have been filed
by it and has paid all federal, state, foreign and other taxes and governmental charges thereby shown to be owing, except any
such taxes or charges (a) that are not delinquent or (b) that are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been set aside on its books.


 


5.14       Solvency.


 


On
the Closing Date, and immediately prior to and after giving effect to the borrowing hereunder and the use of the proceeds thereof,
Borrower is, and will be, Solvent.


 


5.15       Environmental
Matters.








  


The
on-going operations of Borrower comply in all respects with all applicable Environmental Laws, except for non-compliance which
could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect. Borrower
has obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental
Law and necessary for its respective ordinary course operations, and Borrower is in compliance with all material terms and conditions
thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Neither Borrower
nor any of its respective properties or operations is subject to any outstanding written order from or agreement with any federal,
state, or local Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing
with respect to any property, or arising from operations prior to the Closing Date, of Borrower that would reasonably be expected
to result in a Material Adverse Effect. Borrower has no underground storage tanks.


 


5.16       Insurance.


 


Borrower
and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of Borrower,
in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where Borrower operates. A true and complete listing of such insurance as of the Closing
Date, including issuers, coverages and deductibles, is set forth on Schedule 5.16.


 


5.17       Information.


 


All
written information heretofore or contemporaneously herewith furnished in writing by Borrower to Agent or any Lender for purposes
of or in connection with this Agreement and the transactions contemplated hereby, taken as a whole, is, and all written information
hereafter furnished by or on behalf of Borrower to Agent or any Lender pursuant hereto or in connection herewith, taken as a whole,
will be true and accurate in every material respect, to Borrower’s knowledge, on the date as of which such information,
taken as a whole, is dated or certified, and none of such information is or will be incomplete, to Borrower’s knowledge,
by omitting to state any material fact necessary to make such information not misleading in any material respect in light of the
circumstances under which made (it being recognized by Agent and Lenders that any projections and forecasts provided by Borrower
are based on good faith estimates and assumptions believed by Borrower to be reasonable as of the date of the applicable projections
or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from
projected or forecasted results).


 






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5.18       Intellectual
Property; Products and Laboratory Services.


 


(a)          Schedule
5.18(a) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists all
of Borrower’s Registered Intellectual Property. Borrower owns and possesses or has a license or other right to use all Intellectual
Property as is necessary for the conduct of the business of Borrower and the other Loan Parties, without (to Borrower’s
knowledge) any infringement upon the intellectual property rights of others, except as otherwise set forth on Schedule 5.18(a)
hereto.








 


(b)          Schedule
5.18(b) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists all
Products, Laboratory Services, and all Required Permits, and Borrower has delivered to Agent a copy of all Required Permits as
of the date hereof and to the extent requested by Agent from time to time in its discretion.


 


(i)       With
respect to any Product or Laboratory Service being tested, manufactured, marketed, sold, and/or delivered by Borrower, Borrower
has received (or the applicable, authorized third parties have received), and such Product or Laboratory Service is the subject
of, all Required Permits needed in connection with the testing, manufacture, marketing, sale, and/or delivery of such Product
or Laboratory Service by or on behalf of Borrower. Borrower has not received any notice from any applicable Governmental Authority,
specifically including the FDA and/or CMS, that such Governmental Authority is conducting an investigation or review (other than
a normal routine scheduled inspection) of Borrower’s (x) manufacturing facilities, the processes for such Product,
or any related sales or marketing activities and/or the Required Permits related to such Product, and (y) laboratory facilities,
the processes for such Laboratory Services, or any related sales or marketing activities and/or the Required Permits related to
such Laboratory Services. There are no material deficiencies or violations of applicable laws in relation to the manufacturing,
processes, sales, marketing, or delivery of such Product or Laboratory Services and/or the Required Permits related to such Product
or Laboratory Services, no Required Permit has been revoked or withdrawn, nor, to the best of Borrower’s knowledge, has
any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing, sales
and/or marketing of such Product or Laboratory Services by or on behalf of Borrower should cease or be withdrawn from the marketplace,
as applicable.


 


(ii)       Except
as set forth on Schedule 5.18(b), (A) there have been no adverse clinical test results in respect of any Product since
the date on which Borrower acquired rights to such Product, and (B) there have been no product recalls or voluntary product withdrawals
from any market in respect of any Product since the date on which Borrower acquired rights to such Product.


 


(iii)      Borrower
has not experienced any significant failures in its manufacturing of any Product which caused any reduction in Products sold.


 


5.19       [Reserved].


 


5.20       Labor
Matters.


 


Borrower
is not subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other
labor disputes involving Borrower that singly or in the aggregate would reasonably be expected to have a Material Adverse Effect.
Hours worked by and payment made to employees of Borrower are not in violation in any material respect of the Fair Labor Standards
Act or any other applicable law, rule or regulation dealing with such matters.


 






    	- 31 -



    	 



    

 


5.21       Material
Contracts.








 


Except
for the agreements set forth as exhibits or incorporated by reference into Borrower’s Annual Report on Form 10-K for the
year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 31, 2014 (the “Form 10-K”),
and those agreements not included on the Form 10-K but included herein on Schedule 5.21 (collectively, the “Material
Contracts”), as of the Closing Date there are no (i) employment agreements covering the management of Borrower, (ii)
collective bargaining agreements or other labor agreements covering any employees of Borrower, (iii) agreements for managerial,
consulting or similar services to which Borrower is a party or by which it is bound requiring payment of more than $*** in any
year, (iv) agreements regarding Borrower, its assets or operations or any investment therein to which any of its equity holders
is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which Borrower
is a party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap”
or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which Borrower is a party,
(vii) customer agreements to which Borrower is a party (in each case with respect to any agreement of the type described in the
preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payment of more than
$*** in any year), (viii) partnership agreements pursuant to which Borrower is a partner, limited liability company agreements
pursuant to which Borrower is a member or manager, or joint venture agreements to which Borrower is a party, (ix) real estate
leases, or (x) any other agreements or instruments to which Borrower is a party, in each case the breach, nonperformance or cancellation
of which, would reasonably be expected to have a Material Adverse Effect.  Schedule 5.21 sets forth, with respect
to each real estate lease agreement to which Borrower is a party as of the Closing Date, the address of the subject property.
The consummation of the transactions contemplated by the Loan Documents will not give rise to a right of termination in favor
of any party to any Material Contract (other than Borrower) which would reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect.


 


5.22       Compliance
with Laws; Health Care Laws.


 


(a)          Laws
Generally. Borrower is in compliance with, and is conducting and has conducted its business and operations in material compliance
with the requirements of all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits except where
the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.


 


(b)          Health
Care Laws. Without limiting the generality of clause (a) above:


 


(i)       Borrower
is not in violation of any of the Health Care Laws, except for any such violation which would not reasonably be expected (either
individually and taken as a whole with any other violations) to have a Material Adverse Effect.


 


(ii)      Borrower
has (either directly or through one or more authorized third parties) (i) all licenses, consents, certificates, permits, authorizations,
approvals, franchises, registrations, qualifications and other rights from, and has made all declarations and filings with, all
applicable Governmental Authorities and self regulatory authorities (each, an “Authorization”) necessary to
engage in the business conducted by it, except for such Authorizations with respect to which the failure to obtain would not reasonably
be expected to have a Material Adverse Effect, and (ii) no knowledge that any Governmental Authority is considering limiting,
suspending or revoking any such Authorization, except where the limitation, suspension or revocation of such Authorization would
not reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect and
Borrower is in material compliance with the terms and conditions of all such Authorizations and with the rules and regulations
of the regulatory authorities having jurisdiction with respect to such Authorizations, except where failure to be in such compliance
or for an Authorization to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.


 




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(iii)     Borrower
has received and maintains accreditation in good standing and without limitation or impairment by all applicable accrediting organizations,
to the extent required by applicable law or regulation (including any foreign law or equivalent regulation), except where the
failure to be so accredited and in good standing without limitation would not reasonably be expected to have a Material Adverse
Effect.


 


(iv)     Except
where any of the following would not reasonably be expected to have a Material Adverse Effect, Borrower has not been, and has
not been threatened to be, (i) excluded from U.S. health care programs pursuant to 42 U.S.C. §1320(a)7 or any related regulations,
(ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to
the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48
C.F.R. Subpart 9.4), or other applicable laws or regulations, or (iii) made a party to any other action by any Governmental Authority
that may prohibit it from selling products to any governmental or other purchaser pursuant to any federal, state or local laws
or regulations.


 


(v)      Borrower
has not received any written notice from the FDA, CMS, or any other Governmental Authority with respect to, nor to Borrower’s
best knowledge is there, any actual or threatened investigation, inquiry, or administrative or judicial action, hearing, or enforcement
proceeding by the FDA, CMS, or any other Governmental Authority against Borrower regarding any violation of applicable law, except
for such investigations, inquiries, or administrative or judicial actions, hearings, or enforcement proceedings which, individually
and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 


5.23       Existing
Indebtedness; Investments, Guarantees and Certain Contracts.


 


Except
as set forth on Schedule 7.1, Borrower does not (a) have any outstanding Debt, except Debt under the Loan Documents, or
(b) own or hold any equity or long-term debt investments in, or have any outstanding advances to or any outstanding guarantees
for the obligations of, or any outstanding borrowings from, any other Person.


 


5.24       Affiliated
Agreements.


 


Except
as set forth on Schedule 7.7 and employment agreements entered into with employees, managers, officers and directors
from time to time in the ordinary course of business, (i) there are no existing or proposed agreements, arrangements, understandings
or transactions between Borrower, on the one hand, and Borrower’s members, managers, managing members, investors, officers,
directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families, on the other
hand, and (ii) to Borrower’s knowledge, none of the foregoing Persons are directly or indirectly, indebted to or have any
direct or indirect ownership or voting interest in, any Affiliate of Borrower or any Person with which Borrower has a business
relationship or which competes with Borrower (except that any such Persons may own equity interests in (but not exceeding two
percent (2%) of the outstanding equity interests of) any publicly traded company that may compete with Borrower).


 






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5.25       Names;
Locations of Offices, Records and Collateral; Deposit Accounts.








 


Borrower
has not conducted business under or used any name (whether corporate, partnership or assumed) other than such names as set forth
in its Certificate of Incorporation, as amended prior to the Closing Date, or any other names set forth on Schedule 5.25A.
Borrower is the sole owner(s) of all of its names listed on Schedule 5.25A, and any and all business done and invoices
issued in such names are Borrower’s sales, business and invoices. Borrower maintains, and since its formation has maintained,
respective places of business only at the locations set forth on Schedule 5.25B or, after the Closing Date, as additionally
disclosed to Agent and Lenders in writing, and all books and records of Borrower relating to or evidencing the Collateral are
located and shall be only, in and at such locations (other than (i) Deposit Accounts, and (ii) Collateral in the possession of
Agent, for the benefit of Lenders). All of the tangible Collateral is located only in the continental United States. Schedule 7.14
lists all of Borrower’s Deposit Accounts as of the Closing Date.


 


5.26       Non-Subordination.


 


The
payment and performance of the Obligations by Borrower are not subordinated in any way to any other obligations of Borrower or
to the rights of any other Person.


 


5.27       Broker’s
or Finder’s Commissions.


 


Except
as set forth in Schedule 5.27, no broker’s, finder’s or placement fee or commission will be payable to any
broker or agent engaged by Borrower or any of its officers, directors or agents with respect to the Loan or the transactions contemplated
by this Agreement except for fees payable to Agent and Lenders. Borrower agrees to indemnify Agent and each Lender and hold each
harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions,
whether or not payable by Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s
or finder’s fees payable to Persons engaged by Agent and/or Lenders without the knowledge of Borrower.


 


5.28       Anti-Terrorism;
OFAC.


 


(a)          No
Loan Party nor any Person controlling or controlled by a Loan Party, nor any Person having a beneficial interest in a Loan Party,
nor any Person for whom a Loan Party is acting as agent or nominee in connection with this transaction (1) is a Person whose property
or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001,
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated
with any such Person in any manner violative of Section 2 of such executive order, or (3) is a Person on the list of Specially
Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other OFAC regulation
or executive order.


 


(b)          No
part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.


 






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5.29       Security
Interest.








 


Borrower
has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority security
interest and Lien on the Collateral pursuant to this Agreement and the other Loan Documents, subject to the following sentence.
Upon the execution and delivery of this Agreement and the other Loan Documents, and upon the filing of the necessary financing
statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, control and/or
possession, as applicable, without any further action, Agent will have a good, valid and first priority (subject to Permitted
Liens) perfected Lien and security interest in the Collateral, for the benefit of Lenders. Borrower is not party to any agreement,
document or instrument that conflicts with this Section 5.29.


 


5.30       Survival.


 


Borrower
hereby makes the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying
and will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the
Closing and the making of the Loan.


 


Section
6             Affirmative Covenants.


 


Until
all Obligations have been Paid in Full, Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent
in writing, it will:


 


6.1         Information.


 


Furnish
to Agent (which shall furnish to each Lender):


 


6.1.1       Annual
Report.


 


Promptly
when available and in any event within ninety (90) days after the close of each Fiscal Year (unless Borrower files a Notice of
Late Filing (12b-25 Notice) in which case such report shall be due within one hundred five (105) days of the end of the relevant
Fiscal Year): (a) a copy of the annual audited report of Borrower and its Subsidiaries for such Fiscal Year, including therein
a consolidated balance sheet and statement of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for
such Fiscal Year, certified without qualification (except for qualifications relating to changes in accounting principles or practices
reflecting changes in GAAP and required or approved by Borrower’s independent certified public accountants) by independent
auditors of recognized standing selected by Borrower and reasonably acceptable to Agent, and (ii) a comparison with the previous
Fiscal Year; and (b) upon Agent’s reasonable request, a consolidated balance sheet of Borrower and its Subsidiaries
as of the end of such Fiscal Year and consolidated statements of earnings and cash flows for Borrower and its Subsidiaries for
such Fiscal Year, together with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each
certified by the chief financial officer or another executive officer of Borrower.


 






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6.1.2       Interim
Reports.


 








Promptly
when available and in any event within forty-five (45) days after the end of each Fiscal Quarter (unless Borrower files a Notice
of Late Filing (12b-25 Notice) in which case such report shall be due within fifty (50) days of the end of the relevant Fiscal
Quarter), (i) unaudited consolidated balance sheets of Borrower and its Subsidiaries as of the end of such Fiscal Quarter, together
with consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day
of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period
of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year (which may be in preliminary
form), certified by the chief financial officer or other executive officer of Borrower, (ii) a written statement of Borrower’s
management setting forth a discussion of Borrower’s financial condition, changes in financial condition and results of operations,
and (iii) updated Schedules 5.18(a) and (b) setting forth any changes to the disclosures set forth in such schedules
as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have
been no changes to such disclosures as most recently provided to Agent.


 


6.1.3       Revenue-Based
Payment Reconciliation.


 


Borrower
shall furnish to Agent, together with the quarterly (or, in the case of the last fiscal quarter of Borrower’s fiscal
year, annual) financial statements made available to Agent and Lenders pursuant to Section 6.1.1 and Section 6.1.2,
as applicable, a report, in form reasonably acceptable to Agent, reconciling the Aggregate Revenue reported by Borrower to Agent
pursuant to Section 2.9.1(c) hereof for the most recently ended Fiscal Quarter to the amount of the Aggregate Revenue reported
by Borrower for such Fiscal Quarter.


 


6.1.4       Compliance
Certificate.


 


Contemporaneously
with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of quarterly statements
pursuant to Section 6.1.2(a), a duly completed Compliance Certificate, with appropriate insertions, dated the date of delivery
and corresponding to such annual report or such quarterly statements, and signed by the chief financial officer (or other executive
officer) of Borrower, containing a computation showing compliance with Section 7.13 and a statement to the effect that
such officer has not become aware of any Event of Default or Default that exists or, if there is any such event, describing it
and the steps, if any, being taken to cure it.


 


6.1.5       Reports
to Governmental Authorities and Shareholders.


 


Promptly
upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with
any Governmental Authority, (b) all registration statements (or such equivalent documents) of each Loan Party filed with
any Governmental Authority and (c) all proxy statements or other communications made to the holders of Borrower’s Equity
Interests generally; provided that for so long as Borrower’s Equity Interests are listed on the NASDAQ exchange,
Borrower’s prompt filing of any such information described in this Section 6.1.5 with the U.S. Securities and Exchange
Commission shall satisfy Borrower’s obligations under this Section 6.1.5.


 


6.1.6       Notice
of Default; Litigation; ERISA Matters.


 


Promptly
upon becoming aware of any of the following, written notice describing the same and the steps being taken by Borrower or the applicable
Loan Party affected thereby with respect thereto:


 


(a)      the
occurrence of an Event of Default;








  


(b)      any
litigation, arbitration or governmental investigation or proceeding not previously disclosed by Borrower to Lenders which has
been instituted or, to the knowledge of Borrower, is threatened in writing against Borrower or any other Loan Party or to which
any of the properties thereof is subject, which in any case would reasonably be expected to have a Material Adverse Effect;


 






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(c)      [intentionally
omitted];


 


(d)      any
cancellation or material adverse change in any insurance maintained by Borrower or any other Loan Party;


 


(e)      any
other event (including (i) any violation of any law, including any Environmental Law, or the assertion of any Environmental
Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which could reasonably be expected to have a
Material Adverse Effect; or


 


(f)       to
the extent that it would reasonably be expected to result in a Material Adverse Effect (i) any suspension, revocation, cancellation
or withdrawal of an Authorization required for Borrower or any other Loan Party, is threatened or there is any basis for believing
that such Authorization will not be renewable upon expiration or will be suspended, revoked, cancelled or withdrawn, (ii) Borrower
or any other Loan Party enters into any consent decree or order pursuant to any Health Care Law and Regulation, or becomes a party
to any judgment, decree or judicial or administrative order pursuant to any Health Care Law, (iii) receipt of any written notice
or other written communication from the FDA, CMS, or any other applicable Governmental Authority alleging non-compliance with
CLIA or any other applicable Health Care Law, (iv) the occurrence of any violation of any Health Care Law by Borrower or any of
the other Loan Parties in the development or provision of Laboratory Services, and record keeping and reporting to the FDA or
CMS that could reasonably be expected to require or lead to an investigation, corrective action or enforcement, regulatory or
administrative action, (v) the occurrence of any civil or criminal proceedings relating to Borrower or any of the other Loan Parties
or any of their respective employees, which involve a matter within or related to the FDA’s or CMS’ jurisdiction,
(vi) any officer, employee or agent of Borrower or any of the other Loan Parties is convicted of any crime or has engaged in any
conduct for which debarment is mandated or permitted by 21 U.S.C. § 335a, or (vii) any officer, employee or agent of Borrower
or any of the other Loan Parties has been convicted of any crime or engaged in any conduct for which such Person could be excluded
from participating in any federal, provincial, state or local health care programs under Section 1128 of the Social Security Act
or any similar law or regulation.


 


6.1.7       Management
Report.


 


With
respect to each Fiscal Quarter ending prior to the Maturity Date, Borrower shall provide a written report to Agent detailing (i)
the percentage of Aggregate Revenue received by Borrower or any Subsidiary of Borrower during such Fiscal Quarter per each testing
methodology, (ii) the total monthly sales force accessions for such Fiscal Quarter, and (iii) the monthly Tissue of Origin test
accessions for each calendar month during such Fiscal Quarter.


 


6.1.8       Projections.








 


As
soon as practicable, and in any event not later than sixty (60) days after the commencement of each Fiscal Year, financial projections
on a monthly basis of revenues and EBITDA for Borrower and the Subsidiaries for such Fiscal Year prepared in a manner consistent
with the projections delivered by Borrower to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory
to Agent, accompanied by a certificate of a chief financial officer (or other executive officer) of Borrower on behalf of Borrower
to the effect that (a) such projections were prepared by them in good faith, (b) Borrower believes that it has a reasonable
basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such
assumptions.


 






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6.1.9       Updated
Schedules to Guarantee and Collateral Agreement.


 


Contemporaneously
with the furnishing of each annual audit report pursuant to Section 6.1.1, updated versions of the Schedules to the Guarantee
and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement
shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement).


 


6.1.10     Other
Information.


 


(a)      Promptly,
upon receipt by Borrower, copies of any reports, statements or written materials (other than routine communications (electronic
or otherwise) between Borrower or its Affiliates and such entities that are not material in nature) in relation to any breach,
default, or event of default under any Material Contract shall be delivered to Agent.


 


(b)      Promptly
from time to time, such other information concerning Borrower and any other Loan Party as Agent may reasonably request.


 


(c)      Promptly,
upon receipt by Borrower, copies of (x) any notices or other communications relating to any breach, default, or event of
default with respect to the SVB Indebtedness, and (y) any other modifications or amendments entered into in relation to
the SVB Indebtedness shall be delivered to Agent.


 


6.2       Books;
Records; Inspections.


 


Keep,
and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow
the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit (at any reasonable
time and with reasonable notice), Agent or any representative thereof to inspect the properties and operations of Borrower or
any other Loan Party; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice
(or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof
to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower
hereby authorizes such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof),
and to examine (and, at the expense of Borrower or the applicable Loan Party, photocopy extracts from) any of its books or other
records; and permit, and cause each other Loan Party to permit, (at any reasonable time and with reasonable notice) Agent and
its representatives to inspect the Collateral and other tangible assets of Borrower or Loan Party, to perform appraisals of the
equipment of Borrower or Loan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer
data, computer programs, journals, orders, receipts, correspondence and other data relating to any Collateral.


 


6.3       Conduct
of Business; Maintenance of Property; Insurance.


 








(a)          Borrower
shall (i) conduct its business in accordance with its current business practices, (ii) engage principally in the same or similar
lines of business substantially as heretofore conducted, (iii) collect the Royalties in the ordinary course of business, (iv)
maintain all of its Collateral used or useful in its business in good repair, working order and condition (normal wear and tear
excepted and except as may be disposed of in the ordinary course of business and in accordance with the terms of the Loan Documents),
(v) from time to time to make all necessary repairs, renewals and replacements to the Collateral; (vi) maintain and keep in full
force and effect and all material Permits and qualifications to do business and good standing in its jurisdiction of formation
and each other jurisdiction in which the ownership or lease of property or the nature of its business makes such Permits or qualification
necessary and in which failure to maintain such Permits or qualification could reasonably be expected to be, have or result in
a Material Adverse Effect; (vii) remain in good standing and maintain operations in all jurisdictions in which it is currently
located, except where the failure to remain in good standing or maintain operations would not reasonably be expected to be, have
or result in a Material Adverse Effect, and (viii) maintain, comply with and keep in full force and effect all Intellectual Property
and Permits necessary to conduct its business, except in each case where the failure to maintain, comply with or keep in full
force and effect could not reasonably be expected to be, have or result in a Material Adverse Effect.


 






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(b)         Borrower
shall keep, and cause each other Loan Party to keep, all property necessary in the business of Borrower or each other Loan Party
in good working order and condition, ordinary wear and tear excepted.


 


(c)         Borrower
shall maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage as
shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance,
to such extent and against such hazards and liabilities, as is (i) customarily maintained by Persons operating in the same geographical
region as Borrower that are (A) subject to CLIA and other applicable Health Care Laws, or (B) otherwise delivering to customers
products or services similar to the Laboratory Services (in each case, as determined by Agent in its reasonable discretion), and
(B) otherwise in form, substance, and amounts acceptable to Agent in its reasonable discretion; provided that in any event,
such insurance shall, unless the Agent otherwise agrees, insure against all risks and liabilities of the type insured against
as of the Closing Date and shall have insured amounts not materially less than, and deductibles not materially higher than, those
amounts provided for as of the Closing Date. Upon request of Agent or any Lender, Borrower shall furnish to Agent or such Lender
a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by Borrower and each other
Loan Party. Borrower shall cause each issuer of an insurance policy to provide Agent with an endorsement (x) showing
Agent as a loss payee with respect to each policy of property or casualty insurance and naming Agent as an additional insured
with respect to each policy of liability insurance promptly upon request by Agent, (y) providing that the insurance
carrier will endeavor to give at least thirty (30) days’ prior written notice to Borrower and Agent (or ten (10) days’
prior written notice if the Agent consents to such shorter notice) before the termination or cancellation of the policy prior
to the expiration thereof and (z) reasonably acceptable in all other respects to Agent. Borrower shall execute and
deliver, and cause each other applicable Loan Party to execute and deliver, to Agent a collateral assignment, in form and substance
reasonably satisfactory to Agent, of each business interruption insurance policy maintained by the Loan Parties.


 


(d)         Unless
Borrower provides Agent with evidence of the continuing insurance coverage required by this Agreement, Agent (upon reasonable
advance notice to Borrower) may purchase insurance at Borrower’s expense to protect Agent’s and Lenders’ interests
in the Collateral. This insurance shall protect Borrower’s and each other Loan Party’s interests. The coverage that
Agent purchases shall pay any claim that is made against Borrower or any other Loan Party in connection with the Collateral. Borrower
may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that Borrower has obtained the
insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as set forth above, Borrower will
be responsible for the reasonable costs of that insurance, including interest and any other charges that may be imposed with the
placement of the insurance, until the effective date of the cancellation or expiration of the insurance, and such costs of the
insurance may be added to the principal amount of the Loans owing hereunder.


 




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6.4          Compliance
with Laws; Payment of Taxes and Liabilities.


 


(a)          Comply,
and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders,
judgments, licenses and permits, except where failure to comply would not reasonably be expected to have a Material Adverse Effect;
(b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who Controls
a Loan Party is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC, and/or any other
similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person designated
under Section 1(b), (c) or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other
similar Executive Orders; (c) without limiting clause (a) above, comply and cause each other Loan Party to comply,
with all applicable Bank Secrecy Act and anti-money laundering laws and regulations and (d) pay, and cause each other Loan
Party to pay, prior to delinquency, all federal and other taxes and other material governmental charges against it or any of its
property, as well as material claims of any kind which, if unpaid, could become a Lien (other than a Permitted Lien) on any of
its property; provided that the foregoing shall not require Borrower or any other Loan Party to pay any such tax, charge
or claim so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its
books adequate reserves with respect thereto in accordance with GAAP. For purposes of this Section 6.4, “Control”
shall mean, when used with respect to any Person, (x) the direct or indirect beneficial ownership of fifty-one percent
(51%) or more of the outstanding Equity Interests of such Person or (y) the power to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.


 


6.5         Maintenance
of Existence.


 


Maintain
and preserve, and (subject to Section 7.4) cause each other Loan Party (other than Response Genetics, Ltd., a company
organized under the laws of Scotland) to maintain and preserve, (a) its existence and good standing in the jurisdiction of
its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its
business makes such qualification necessary, other than any such jurisdiction where the failure to be qualified or in good standing
would not reasonably be expected to have a Material Adverse Effect.


 


6.6         Employee
Benefit Plans.


 


Except
to the extent that failure to do so would not be reasonably expected to result in (a) a Material Adverse Effect or (b) liability
in excess of $500,000 of any Loan Party, maintain, and cause each other Loan Party to maintain, each Pension Plan (if any) in
substantial compliance with all applicable requirements of law and regulations.


 


6.7         Environmental
Matters.


 








Except
to the extent the failure to do so would not be reasonably expected to result in a Material Adverse Effect, if any release or
disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of Borrower or any
other Loan Party, cause, or direct the applicable Loan Party to cause, the prompt containment and removal of such Hazardous Substances
and the remediation of such real property or other assets as is necessary to comply in all material respects with all Environmental
Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, except
to the extent the failure to do so would not be reasonably expected to result in a Material Adverse Effect, Borrower shall, and
shall cause each other Loan Party to, comply with each valid Federal or state judicial or administrative order requiring the performance
at any real property by Borrower or any other Loan Party of activities in response to the release or threatened release of a Hazardous
Substance.


 






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6.8         Further
Assurances.


 


Take,
and cause each other Loan Party to take, such actions as are necessary or as Agent or the Required Lenders may reasonably request
from time to time to ensure that the Obligations of Borrower and each other Loan Party under the Loan Documents are secured by
a perfected Lien in favor of Agent (subject only to the Permitted Liens) on substantially all of the assets of Borrower and each
Subsidiary of Borrower (as well as all equity interests of each Subsidiary of Borrower) and guaranteed by all of the Subsidiaries
of Borrower (including, promptly upon the acquisition or creation thereof, any Subsidiary of Borrower acquired or created after
the Closing Date), in each case including (a) the execution and delivery of guaranties, security agreements, pledge agreements,
mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the
delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession but
excluding (a) the requirement for the Loan Parties to execute and deliver leasehold mortgages, and (b) any other Excluded Collateral
as defined in the Guarantee and Collateral Agreement.


 


6.9       Compliance
with Health Care Laws.


 


(a)      
  Without limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply,
and will cause each other Loan Party and each Subsidiary of Borrower to comply, in all material respects with all applicable Health
Care Laws relating to the operation of such Person’s business, except where failure to comply would not reasonably be expected
to have a Material Adverse Effect.


 


(b)         [Reserved].


 


(c)          Borrower
will, and will cause each other Loan Party and each Subsidiary to:


 


(i)          Keep
in full force and effect all Authorizations required to operate such Person’s business under applicable Health Care Laws
and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection with or receive
payment for, any clinical research services, except to the extent such failure to keep in full force and effect or maintain would
not reasonably be expected to have a Material Adverse Effect.








 


(ii)         Promptly
furnish or cause to be furnished to the Agent, with respect to matters that could reasonably be expected to have a Material Adverse
Effect, (i) copies of all material reports of investigational/inspectional observations issued to and received by the Loan Parties
or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s business, (ii) copies of
all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s) issued to and
received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, and (iii) copies of all material
warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries
from the FDA, CMS, DEA, or any other Governmental Authority relating to or arising out of the conduct applicable to the business
of the Loan Parties or any of their Subsidiaries that asserts past or ongoing lack of compliance with any Health Care Law or any
other applicable foreign, federal, state or local law or regulation of similar import and (iv) notice of any material investigation
or material audit or similar proceeding by the FDA, DEA, CMS, or any other Governmental Authority.


 






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(iii)        Promptly
furnish or cause to be furnished to the Agent, with respect to matters that would reasonably be expected to have a Material Adverse
Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, correspondence, pleadings
and other communications relating to any matter that could lead to the loss, revocation or suspension (or threatened loss, revocation
or suspension) of any material Authorization or of any material qualification of any Loan Party or Subsidiary; provided
that any internal reports to a Person’s compliance “hot line” which are promptly investigated and determined
to be without merit need not be reported.


 


(iv)        Promptly
furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Governmental Authority
under any Health Care Law against any Loan Party or any of its Subsidiaries.


 


(v)         Promptly
furnish or cause to be furnished to the Agent notice of all material allegations by any Governmental Authority (or any agent thereof)
of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical research or related
services.


 


Notwithstanding
anything to the contrary in any Loan Document, no Loan Party or any of its Subsidiaries shall be required to furnish to Agent
or any Lender patient-related or other information, the disclosure of which to Agent or such Lender is prohibited by any applicable
law.


 


6.10       Cure
of Violations.


 


If
there shall occur any breach of Section 6.9, Borrower shall take such commercially reasonable action as is necessary to
validly challenge or otherwise appropriately respond to such fact, event or circumstance within any timeframe required by applicable
Health Care Laws, and shall thereafter diligently pursue the same.


 


6.11       Corporate
Compliance Program.


 


Maintain,
and will cause each other Loan Party to maintain on its behalf, a corporate compliance program reasonably acceptable to Agent.
Until the Obligations have been Paid in Full, Borrower will modify such corporate compliance program from time to time (and cause
the other Loan Parties and Subsidiaries to modify their respective corporate compliance programs) as may be reasonable to attempt
to ensure continuing compliance in all material respects with all material applicable laws, ordinances, rules, regulations and
requirements (including, in all applicable material respects, any material Health Care Laws). Borrower will permit Agent and/or
any of its outside consultants to review such corporate compliance programs from time to time upon reasonable notice and during
normal business hours of Borrower.


  


6.12       Payment
of Debt.


 


Except
as otherwise prescribed in the Loan Documents, Borrower shall pay, discharge or otherwise satisfy when due and payable (subject
to applicable grace periods and, in the case of trade payables, to ordinary course of payment practices) all of its material obligations
and liabilities, except when the amount or validity thereof is being contested in good faith by appropriate proceedings and appropriate
reserves shall have been made in accordance with GAAP consistently applied.


 






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6.13       Deposit
Accounts.


 


In
the event the SVB Indebtedness is repaid or otherwise terminated and not replaced with a substantially equivalent line of credit
less than or equal to the principal amount of the SVB Indebtedness that is subject to the Intercreditor Agreement (or any replacement
intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) (an “Equivalent
Credit Line”), Borrower shall cause any Deposit Accounts to be subject to a control agreement entered into from time
to time, at Agent’s request, among Borrower, Agent and any third party bank or financial institution (subject to Agent’s
prior written approval in its reasonable discretion) at which Borrower maintains a Deposit Account. Notwithstanding the foregoing,
such control agreement shall terminate upon Borrower entering into an Equivalent Credit Line, if reasonably required by new lender
under the Equivalent Credit Line.


 


6.14       Collateral
Access Agreement.


 


Deliver
to Agent a fully-executed landlord waiver or collateral access agreement, in form and substance acceptable to Agent in its sole
discretion, within (x) ninety (90) days following the Closing Date, with respect to each premises leased to Borrower as
of the Closing Date, and (y) thirty (30) days following the acquisition of a leasehold interest in any real property other
than any premises leased to Borrower as of the Closing Date.


 


6.15       Insurance
Certificates.


 


Deliver
to Agent, within thirty (30) days following the Closing Date, in form and substance acceptable to Agent in its sole discretion,
(i) evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, including without
limitation, casualty and liability insurance, (ii) insurance certificates issued by Borrower’s insurance broker containing
such information regarding Borrower’s casualty and liability insurance policies as Agent shall request and naming Agent
as an additional insured and/or lenders loss payee, as applicable, and (iii) endorsements issued by Borrower’s insurer naming
Agent as lenders loss payee and additional insured, as applicable, to the policies referenced in clauses (i) and (ii)
above.


 


6.16       Foreign
Good Standing Certificates.


  


Deliver
to Agent, within five (5) Business Days following the Closing Date, good standing certificates for Borrower in each jurisdiction
other than its jurisdiction of organization in which Borrower is qualified to do business as a foreign entity, in form and substance
reasonably satisfactory to Agent.


 


Section
7              Negative Covenants.


 


Until
all Obligations have been Paid in Full, Borrower agrees that, unless at any time Agent shall otherwise expressly consent in writing,
in its sole discretion, it will:


 


7.1          Debt.


 


Not,
and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:


 


(a)          Obligations
under this Agreement and the other Loan Documents;


 


(b)          the
SVB Indebtedness or any Equivalent Credit Line; provided that the aggregate amount of all such SVB Indebtedness or an Equivalent
Credit Line at any time outstanding shall not exceed $***;


 






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(c)          Debt
secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o)
and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under
Section 7.2(d) at any time outstanding shall not exceed $***;


 


(d)         Debt
with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;


 


(e)          Debt
(i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment
of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business,
assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan
Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the
ordinary course of business from customers for goods purchased in the ordinary course of business;


 


(f)          Debt
with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services,
overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;


 


(g)         Debt
incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment
compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section
7.2(e);


 


(h)         Debt
described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different
lender) thereof so long as the principal amount thereof is not increased; and


 


(i)       unsecured
Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary
course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $***.


  


7.2          Liens.


 


Not,
and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or
rights of whatsoever nature (whether now owned or hereafter acquired), except:


 


(a)          Liens
for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and
with respect to which no execution or other enforcement has occurred;


 


(b)          Liens
arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen, mechanics,
landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s
compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA that secure an
amount in excess of $500,000) or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed
money, licenses, statutory obligations and similar obligations) for sums not overdue or being diligently contested in good faith
by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property
or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and with respect to which no execution
or other enforcement of which is effectively stayed;


 






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(c)          Liens
described on Schedule 7.2 as of the Closing Date (other than Liens being released at the closing under this Agreement);


 


(d)         subject
to the limitation set forth in Section 7.1(c), (i) Liens arising in connection with Capital Leases (and attaching
only to the property being leased), (ii) Liens on any property securing debt incurred for the purpose of financing all or
any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within
ninety (90) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, and
(iii) the replacement, extension or renewal of a Lien permitted by one of the foregoing clauses (i) or (ii) in the
same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase
in the amount thereof);


 


(e)          Liens
relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment
or award that is not an Event of Default hereunder;


 


(f)          easements,
rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material
respect with the ordinary conduct of the business of Borrower or any Subsidiary;


 


(g)         Liens
arising under the Loan Documents;


 


(h)         the
replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property subject thereto
arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);


 


(i)          any
interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement to
the extent limited to the item licensed or leased;


  


(j)           (i)       Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii)
customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained
in standard agreements for the opening of an account with a bank;


 


(k)          Liens
arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable
jurisdiction in respect of operating leases permitted hereunder and entered into by a Loan Party in the ordinary course of business;


 


(l)           Liens
attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted hereunder or
indemnification other post-closing escrows or holdbacks;


 


(m)         Liens
incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation;


 


(n)          Liens
to secure obligations of a Loan Party to another Loan Party; and


 






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(o)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course
of business.


 


7.3         Dividends;
Redemption of Equity Interests.


 


Not
(a) declare, pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests, (b) apply
any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities
or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or
distributions to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity
as such other than in compliance with Section 7.7 hereof, or (d) make any payment of any management, service or related
or similar fee to any Affiliate or holder of Equity Interests of Borrower other than in compliance with Section 7.7 hereof.


 


7.4       Mergers;
Consolidations; Asset Sales.


 


(a)          Not
be a party to any amalgamation or any other form of merger or consolidation, unless Borrower’s Obligations under this Agreement
are Paid in Full upon the consummation of such transaction or Agent gives written consent, which consent shall not be unreasonably
withheld, to the assumption of Borrower’s Obligations by the party or Affiliates of the party to such transaction upon the
consummation of such transaction.


 


(b)          Not,
and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or ownership interests in
such assets, or sell or assign with or without recourse any receivables, unless in each case Borrower’s obligations under
this Agreement are Paid in Full upon the consummation of such Transaction or Agent gives written consent (in its sole discretion)
to the assumption of Borrower’s Obligations by the Person or Affiliate of the Person party to such transaction upon the
consummation of such transaction, except for (i) sales of inventory in the ordinary course of business for at least fair market
value, (ii) transfers, destruction or other disposition of inventory or obsolete or worn-out assets in the ordinary course of
business and any other sales and dispositions of assets (excluding (A) any equity interests of Borrower or any Subsidiary or (B)
sales of inventory described in clause (i) above) for at least fair market value (as determined by the Board of Directors
of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed $***
with respect to sales and dispositions made pursuant to this clause (ii), (iii) sales and dispositions to Loan Parties,
(iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of business, (v) sales and exchanges of Cash
Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2
and transactions expressly permitted by Section 7.4(a) or 7.10, (vii) sales or issuances of equity interests
by Borrower, (viii) issuances of equity interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary
course of business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination
of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt
among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain”
or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment
for new equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than
the equipment being exchanged.


 


7.5         Modification
of Organizational Documents.


 


Not
permit the charter, by-laws or other organizational documents of Borrower or any other Loan Party to be amended or modified in
any way which could reasonably be expected to materially and adversely affect the interests of Agent or any Lender. An amendment
to Borrower’s certificate of incorporation to increase Borrower’s authorized capital stock shall not be deemed to
adversely affect the interests of Agent or any Lender.


 



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7.6          Use
of Proceeds.


 


Use
the proceeds of the Loans, solely for paying off the Prior Debt, working capital, for capital expenditures, for fees and expenses
related to the negotiation, execution, delivery and closing of this Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby and for other general business purposes of Borrower and its Subsidiaries, and not use any proceeds
of any Loan or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of “purchasing or carrying” any Margin Stock.


 


7.7          Transactions
with Affiliates.


 


Not,
and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract
with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not
one of its Affiliates, other than (i) reasonable compensation and indemnities to, benefits for, reimbursement of expenses of,
and employment arrangements with, officers, employees and directors in the ordinary course of business, (ii) transactions among
Loan Parties and (iii) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.7.


 


7.8         Inconsistent
Agreements.








 


Not,
and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or
breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations
hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders
a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability
of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any
Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer
any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c),
(A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured
Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets
securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting
the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the SVB Loan
Documents and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in
any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.


 


7.9          Business
Activities.


 


Not,
and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date
and businesses reasonably related thereto. Not, and not permit any other Loan Party to, issue any equity interest other than (a) Equity
Interests of Borrower that do not require any cash dividends or other cash distributions to be made prior to the Obligations being
Paid in Full, (b) any issuance by a Subsidiary to Borrower or another Subsidiary in accordance with Section 7.3 or
Section 7.10, or (c) any issuance of directors’ qualifying shares as required by applicable law.


 






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7.10       Investments.


 


Not,
and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:


 


(a)          contributions
by Borrower to the capital of any Wholly-Owned Subsidiary of Borrower, so long as the recipient of any such contribution has guaranteed
the Obligations and such guaranty is secured by a pledge of all of its equity interests and substantially all of its real and
personal property, in each case in accordance with Section 6.8;


 


(b)          Cash
Equivalent Investments;


 


(c)          bank
deposits in the ordinary course of business;


 


(d)          Investments
listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of such Investment(s);


 


(e)          any
purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any
Subsidiary of Borrower;


 


(f)          transactions
among Loan Parties permitted by Section 7.4;


 


(g)         Hedging
Obligations permitted under Section 7.1(c); and


 


(h)          (i)
advances given to employees and directors in the ordinary course of business and (ii) other emergency or special circumstance
advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $*** in the aggregate
outstanding at any time;


 


(i)           lease,
utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of
business;


 


(j)           Investments
consisting of the non-cash portion of the consideration received in respect of Dispositions permitted hereunder;


 


(k)          Investments
resulting from or otherwise constituting Acquisitions not to exceed $*** in the aggregate during any calendar year of the term
of this Loan; provided that for purposes of calculating such aggregate annual Investments during any calendar year, such
calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income-related
metrics, (ii) any payments to be made in relation to such Investment after the Term Loan Maturity Date and (iii) any payments
made during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower
prior to the Closing Date.


 


(l)           Investments
permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with
the Loan Documents; and


 


(m)         Investments
(i) received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims
or disputes or (ii) in securities of customers and suppliers received in connection with the bankruptcy or reorganization of,
or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications
and renewals thereof.


 






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7.11       Restriction
of Amendments to Certain Documents.


 


Not
(i) amend or otherwise modify, or waive any rights under, any provisions of the SVB Loan Documents (except that the terms
of the SVB Indebtedness may be amended, modified or otherwise waived to the extent permitted under the Intercreditor Agreement
or in any manner that could not reasonably be expected to materially and adversely affect the interests of Agent or any Lender)
or (ii) amend or otherwise modify in any material manner, or waive any rights under, any provisions of any of the Material
Contracts (or any replacements thereof) set forth on Schedule 7.11 hereto (as such schedule may be updated by Agent from
time to time to include any material contracts, licenses, agreements or similar arrangements to those described on such Schedule
as of the Closing Date that are entered into by Borrower from time to time after the Closing Date), in each case that could reasonably
be expected to materially and adversely affect the interests of Agent or any Lender; provided, however, that notwithstanding
anything to the contrary set forth in this Agreement, Agent and Lenders (x) acknowledge that as of the date hereof, the
Borrower has executed a term sheet with SVB pursuant to which the SVB Loan Documents will be amended, (y) acknowledge receiving
of a copy of such term sheet, and (z) agree that Agent and Lenders shall cooperate with Borrower with respect to such amendment
including consent of Agent to such amendment, on behalf of Lenders, which consent shall not be unreasonably withheld.


 


7.12       Fiscal
Year.


 


Not
change its Fiscal Year.


 


7.13       Financial
Covenants


 


7.13.1     Consolidated
Unencumbered Liquid Assets.


 


Not
permit the Consolidated Unencumbered Liquid Assets on the last day of any Fiscal Quarter to be less than $***.


 


7.13.2     Minimum
Aggregate Revenue.


 


Not
permit the Aggregate Revenue for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter
(designated by “Q” in the table below) to be less than the applicable amount set forth on the table below for such
period.


 


	

        Minimum
        LTM Aggregate Revenue (in millions of Dollars) as of the end of:

        

	Q4
    2014	Q1
    2015	Q2
    2015	Q3
    2015	Q4
    2015	Q1
    2016	Q2
    2016	Q3
    2016	Q4
    2016 and each Fiscal 

    Quarter thereafter
	$***	$***	$***	$***	$***	$***	$***	$***	$***


 


7.14       Deposit
Accounts.


 


Not,
and not permit any other Loan Party, to maintain or establish any new Deposit Accounts other than (a) the Deposit Accounts set
forth on Schedule 7.14 (which Deposit Accounts constitute all of the Deposit Accounts, securities accounts or other similar
accounts maintained by the Loan Parties as of the Closing Date) without prior written notice to Agent and unless Agent, Borrower
or such other applicable Loan Party and the bank or other financial institution at which the account is to be opened after the
Closing Date enter into a tri-party deposit account control agreement, in form and substance reasonably satisfactory to Agent,
regarding such Deposit Account pursuant to which each of such bank and the applicable Loan Party acknowledges the security interest
and control of Agent in such account and agrees to limit its set-off rights with respect thereto, and (b) Exempt Accounts.


 






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7.15       Subsidiaries.


 


Not,
and not permit any other Loan Party to, in each case without the prior written consent of Agent in its sole discretion, establish
or acquire any Subsidiary unless (i) no Default or Event of Default has occurred and is continuing or would result therefrom,
(ii) such Subsidiary shall have assumed and joined each Loan Document as a Loan Party pursuant to documentation acceptable to
Agent in its sole discretion and (iii) all other Loan Parties shall have reaffirmed all Obligations as well as all representations
and warranties under the Loan Documents (except to the extent such representations and warranties specifically relate to a prior
date only).


 


7.16       Regulatory
Matters.


 


To
the extent that any of the following would reasonably be expected to result in a Material Adverse Effect, not, and not permit
any other Loan Party to, (i) make, and use commercially reasonable efforts to not permit any officer, employee or agent of any
Loan Party to make, any untrue statement of material fact or fraudulent statement to any Governmental Authority; fail to disclose
a material fact required to be disclosed to any Governmental Authority; or commit a material act, make a material statement, or
fail to make a statement in breach of CLIA or that could otherwise reasonably be expected to provide the basis for CMS or any
Governmental Authority to undertake action against such Loan Party, (ii) conduct any clinical studies in the United States or
sponsor the conduct of any clinical research in the United States, (iii) introduce into commercial distribution any FDA Products
which are, upon their shipment, adulterated or misbranded in violation of 21 U.S.C. § 331, (iv) make, and use commercially
reasonable efforts to not permit any officer, employee or agent of any Loan Party to make, any untrue statement of material fact
or fraudulent statement to the FDA or any other Governmental Authority; fail to disclose a material fact required to be disclosed
to the FDA or any other Governmental Authority; or commit a material act, make a material statement, or fail to make a statement
in breach of the FD&C Act or that could otherwise reasonably be expected to provide the basis for the FDA or any other Governmental
Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,”
as set forth in 56 Fed. Reg. 46191 (September 10, 1991), or (v) otherwise incur any material liability (whether actual or contingent)
for failure to comply with Health Care Laws.


 


7.17       Name;
Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names.


 


Borrower
shall not (a) change its jurisdiction of organization or change its corporate name without thirty (30) calendar days prior written
notice to Agent, (b) amend, alter, suspend, terminate or make provisional in any material way, any Permit, the suspension, amendment,
alteration or termination of which could reasonably be expected to be, have or result in a Material Adverse Effect without the
prior written consent of Required Lenders, which consent shall not be unreasonably withheld, (c) wind up, liquidate or dissolve
(voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing, (d)
amend, modify, restate or change any insurance policy in a manner adverse to Agent or Lenders, (e) engage, directly or indirectly,
in any business other than as set forth herein, (f) change its federal tax employer identification number or similar tax identification
number under the relevant jurisdiction or establish new or additional trade names without providing not less than thirty (30)
days advance written notice to Agent, or (g) revoke, alter or amend any Tax Information Authorization (on IRS Form 8821 or otherwise)
or other similar authorization mandated by the relevant Government Authority given to any Lender.


 






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7.18       Truth
of Statements.


 


Borrower
shall not knowingly furnish to Agent or any Lender any certificate or other document that contains any untrue statement of a material
fact or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was
furnished.


 


Section
8              Events of Default; Remedies.


 


8.1          Events
of Default.


 


Each
of the following shall constitute an Event of Default under this Agreement:


 


8.1.1       Non-Payment
of Credit.


  


Default
in the payment when due of the principal of any Loan; or default, and continuance thereof for five Business Days, in the
payment when due of any interest, fee, or other amount payable by any Loan Party hereunder or under any other Loan Document. For
the avoidance of doubt, the underpayment of any Revenue-Based Payment shall not constitute the failure to make any payment for
purposes of this Section 8.1.1 but instead shall be governed solely by Section 8.1.4.


 


8.1.2       Default
Under Other Debt.


 


Any
default shall occur under the terms applicable to any Debt of any Loan Party (excluding the Obligations) in an aggregate principal
amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors
under any combined or syndicated credit arrangement) exceeding $*** and such default shall (a) consist of the failure to
pay such Debt when due (after giving effect to applicable grace periods), whether by acceleration or otherwise, or (b) accelerate
the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash
collateral in respect thereof) prior to its expressed maturity.


 


8.1.3       Bankruptcy;
Insolvency.


 


(a)       Any
Loan Party shall (i) be unable to pay its debts generally as they become due, (ii) file an assignment or have filed
against it a petition under any insolvency statute, (iii) make a general assignment for the benefit of its creditors, (iv) commence
a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial
part of its property or shall otherwise be dissolved or liquidated, or (v) make an application or commence a proceeding seeking
reorganization or liquidation or similar relief under any Debtor Relief Law or any other applicable law; or


 






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(b)       (i) a
court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator
or conservator of any Loan Party or the whole or any substantial part of any of Loan Party’s properties, which shall continue
unstayed and in effect for a period of sixty (60) calendar days, (B) approve a petition or claim filed against any Loan Party
seeking reorganization, liquidation or similar relief under the any Debtor Relief Law or any other applicable law, which is not
dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other applicable law or
statute, assume custody or control of any Loan Party or of the whole or any substantial part of any of Loan Party’s properties,
which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against any Loan Party
any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other applicable
law or statute, which (A) is not unconditionally dismissed within sixty (60) calendar days after the date of commencement,
or (B) is with respect to which Borrower takes any action to indicate its approval of or consent.


 


8.1.4       Non-Compliance
with Loan Documents.


 


(a)       Failure
by Borrower to comply with or to perform any covenant set forth in Section 7; (b) failure by any Loan Party to comply
with or to perform any other provision of this Agreement or any other Loan Document applicable to it (and not constituting an
Event of Default under any other provision of this Section 8) and continuance of such failure described in this clause
(b) for thirty (30) days after the earlier of any Loan Party becoming aware of such failure or notice thereof to Borrower
from Agent or any Lender; or (c) failure by Borrower to pay the amount of any Royalty-Based Payment set forth in a report delivered
pursuant to Section 2.9.1(c) on or before the applicable Payment Date or, if there is any dispute as to the amount of any
Revenue-Based Payment required to be paid with respect to any Fiscal Quarter, failure by Borrower, upon final resolution of such
dispute (by agreement or non-appealable judgment of a New York Court) to pay within fifteen (15) days after such final resolution
the amount of any such Revenue-Based Payment determined to be payable by it and not previously paid.


 


8.1.5       Representations;
Warranties.


 


Any
representation or warranty made by any Loan Party herein or any other Loan Document is false or misleading in any material respect
when made, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to Agent
or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein
set forth are stated or certified.


 


8.1.6       Pension
Plans.


 


(a) Institution
of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the
Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such
Pension Plan, in excess of $500,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA securing obligations in excess of $500,000; or (c) there shall occur any withdrawal
or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer
Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any other Loan Party
or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $500,000.


 


8.1.7       Judgments.


 


Final
judgments which exceed an aggregate of $*** (to the extent not adequately covered by insurance as to which the insurance company
has not disclaimed liability) shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or
had execution thereof stayed pending appeal within sixty (60) calendar days after entry or filing of such judgments.


 






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8.1.8       Invalidity
of Loan Documents or Liens.


 


(a)       Any
Loan Document shall cease to be in full force and effect otherwise in accordance with its express terms that results in a material
diminution of the rights and remedies afforded to Agent and/or Lenders or any other secured parties thereunder ; (b) any Loan
Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability
of any Loan Document; or (c) any Lien created pursuant to any Loan Document ceases to constitute a valid first priority perfected
Lien (subject to Permitted Liens) on any material portion of the Collateral in accordance with the terms thereof, or Agent ceases
to have a valid perfected first priority security interest (subject to Permitted Liens) in any material portion of the Collateral
pledged to Agent, for the benefit of Lenders, pursuant to the Collateral Documents.








  


8.1.9       Invalidity
of Subordination Provisions.


 


Any
subordination provision in any document or instrument governing the SVB Indebtedness or any subordination provision in the Intercreditor
Agreement, or any subordination provision in any guaranty by any Loan Party of the SVB Indebtedness, shall cease to be in full
force and effect other than as a result of any payment of the SVB Indebtedness permitted hereunder, or any Loan Party shall contest
in any manner the validity, binding nature or enforceability of any such provision.


 


8.1.10     Change
of Control.


 


A
Change of Control not otherwise permitted pursuant to Section 7.4 above shall occur.


 


8.1.11     Certificate
Withdrawals, Adverse Test or Audit Results, and Other Matters.


 


The
institution of any proceeding by FDA, CMS, or similar Governmental Authority to order the withdrawal of any Product or Product
category or Laboratory Service or Laboratory Service category from the market or to enjoin Borrower or its Subsidiary from manufacturing,
marketing, selling, distributing, or otherwise providing any Product or Product category or Laboratory Service or Laboratory Service
category that could reasonably be expected to have a Material Adverse Effect, (b) the institution of any action or proceeding
by DEA, FDA, CMS, or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Required Permit
held by Borrower or its Subsidiary or any of their representatives, which, in each case, could reasonably be expected to have
a Material Adverse Effect, (c) the commencement of any enforcement action against Borrower or its Subsidiary by DEA, FDA,
CMS, or any other Governmental Authority that could reasonably be expected to have a Material Adverse Effect, (d) the recall
of any Products or Laboratory Service from the market, the voluntary withdrawal of any Products or Laboratory Service from the
market, or actions to discontinue the sale of any Products or Laboratory Service that could reasonably be expected to have a Material
Adverse Effect, (e) the occurrence of adverse test, audit, or inspection results in connection with a Product or Laboratory
Service which could reasonably be expected to have a Material Adverse Effect, or (f) the occurrence of any event described in
clauses (a) through (e) above that would otherwise cause Borrower to be excluded from participating in any federal,
provincial, state or local health care programs under Section 1128 of the Social Security Act or any similar law or regulation. 


 






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8.2          Remedies.


 


(a)         If
any Event of Default described in Section 8.1.3 shall occur, the Loans and all other Obligations shall become immediately
due and payable without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and
be continuing, Agent may, and upon the written request of Required Lenders shall, declare all or any part of the Loans and other
Obligations to be due and payable, whereupon the Loans and other Obligations shall become immediately due and payable (in whole
or in part, as applicable), all without presentment, demand, protest or notice of any kind. Agent shall use commercially reasonable
efforts to promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.


 


(b)         In
addition to the acceleration provisions set forth in Section 8.2(a) above, upon the occurrence and continuation of an Event
of Default, Agent may (or shall at the request of Required Lenders) exercise any and all rights, options and remedies provided
for in any Loan Document, under the Uniform Commercial Code, any other applicable foreign or domestic laws or otherwise at law
or in equity, including, without limitation, the right to (i) apply any property of Borrower held by Agent to reduce the Obligations,
(ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral
or securities pledged, with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral
as Borrower might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its
own means or with judicial assistance, enter any premises at which Collateral and/or pledged securities are located, or render
any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability for
rent, storage, utilities, or other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s
expense, require that all or any part of the Collateral be assembled and made available to Agent, for the benefit of Lenders,
or Required Lenders at any place reasonably designated by Required Lenders in their sole discretion and/or relinquish or abandon
any Collateral or securities pledged or any Lien thereon.


 


(c)         The
enumeration of any rights and remedies in any Loan Document is not intended to be exhaustive, and all rights and remedies of Agent
and Lenders described in any Loan Document are cumulative and are not alternative to or exclusive of any other rights or remedies
which Agent and Lenders otherwise may have. The partial or complete exercise of any right or remedy shall not preclude any other
further exercise of such or any other right or remedy.


 


Section
9              Agent.


 


9.1         Appointment;
Authorization.


 


Each
Lender hereby irrevocably appoints, designates and authorizes Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to
it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall
not have any duty or responsibility except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist against Agent.


 






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9.2         Delegation
of Duties.


 


Agent
may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for
the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.


 


9.3       Limited
Liability.








 


None
of Agent or any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby
(except to the extent resulting from its own gross negligence or willful misconduct as determined by a court of competent jurisdiction),
or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by any Loan
Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Loan Document, or in
any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection
with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein),
or for any failure of any Loan Party or any other party to any Loan Document to perform its Obligations hereunder or thereunder.
Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books
or records of any Loan Party or Affiliate of any Loan Party.


 


9.4          Reliance.


 


Agent
shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel
(including counsel to any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified
in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of Required Lenders (or all Lenders if expressly required hereunder) as it deems appropriate and, if it so requests,
confirmation from Lenders of their obligation to indemnify Agent against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Required Lenders
(or all Lenders if expressly required hereunder) and such request and any action taken or failure to act pursuant thereto shall
be binding upon each Lender.


 


9.5          Notice
of Default.


 


Agent
shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults
in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have
received written notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or Default and
stating that such notice is a “notice of default”. Agent will notify Lenders of its receipt of any such notice or
any such default in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders. Agent
shall take such action with respect to such Event of Default or Default as may be requested by Required Lenders in accordance
with Section 8.2; provided that unless and until Agent has received any such request, Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall
deem advisable or in the best interest of Lenders.


 






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9.6          Credit
Decision.


 





Each
Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including
any review of the affairs of Borrower and the other Loan Parties, shall be deemed to constitute any representation or warranty
by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent and based on
such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrower, and made its own decision to enter into
this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without
reliance upon Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein
required to be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness
of any Loan Party which may come into the possession of Agent.


 


9.7         Indemnification.


 


Whether
or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand Agent and its directors,
officers, employees and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of
Borrower to do so), based on such Lender’s Pro Rata Term Loan Share, from and against any and all actions, causes of action,
suits, losses, liabilities, damages and expenses, including Legal Costs, except to the extent any thereof result from the applicable
Person’s own gross negligence or willful misconduct, as determined by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including
Legal Costs) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent
is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 9.7 shall survive repayment
of the Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Collateral
Documents, termination of this Agreement and the resignation or replacement of Agent.


 


9.8         Agent
Individually.


 


SWK
and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests
in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Loan Party
and any Affiliate of any Loan Party as though SWK were not Agent hereunder and without notice to or consent of any Lender. Each
Lender acknowledges that, pursuant to such activities, SWK or its Affiliates may receive information regarding Loan Parties or
their Affiliates (including information that may be subject to confidentiality obligations in favor of any such Loan Party or
such Affiliate) and acknowledge that Agent shall be under no obligation to provide such information to them. With respect to their
Loans (if any), SWK and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though SWK were not Agent, and the terms “Lender” and “Lenders” include SWK and its
Affiliates, to the extent applicable, in their individual capacities.


 






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9.9         Successor
Agent.


 


Agent
may resign as Agent at any time upon 30 days’ prior notice to Lenders and Borrower (unless during the existence of an Event
of Default such notice is waived by Required Lenders). If Agent resigns under this Agreement, Required Lenders shall, with (so
long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from
among Lenders a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the resignation
of Agent, Agent may appoint, on behalf of, and after consulting with Lenders and (so long as no Event of Default exists) Borrower,
a successor agent from among Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor
agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent becomes effective, the provisions of this Section 9 and Sections 10.4 and 10.5
shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this
Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and
Lenders shall perform all of the duties of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent
as provided for above; provided that in the case of any collateral security held by Agent on behalf of the Lenders under
any of the Loan Documents, the retiring Agent shall continue so to hold such collateral security until such time as a successor
Agent is appointed and the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue
to inure to its benefit so long as retiring Agent shall continue to so hold such collateral security. Upon the acceptance of a
successor’s appointment as Agent hereunder, the retiring Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents in respect of the Collateral.


 


9.10       Collateral
and Guarantee Matters.


 


Lenders
irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under
any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold
or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver
or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an
officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject
to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii)
hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been
Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted
hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without
further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this
Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted
by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether
the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent at any time, Lenders will confirm
in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant
to this Section 9.10.


 






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Agent
shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full,
(ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted
hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer
of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to
Section 10.1, if directed to do so in writing by Required Lenders.








  


In
furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and
release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.


 


9.11       SVB
Indebtedness Intercreditor Agreement.


 


Each
Lender hereby irrevocably appoints, designates and authorizes Agent to enter into the Intercreditor Agreement, on its behalf and
to take such action on its behalf under the provisions of any such agreement (subject to the last sentence of this Section
9.11). Each Lender further agrees to be bound by the terms and conditions of the Intercreditor Agreement. Each Lender hereby
authorizes Agent to issue blockages notices in connection with the SVB Indebtedness and the Intercreditor Agreement at the direction
of Required Lenders (it being agreed and understood that Agent will not act unilaterally to issue such blockage notices).


 


9.12       Actions
in Concert.


 


For
the sake of clarity, each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce
its rights arising out of this Agreement, the Notes or any other Loan Document (including exercising any rights of setoff) without
first obtaining the prior written consent of Agent and Required Lenders, it being the intent of Lenders that any such action to
protect or enforce rights under this Agreement, the Notes and the other Loan Documents shall be taken in concert and at the direction
or with the consent of Agent or Required Lenders.


 


Section
10            Miscellaneous.


 


10.1       Waiver;
Amendments.


 


(a)          Except
as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision
of this Agreement or any of the other Loan Documents (including without limitation, the Intercreditor Agreement) shall in any
event be effective unless the same shall be in writing and signed by Borrower (with respect to Loan Documents to which Borrower
is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata Term Loan Shares expressly
designated herein with respect thereto or, in the absence of such express designation herein, by Required Lenders, and then any
such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that:


 


(i)       no
such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby,
in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (provided that
only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase),
(B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C))
or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal
amount of any Loan, the amount or rate of interest thereon (provided that Required Lenders may rescind an imposition of
default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents;
and


 




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(ii)      no
such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower
(with respect to Loan Documents to which Borrower is a party), each such other Loan Party, do any of the following: (A) release
any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted
under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change
the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section
2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent
under the Loan Documents.


 


(b)          No
amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required
Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions
above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section
9), under this Agreement or any other Loan Document.


 


(c)          No
delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof,
or the exercise of any other right, power or remedy.


 


10.2       Notices.


 


All
notices hereunder shall be in writing (including via electronic mail) and shall be sent to the applicable party at its address
shown on Annex II or at such other address as such party may, by written notice received by the other parties, have designated
as its address for such purpose. Notices sent by electronic mail transmission shall be deemed to have been given when sent if
sent during regular business hours on a Business Day, otherwise, such deemed delivery will be effective as of the next Business
Day; notices sent by mail shall be deemed to have been given five (5) Business Days after the date when sent by registered or
certified mail, first class postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to
have been given when received. Borrower, Agent and Lenders each hereby acknowledge that, from time to time, Agent, Lenders and
Borrower may deliver information and notices using electronic mail.


 


10.3       Computations.


 


Unless
otherwise specifically provided herein, any accounting term used in this Agreement (including in Section 7.13 or any related
definition) shall have the meaning customarily given such term in accordance with GAAP, and all financial computations (including
pursuant to Section 7.13 and the related definitions, and with respect to the character or amount of any asset or liability
or item of income or expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance
with GAAP consistently applied; provided that if Borrower notifies Agent that Borrower wishes to amend any covenant in
Section 7.13 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation
of such covenant (or if Agent notifies Borrower that Required Lenders wish to amend Section 7.13 (or any related definition)
for such purpose), then Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition)
is amended in a manner satisfactory to Borrower and Required Lenders. The explicit qualification of terms or computations by the
phrase “in accordance with GAAP” shall in no way be construed to limit the foregoing. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards
159 (Codification of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at
“fair value”, as defined therein.


 




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10.4       Costs;
Expenses.


 


Borrower
agrees to pay on demand the reasonable, out-of-pocket costs and expenses of (a) Agent (including Legal Costs) in connection with
(i) the preparation, execution, syndication and delivery (including perfection and protection of Collateral) of this Agreement,
the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection
herewith (provided that the aggregate amount of all such costs and expenses shall not exceed $***), (ii) the administration
of the Loans and the Loan Documents and (iii) any proposed or actual amendment, supplement or waiver to any Loan Document, and
(b) Agent and Lenders (including Legal Costs) in connection with the collection of the Obligations and enforcement of this Agreement,
the other Loan Documents or any such other documents. In addition, Borrower agrees to pay and to save Agent and Lenders harmless
from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise by Agent and Lenders
of their rights pursuant to and to the extent provided in Section 6.2. All Obligations provided for in this Section
10.4 shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement.


 


10.5       Indemnification
by Borrower.


 


In
consideration of the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments
provided hereunder, Borrower hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors,
employees, Affiliates and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and
against any and all actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively,
the “Indemnified Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of,
or relating to any act or omission of any Loan Party or any of their respective officers, directors or agents, including, without
limitation, (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed
or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use,
handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property
owned or leased by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions
at any property owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or
remediation of offsite locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly
disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other
Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender
Party’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable
judgment. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes,
any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of
this Agreement.


 




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10.6       Marshaling;
Payments Set Aside.


 


Neither
Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or
in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or
Agent or any Lender enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by Agent or any Lender in its discretion) to be repaid to a trustee,
receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to
the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share
of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.


 


10.7       Nonliability
of Lenders.


 


The
relationship between Borrower on the one hand and Lenders and Agent on the other hand shall be solely that of borrower and lender.
Neither Agent nor any Lender shall have any fiduciary responsibility to Borrower. Neither Agent nor any Lender undertakes any
responsibility to Borrower to review or inform Borrower of any matter in connection with any phase of Borrower’s business
or operations. To the fullest extent permitted under applicable law, execution of this Agreement by Borrower constitutes a full,
complete and irrevocable release of any and all claims which Borrower may have at law or in equity in respect of all prior discussions
and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent
nor any Lender shall have any liability with respect to, and Borrower hereby, to the fullest extent permitted under applicable
law, waives, releases and agrees not to sue for, any special, indirect, punitive or consequential damages or liabilities.


 


10.8       Assignments;
Participations.


 


10.8.1    Assignments.


 


(a)       Any
Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person,
an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent
of Agent, and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and
shall not be required (i) from Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved
Fund of a Lender, (ii) from Borrower or Agent for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors
LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement or (iii) from
Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long as such
assignment does not result in Borrower being obligated to pay a greater amount under Section 3 to the Assignee than Borrower
is then obligated to pay to the assigning Lender under such Section).  Except as Agent and, so long as no Event of Default
exists, Borrower may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or
Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Commitment or the principal
amount of the Loan being assigned. Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender
in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment
Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid
by the Lender to whom such interest is assigned; provided that no such fee shall be payable in connection with any assignment
by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Notwithstanding the foregoing, if the consent of Borrower
is required for any assignment hereunder, Borrower withholding such consent because such assignment would result in Borrower being
obligated to pay a greater amount under Section 3 to the Assignee than Borrower is then obligated to pay to the assigning
Lender under such Section, shall be deemed to be a reasonable basis for Borrower to withhold such consent.


 






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(b)       From
and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically
to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant
to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender,
to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released
from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable,
the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Agent for delivery
to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Term
Loan Share (and, as applicable, a Note in the principal amount of the Pro Rata Term Loan Share retained by the assigning Lender).
Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning
Lender shall return to Borrower any prior Note held by it.


 


(c)       Agent,
acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States a copy of each
Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the Commitments
of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The entries in such register shall be,
in the absence of manifest error, conclusive, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
Such register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice
to Agent.


 


(d)       Notwithstanding
the foregoing provisions of this Section 10.8.1 or any other provision of this Agreement, any Lender may at any time assign
all or any portion of its Loans and its Note (i) as collateral security to a Federal Reserve Bank or, as applicable, to such
Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations
hereunder) and (ii) unless such assignment results in Borrower being obligated to pay a greater amount under Section 3
to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Section (in which case the provisions
of Section 10.8.1(a) shall govern), to (w) an Affiliate of such Lender which is at least fifty percent
(50%) owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its direct or
indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund.


 






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10.9       Participations.








  


Any
Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder
(any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant,
(a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder
and (c) all amounts payable by Borrower shall be determined as if such Lender had not sold such participation and shall be
paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to
any event described in Section 10.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected
Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which
such Lender enters into with any Participant. Borrower agrees, to the fullest extent permitted by applicable law, that if amounts
outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed
to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that
such right of set-off shall be subject to the obligation of each Participant to share with Lenders, and Lenders agree to share
with each Participant, as provided in Section 2.10.4. Borrower also agrees that each Participant shall be entitled to the
benefits of Section 3 as if it were a Lender (provided that a Participant shall not be entitled to such benefits
unless such Participant agrees, for the benefit of Borrower, to comply with the documentation requirements of Section 3.1(c)
as if it were a Lender and complies with such requirements, and provided, further, that no Participant shall
receive any greater compensation pursuant to Section 3 than would have been paid to the participating Lender if no participation
had been sold). Any such Lender transferring a participation shall, as an agent for Borrower, maintain in the United States a
register to record the names, address, and interest, principal and other amounts owing to, each Participant. The entries in such
register shall be, in the absence of manifest error, conclusive, and Borrower, Agent and the Lenders may treat each Person whose
name is recorded therein pursuant to the terms hereof as a Participant hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. Such Participation register shall be available for inspection by the Agent or Borrower, at any reasonable
time upon reasonable prior written notice from Agent or Borrower.


 


10.10     Confidentiality.


 


Borrower,
Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Borrower, Agent or such Lender applies
to maintain the confidentiality of its own confidential information) to maintain as confidential all information (including, without
limitation, any information provided by Borrower pursuant to Sections 6.1.3, 6.1.7, 6.1.8 and 6.2)
provided to them by any other party hereto and/or any other Loan Party, as applicable, except that Agent and each Lender may disclose
such information (a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral
managers of Lenders) in evaluating, approving, structuring or administering the Loans and the Commitments (provided that
such Persons have been informed of the covenant contained in this Section 10.9); (b) to any assignee or participant
or potential assignee or participant that has agreed to comply with the covenant contained in this Section 10.9 (and any
such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged
by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority
or examiner, or any insurance industry association, or as reasonably believed by Agent or such Lender to be compelled by any court
decree, subpoena or legal or administrative order or process; (d) as, on the advice of Agent’s or such Lender’s
counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection
with any litigation to which Agent or such Lender is a party; (f) to any nationally recognized rating agency or investor
of a Lender that requires access to information about a Lender’s investment portfolio in connection with ratings issued
or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault of Agent or any
Lender; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that its access to information
regarding Borrower and the Loans and Commitments is solely for purposes of evaluating an investment in such Securitization and
who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral manager, servicer,
noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving
as collateral for such Securitization. For purposes of this Section, “Securitization” means a public or private
offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest
in, or which are collateralized, in whole or in part, by the Loans or the Commitments. In each case described in clauses (c),
(d) and (e) (as such disclosure in clause (e) pertains to litigation only), where the Agent or Lender, as
applicable, is compelled to disclose a Loan Party’s confidential information, promptly after such disclosure the Agent or
such Lender, as applicable, shall notify Borrower of such disclosure provided, however, that neither the Agent nor
any Lender shall be required to notify Borrower of any such disclosure (i) to any federal or state banking regulatory authority
conducting an examination of the Agent or such Lender, or (ii) to the extent that it is legally prohibited from so notifying Borrower.
Notwithstanding the foregoing, Agent reserves the right to provide to industry trade organizations information necessary and customary
for inclusion in league table measurements.


 






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10.11      Captions.


 


Captions
used in this Agreement are for convenience only and shall not affect the construction of this Agreement.


 


10.12      Nature
of Remedies.


 


All
Obligations of Borrower and rights of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to
and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Agent
or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.


 


10.13      Counterparts.


 


This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and
each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
Agreement. Receipt by facsimile machine or in “.pdf” format through electronic mail of any executed signature page
to this Agreement or any other Loan Document shall constitute effective delivery of such signature page. This Agreement and the
other Loan Documents to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including
“.pdf”), shall be treated in all manner and respects and for all purposes as an original agreement or amendment and
shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
No party hereto or to any such other Loan Document shall raise the use of a facsimile machine or other electronic transmission
to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated through the use
of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.


  


10.14      Severability.


 


The
illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not
in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or
agreement required hereunder.


 






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10.15      Entire
Agreement.


 


This
Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and
supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.


 


10.16      Successors;
Assigns.


 


This
Agreement shall be binding upon Borrower, Lenders and Agent and their respective successors and assigns, and shall inure
to the benefit of Borrower, Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person shall be a
direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement
or any of the other Loan Documents. Borrower may not assign or transfer any of its rights or Obligations under this Agreement
without the prior written consent of Agent and each Lender.


 


10.17      Governing
Law.


 


THIS
AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION
5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).


 


10.18      Forum
Selection; Consent to Jurisdiction.


 


ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT
AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE
OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


  


10.19      Waiver
of Jury Trial.


 


EACH
OF BORROWER, AGENT AND EACH LENDER, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 






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10.20      Patriot
Act.


 


Each
Lender that is subject to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), and Agent (for itself and not on behalf of any Lender), hereby notifies each Loan Party that, pursuant to the
requirements of the Patriot Act, such Lender and Agent are required to obtain, verify and record information that identifies each
Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender
or Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act.


 


[Remainder
of page intentionally blank; signature pages follow.]


 




    	- 66 -



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers
as of the date first set forth above.


 





	 	borrower:
	 	 
	 	Response Genetics, Inc.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Thomas A.
    Bologna
	 	Name:	Thomas A. Bologna
	 	Title:	Chief Executive Officer







 


[Signature
Page to Credit Agreement]


 




    	 



    	 



    

 





	 	AGENT:
	 	 
	 	SWK FUNDING LLC
	 	 	 
	 	By:	/s/ Winston Black
	 	Name:	Winston Black
	 	Title:	Managing Director
	 	 	 
	 	lender:
	 	 
	 	SWK FUNDING LLC
	 	 	 
	 	By:	/s/ Winston Black
	 	Name:	Winston Black
	 	Title:	Managing Director


 


[Signature
Page to Credit Agreement]


 






    	 



    	 



    

 


ANNEX
I


 


Commitments and Pro Rata Term Loan Shares


 


	Lender	 	Commitment	 	 	Pro Rata Term Loan Share	 
	SWK Funding LLC	 	$	12,000,000	 	 	 	100	%



 


Annex I - 1


[ResGen] Annexes to Credit Agreement


 




    	 



    	 



    

 


ANNEX
II


 


Addresses


 


	Party	Notice Address
	 

                                                                                Agent:
	
         

        SWK Funding LLC

        15770 North Dallas Parkway, Suite 1290

        Dallas, Texas 75248

        Email: notifications@swkhold.com

         

        with a copy to:

         

        Holland & Knight LLP

        200 Crescent Court, Suite 1600

        Dallas, Texas 75201

        Attn: Ryan Magee

        Email: ryan.magee@hklaw.com

         

	 

                                                                                Borrower:
	
         

        Response Genetics, Inc.

        1640 Marengo Street, 7th Floor

        Los Angeles, California 90049

        Attn: Tom Bologna

        Email: tbologna@responsegenetics.com

         



 


Annex II - 1


 


[ResGen] Annexes to Credit Agreement


 




    	 



    	 



    

 


Exhibit
A


 


Form of Assignment Agreement


 


This Assignment
Agreement (the “Assignment Agreement”) is entered into as of [_____], 20[__],by and between the Assignor
named on the signature page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”).
Reference is made to the Credit Agreement dated as of July 30, 2014 (as amended, restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”) among Response Genetics,
Inc., a Delaware corporation (“Borrower”), the Lenders party thereto from time to time (“Lenders”),
and SWK Funding LLC, as administrative agent (in such capacity, together with its
successors and assigns, the “Agent”) on behalf of the Lenders. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement.


 


Assignor and Assignee agree as follows:


 


1.             For
an agreed consideration, Assignor hereby irrevocably sells and assigns to Assignee, and the Assignee hereby irrevocably purchases
and assumes from Assignor, subject to and in accordance with the Credit Agreement, as of the Effective Date (as defined below)
(a) all of Assignors’ rights and obligations in its capacities as Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount and percentage interest, as identified on the schedule
attached hereto, of all of such outstanding rights and obligations of Assignor under or in relation to the Credit Agreement, and
(b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Assignor
(in its capacity as Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on
or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a)
above (the rights and obligations sold and assigned by Assignor to the Assignee pursuant to clauses (a) and (b) above
being referred to herein collectively as an “Assigned Interest”). Such sale and assignment is without recourse
to Assignor and, except as expressly provided in this Assignment Agreement, without representation or warranty by Assignor.


 


2.             Assignor
(a) represents that as of the Effective Date, that it is the legal and beneficial owner of the Assigned Interests free and
clear of any adverse claim; (b) represents that, as of the date hereof, the balance of the Loan is $[__________]; (c) makes
no other representation or warranty and assumes no responsibility with respect to any statement, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, any other Loan Documents or any other instrument or document furnished pursuant thereto; and
(d) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan
Party or any other Person or the performance or observance by any Loan Party of its Obligations under the Credit Agreement or the
other Loan Documents or any other instrument or document furnished pursuant thereto.


 


A-1


[ResGen] Exhibits to Credit Agreement (Exhibit A)


 




    	 



    	 



    

  


3.             Assignee
(a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement;
(b) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the
most recent financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment Agreement; (c) represents and warrants that it has,
independently and without reliance upon Agent or Assignor or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement and to purchase such
Assigned Interest; (d) agrees that it will, independently and without reliance upon Agent, Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (e) appoints and authorizes Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (f) hereby represents and warrants that upon the effectiveness of this Assignment
Agreement, Assignee will be a Lender under the Credit Agreement and further agrees that it will perform in accordance with their
terms all obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (g) represents
that on the date of this Assignment Agreement it is not presently aware of any facts that would cause it to make a claim under
the Credit Agreement; (h) if organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed
by the Internal Revenue Service of the United States, which have been duly executed, certifying as to Assignee’s exemption
from United States withholding taxes with respect to all payments to be made to Assignee under the Credit Agreement or such other
documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty;
and (i) represents and warrants that it is sophisticated with respect to decisions to acquire assets of the type represented by
the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest,
is experienced in acquiring assets of such type.


 


4.             The
effective date for this Assignment Agreement shall be as set forth on the schedule attached hereto (the “Effective Date”).
Following the execution of this Assignment Agreement, it will be delivered to Agent for acceptance and recording by Agent pursuant
to the Credit Agreement.


 


5.             Upon
such acceptance and recording, from and after the Effective Date, (a) Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and (b) Assignor
shall, to the extent provided in this Assignment Agreement, relinquish its rights (other than indemnification rights) and be released
from its obligations under the Credit Agreement.


 


6.             From
and after the Effective Date, Agent shall make all payments in respect of each Assigned Interest (including payments of principal,
interest, fees and other amounts) to Assignor for amounts which have accrued to but excluding the Effective Date and to Assignee
for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Agent shall make all payments
of interest, fees or other amounts paid or payable in kind from and after the Effective Date to Assignee.


 


7.             THIS
ASSIGNMENT AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


8.             This
Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment Agreement may be executed in any number of counterparts and by the different parties hereto on separate
counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same Assignment Agreement. Receipt by facsimile, portable document format (.pdf), or other electronic transmission
of any executed signature page to this Assignment Agreement shall constitute effective delivery of such signature page.


 


[Remainder of page
intentionally blank; signature page follows.]


 


A-2


[ResGen] Exhibits to Credit Agreement (Exhibit A)


 




    	 



    	 



    

  


The parties hereto have
caused this Assignment Agreement to be executed and delivered as of the date first written above.











 


	 	ASSIGNOR:
	 	[___________________________]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	ASSIGNEE:
	 	[___________________________]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Acknowledged and Agreed:
	 	 
	 	SWK Funding LLC,
	 	as Agent


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	[Response Genetics, Inc.,
	 	as Borrower]1


 


	 	By:	 
	 	Name:	 
	 	Title:	 













 













 






1
To the extent necessary prior to an Event of Default.


 


A-3


[ResGen] Exhibits to Credit Agreement (Exhibit A)


 




    	 



    	 



    

  


Schedule to Assignment Agreement


 


	Assignor:	 	 
	 	 	 
	Assignee:	 	 
	 	 	 
	Effective Date:	 	 
	 	 	 
	Credit Agreement:	Credit Agreement, dated as of July 30, 2014, among Response Genetics, Inc., a Delaware corporation, as Borrower, the other loan parties party thereto, the financial institutions party thereto from time to time as Lenders, and SWK Funding LLC, as Agent


 





Interests Assigned:


 


	 	 	Term Loan	 
	Assignor Amounts	 	$	
	Amounts Assigned	 	$	
	Assignee Amounts
 (post-assignment)	 	$	



 


Assignee Information:


  


	Address for Notices:	 	Address for Payments:
	 	 	 	 
	 	 	Bank:	 
	Attention:	 	 	ABA #:	 
	Telephone:	 	 	Account #:	 
	Telecopy:	 	 	Reference:	 


 


A-4


[ResGen] Exhibits to Credit Agreement (Exhibit A)


 







    	 



    	 



    

  


Exhibit
B


 


Form of Compliance Certificate


 


COMPLIANCE CERTIFICATE


 


[____________], 20[__]


 


Please refer to the
Credit Agreement, dated as of July 30, 2014 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) among Response Genetics, Inc., a Delaware corporation (“Borrower”),
the lenders party thereto from time to time as Lenders, and SWK Funding LLC, as
administrative agent (in such capacity, together with its successors and assigns, the “Agent”) on behalf of
the Lenders. This certificate (this “Certificate”), together with supporting calculations attached hereto, is
delivered to Agent pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.


 


Enclosed herewith is
a copy of the [annual audited/quarterly] financial statements required under the Credit Agreement as at and for the period
ending [________________] (the “Computation Date”), which financial statements fairly present in all
material respects the financial condition and results of operations of the Persons covered by such financial statements as of the
Computation Date and for the period then ended and have been prepared in accordance with GAAP consistently applied (subject to
the absence of footnotes and to normal year-end adjustments).


 


Borrower hereby certifies
and warrants that the computations set forth on the schedule attached hereto correspond to the computations required by Sections
7.13.1 and 7.13.2 of the Credit Agreement and such computations are true and correct as at the Computation Date.


 


Borrower further certifies
that no Event of Default or Default has occurred and is continuing [except as set forth on Annex I hereto, which Annex describes
such Event of Default or Default and the steps, if any, being taken to cure it].


 


Borrower has caused
this Certificate to be executed and delivered by its officers thereunto duly authorized on [____________], 20[__].


 


	 	Response Genetics, Inc.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


B-1


[ResGen] Exhibits to Credit Agreement (Exhibit B)



 




    	 



    	 



    

 


Schedule to Compliance Certificate

Dated as of _________________2


 


A.           Section
7.13.1 – Consolidated Unencumbered Liquid Assets 


 


	1A.        Cash Equivalent Investments owned by Borrower and its Subsidiaries on a consolidated basis which are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or proceeds thereof) prior to the general creditors of Borrower and such Subsidiaries other than the Lien for the benefit of the Lenders or Agent:	 	 
	 	 	 
	(a)  any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof	 	$________
	 	 	 
	(b)   commercial paper, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Group or P-l by Moody’s Investors Service, Inc.	 	$________
	 	 	 
	(c)  any certificate of deposit (or time deposit represented by a certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender (or by a commercial banking institution that is a member of the Federal Reserve System or is a U.S. branch of a foreign banking institution and has a combined capital and surplus and undivided profits of not less than $500,000,000)	 	
        $________

         

         

	 	 	 
	(d)  term deposits, certificates of deposit or overnight bank deposits having maturities of one year or less from the date of acquisition, issued by any commercial bank organized under the laws of Canada or any of its provinces, having a combined capital and surplus of not less than $500,000,000.	 	$________
	 	 	 
	(e)  any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in Item (c) above) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of Items (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder	 	
         

         

        $________



 





 






2 The descriptions of the calculations set forth
in this certificate are sometimes abbreviated for simplicity, but are qualified in their entirety by reference to the full text
of the calculations provided in the Credit Agreement.


 


B-2


[ResGen] Exhibits to Credit Agreement (Exhibit B)


 




    	 



    	 



    

 


 


	(f)   money market accounts or mutual funds which invest exclusively or substantially in assets satisfying the foregoing requirements	 	$________
	 	 	 
	(g)  cash	 	$________
	 	 	 
	(h)  other short term liquid investments approved in writing by Agent	 	$________
	 	 	 
	1B.          Total of Items (a) through (h) above	 	$________
	 	 	 
	2.             Minimum Required	 	$1,000,000
	 	 	 
	Is the amount in Item 1B greater than the amount in Item 2?	 	
        ___ Yes

         

        ___ No



 


B.            Section
7.13.2 – Minimum Aggregate Revenue


 


	1.    Net Sales for twelve consecutive month period ending on the Computation Date	 	$________
	 	 	 
	2.    Royalties for twelve consecutive month period ending on the Computation Date	 	$________
	 	 	 
	3.    Sum of Items 1 and 2	 	$________
	 	 	 
	4.    Minimum Required for corresponding Fiscal Quarter	 	(See table in Section 7.13.2 of the Credit Agreement)
	 	 	 
	Is the amount in Item 3 greater than the amount referenced in Item 4?	 	
        ___ Yes

         

        ___ No



 


B-3


[ResGen] Exhibits to Credit Agreement (Exhibit B)


 




    	 



    	 



    

  


Exhibit
C


 


Form of Note


 


promissory
NOTE


	$[___________]	 [_____], 20[__]


 


FOR VALUE RECEIVED
and pursuant to the terms of this Promissory Note (as amended, restated, supplemented,
or otherwise modified from time to time, this “Note”), the undersigned, Response
Genetics, Inc., a Delaware corporation (“Borrower”), having an address at 1640 Marengo Street, 7th
Floor, Los Angeles, California 90049, promises to pay to the order of [___________] (together with all subsequent holders
of this Note being hereinafter referred to collectively, as “Holder”), at the offices of SWK FUNDING, LLC,
a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns, the “Agent”),
on behalf of Holder and the other Lenders (defined below), having an address at 15770 North Dallas Parkway, Suite 1290, Dallas,
Texas 75248, or at such other place as Holder hereof may designate in writing, the principal sum of up to [___________] DOLLARS
($[___________]), or such lesser amount as may be advanced by Holder pursuant to that certain Credit Agreement, of even date
herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”),
among Borrower, the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”),
and Agent, together with interest on the unpaid amount from time to time outstanding under this Note at the rate or rates of interest
provided therefor in the Credit Agreement. This Note evidences the obligation of Borrower to repay, with interest thereon, the
Loans under the Credit Agreement made by Lenders to Borrower pursuant to the Credit Agreement.


 


DEFINITIONS


 


Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


PRINCIPAL AND INTEREST


 


Principal.
Borrower shall make payments on the principal balance of this Note and accrued interest on the principal balance of this Note in
accordance with the provisions of the Credit Agreement. If not sooner paid, the entire unpaid principal balance of this Note and
all interest thereon shall be paid on the Term Loan Maturity Date.


 


Interest.
Interest on the unpaid balance of this Note will accrue from the date of this Note until final payment thereof in accordance
with the applicable provisions of the Credit Agreement.


 


Prepayments.
Borrower may prepay the principal sum outstanding from time to time hereunder as provided in the Credit Agreement, subject to any
prepayment premium set forth in the Credit Agreement.


 


C-1


[ResGen] Exhibits to Credit Agreement (Exhibit C)


 




    	 



    	 



    

  


INCORPORATION OF CREDIT AGREEMENT


 


This Note has been
issued pursuant to the Credit Agreement, and all of the terms, covenants and conditions of the Credit Agreement (including all
Exhibits and Schedules thereto) and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part
of this Note and are deemed incorporated herein in full.


 


EVENTS OF DEFAULT


 


Upon the occurrence
and during the continuance of an Event of Default, the Holder shall have the rights and remedies set forth in the Credit Agreement
and the other Loan Documents, in addition to any other remedies to which the Holder may be entitled.


 


LAWFUL LIMITS


 


All agreements between
Borrower and Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the
proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed
to be paid to Holder for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate
permissible under applicable usury laws. If, from any circumstances whatsoever, fulfillment of any provision hereof, of the Credit
Agreement or of any other Loan Documents shall involve transcending the limit of validity prescribed by any law which a court of
competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity, and, if from any circumstance Holder shall ever receive as interest an amount which would exceed the highest
lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due
hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between Borrower
and Holder.


 


To the extent that
either Chapter 303 or 306, or both, of the Texas Finance Code, as amended from time to time, apply in determining the Maximum Lawful
Rate notwithstanding that the parties have chosen that the laws of the State of New York (or applicable United States federal law
to the extent that it permits Beneficiary to contract for, charge, take, receive or reserve a greater amount of interest than the
laws of the State of New York) to govern and control in the enforcement, interpretation and construction of the Loan Documents
generally, Holder hereby elects to determine the applicable rate ceiling by using the weekly ceiling from time to time in effect,
subject to Holder’s right from time to time to change such method in accordance with applicable law, as the same may be amended
or modified from time to time, to utilize any other method of establishing the Maximum Lawful Rate under the Texas Finance Code
or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect. 
To the extent United States federal law permits Holder to contract for, charge, take, receive or reserve a greater amount of interest
than under Texas law, Holder will rely on United States federal law instead of applicable state law for the purpose of determining
the Maximum Lawful Rate.  As used herein, (x) the term “Maximum Lawful Rate” shall mean the maximum
lawful rate of interest which may be contracted for, charged, taken, received or reserved by Beneficiary in accordance with the
applicable law (or applicable United States federal law to the extent that it permits Beneficiary to contract for, charge, take,
receive or reserve a greater amount of interest than under applicable state law), taking into account all Charges made in connection
with the transaction evidenced by the Note and the other Loan Documents, and (y) the term “Charges” shall
mean all fees, charges and/or any other things of value, if any, contracted for, charged, received, taken or reserved by Holder
in connection with the transactions relating to the Loan Agreement, the Note and the other Loan Documents, which are treated as
interest under applicable law.


 


C-2


[ResGen] Exhibits to Credit Agreement (Exhibit C)


 




    	 



    	 



    

  


MISCELLANEOUS


 


WAIVERS.
PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT OR DISHONOR, PROTEST, NOTICE OF PROTEST, DEMAND, NOTICE OF DEMAND, NOTICE OF ACCELERATION
OR INTENT TO ACCELERATE AND ALL OTHER NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT
OF THIS NOTE ARE HEREBY IRREVOCABLY WAIVED BY BORROWER.


 


Exercise of Remedies.
No delay on the part of Agent or Holder in the exercise of any
right, power or remedy hereunder, under the Credit Agreement or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise by Agent or Holder of
any right, power or remedy hereunder, under the Credit Agreement or under any other Loan Document preclude
other or further exercise thereof, or the exercise of any other right, power or remedy. Upon the occurrence and continuance
of an Event of Default, Agent and Holder shall at all times have the right to proceed against any portion of the Collateral in
such order and in such manner as Agent and Holder may deem fit, subject to an in accordance with the Guarantee and Collateral Agreement
and IP Security Agreement without waiving any rights with respect to any other security.


 


Invalid Provisions.
The illegality or unenforceability of any provision of this Note shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this Note.


 


Governing Law.
THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).


 


Definition of
Note. All references to “Note” or “Notes” in the Loan Documents shall also include this Note, to
the extent not returned to Borrower for cancellation, as the same may be amended, supplemented, modified, divided and/or restated
and in effect from time to time.


 


New Notes.
Upon Agent’s written request (on behalf of Holder) Borrower shall execute and deliver to Agent new Notes and/or split or
divide the Notes, or any of them, in exchange for the then existing Notes, in such smaller amounts or denominations as Agent shall
specify; provided, that the aggregate principal amount of such new, split or divided Notes shall not exceed the aggregate
principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes
that are replaced shall then be deemed no longer outstanding under the Credit Agreement and replaced by such new Notes and returned
to Borrower within a reasonable period of time after Agent’s receipt of the replacement Notes.


 


C-3


[ResGen] Exhibits to Credit Agreement (Exhibit C)


 




    	 



    	 



    

  


Replacement Notes.
Upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the
ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof
new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed,
lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding under the Credit
Agreement. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower; and if such replaced Notes have
been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing to indemnify, defend and save them
harmless in respect of such replaced Notes.


 


[Remainder of page intentionally blank;
signature page follows].


 


C-4


[ResGen] Exhibits to Credit Agreement (Exhibit C)


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the undersigned has
caused this Promissory Note to be executed as of the day and year first written above.


 


	 	BORROWER:
	 	 
	 	Response Genetics, Inc.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


C-5


[ResGen] Exhibits to Credit Agreement (Exhibit C)





 




    	 



    	 



    

  


Exhibit
D


 


Form of Subsequent Term Loan Warrant


 


(See attached.)


 


D-1


[ResGen] Exhibits to Credit Agreement (Exhibit D)


 




    	 



    

 





 





 


FORM OF SUBSEQUENT TERM LOAN WARRANT


 


THIS WARRANT AND ANY SECURITIES ACQUIRED
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN
SECURITIES LAWS AND NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR (II) AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.


 


WARRANT


 


	Date of Issuance:  [____________]1	Warrant No. [___]


 


FOR VALUE RECEIVED,
Response Genetics, Inc., a Delaware corporation (the “Company”), hereby grants to SWK Funding LLC, a Delaware
limited liability company (“SWK”), or its registered assigns (the “Registered Holder”), the
right to purchase up to [________________ (____)]2
duly authorized, validly issued, fully paid and nonassessable shares of the Company’s Common Stock (as further adjusted from
time to time, the “Exercise Shares”) at a price of [$____]3
per share (as adjusted from time to time hereunder, the “Exercise Price”). This Warrant is one of one or more
Warrants issued by the Company (collectively, the “Warrants”) pursuant to Section 4.4 of the Credit Agreement.
Certain capitalized terms used herein are defined in Section 14 hereof. The amount and kind of securities purchasable pursuant
to the rights granted hereunder and the Exercise Price for such securities are subject to adjustment pursuant to the provisions
contained in this Warrant.


 


This Warrant is subject
to the following provisions:


 


Section 1.          Exercise
of Warrant.


 


1A.           Exercise
Period and Amount. The Registered Holder may exercise, in whole or in part, the purchase rights represented by this Warrant
for the Exercise Shares at any time and from time to time up to and including the Expiration Date (the “Exercise Period”).


 


(i)          Exercise
Procedure. This Warrant will be deemed to have been exercised when the Company has received all of the following items or such
later time as may be specified by the Registered Holder in the Exercise Agreement but in no event after the Expiration Date (the
“Exercise Time”):


 





 



1
Date of any subsequent Term Loan made by Lenders pursuant to Section 2.2.2 of the Credit Agreement (the “Subsequent Closing
Date”).


 


2
The Subsequent Term Loan Warrant shall be for a number of shares equal to the 7.5% of the amount of any subsequent Term Loan, divided
by the Exercise Price.


 


3
The Exercise Price shall be equal to 1.2 times the lower of (a) the average closing price of the previous 20 trading days before
the Subsequent Closing Date, or (b) the closing price on the last trading day prior to the Subsequent Closing Date.


 




    	 



    	 



    

 


(a)          a
completed Exercise Agreement, as described in Section 1B hereof, executed by the Person exercising all or part of the
purchase rights represented by this Warrant (the “Purchaser”);


 


(b)          this
Warrant;


 


(c)          if
this Warrant is not registered in the name of the Purchaser, an Assignment or Assignments in the form set forth in Exhibit II
hereto (an “Assignment”) properly executed evidencing the assignment of this Warrant to the Purchaser, in compliance
with the provisions set forth in Section 5 hereof; and


 


(d)          a
payment to the Company in an amount equal to the product of the Exercise Price multiplied by the number of Exercise Shares being
purchased upon such exercise (the “Aggregate Exercise Price”) in the form of, at the Registered Holder’s
option, (1) a check payable to the Company or (2) a wire transfer of funds to an account designated by the Company; provided,
however, the Registered Holder may exercise this Warrant in whole or in part by the surrender of this Warrant to the Company,
with a duly executed Exercise Agreement marked to reflect “Net Issue Exercise” and specifying the number of Exercise
Shares to be purchased, and upon such Net Issue Exercise, the Registered Holder shall be entitled to receive that number of Exercise
Shares determined in accordance with the following equation:



 


	 	X	=	(A - B) x C
	 	 	 	       A



 





where


 


		X	=	the number of shares of Exercise Shares purchasable upon a Net Issue Exercise of the Warrant pursuant to the provisions of this
Section 1A;



 


		A	=	the Fair Market Value of one Exercise Share on the date of the Net Issue Exercise;



 


		B	=	the Exercise Price for one Exercise Share under this Warrant; and



 


		C	=	the number of Exercise Shares as to which this Warrant is being exercised pursuant to the provisions of this Section 1A.



 


If the foregoing calculation results in a
negative number, then no Exercise Shares shall be issued upon a Net Issue Exercise pursuant to this Section 1A.


 




    	- 2 -



    	 



    

 


(ii)         Delivery
of Stock Certificates and New Warrants. Duly executed certificates for Exercise Shares purchased upon exercise of this Warrant
will be delivered by the Company to the Purchaser within five (5) Business Days after the date of the Exercise Time. The issuance
of certificates for Exercise Shares will be made without charge to the Registered Holder or the Purchaser for any issuance tax
in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of
Common Stock. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company
will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which
have not expired or been exercised and will, within such five (5) Business Day period, deliver such new Warrant to the Person designated
for delivery in the Exercise Agreement.


 


(iii)        Deemed
Timing of Certain Events. The Exercise Shares will be deemed to have been issued to the Purchaser at the Exercise Time, and
the Purchaser will be deemed for all purposes to have become the record holder of such Exercise Shares at the Exercise Time.


 


(iv)        Valid
Issuance of Exercise Shares. Each Exercise Share issuable upon exercise of this Warrant will, upon exercise of this Warrant
in accordance with the terms hereof and payment of the Aggregate Exercise Price therefor in accordance with Section 1A(i)(d),
be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof, other than those arising
by virtue of any action taken by the Registered Holder or the failure of the Registered Holder to take any action required to be
taken by it.


 


(v)         Legends.
Unless the Exercise Shares issuable upon exercise of this Warrant have been registered under the Securities Act, each certificate
representing any such shares shall bear a legend substantially in the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE OR FOREIGN SECURITIES LAWS, AND NEITHER
THESE SECURITIES NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
(I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR (II) SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH
LAWS.”


 


(vi)        Books;
Par Value. The Company will maintain at its principal office, books for the registration of the Warrants and any transfer or
assignment thereof. The Company will not close its books against the transfer of this Warrant or of any Exercise Share in any manner
which interferes with the timely exercise of this Warrant. The Company will from time to time take all such action as may be necessary
to assure that the par value per share, if any, of the unissued Exercise Shares is at all times equal to or less than the Exercise
Price then in effect.


 


(vii)       Company
Cooperation and Government Filings. If the Registered Holder is required to make any governmental filings or obtain any governmental
approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings reasonably
required to be made by the Company), then the Company shall, at the Registered Holder’s expense, provide reasonable assistance,
as reasonably requested by the Registered Holder, in connection with such filings or approvals.


 




    	- 3 -



    	 



    

 


(viii)      Effective
Time of Exercise in Connection with Public Offering or Sale. Notwithstanding any other provision hereof, if an exercise of
any portion of this Warrant is to be made in connection with a Public Offering or Sale of the Company Transaction, the exercise
of any portion of this Warrant may, at the election of the Registered Holder, be conditioned upon the consummation of the Public
Offering or Sale of the Company Transaction in which case such exercise shall not be deemed to be effective until immediately prior
to the consummation of such transaction.


 


(ix)         Sufficient
Shares; No Violation; Registration in Certain Instances. The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, such number
of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that are issuable
shall, when issued in accordance with the terms of this Warrant, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges, other than those arising by virtue of any action taken by the Registered Holder or the failure
of the Registered Holder to take any action required to be taken by it. The Company shall take all such actions as may be reasonably
necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for
official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company will use
its commercially reasonable efforts to cause the Exercise Shares, immediately upon any exercise of this Warrant, to be listed on
any domestic securities exchange upon which shares of Common Stock, or other securities constituting Exercise Shares, are listed
at the time of such exercise, if any.


 


1B.           Exercise
Agreement. Upon any exercise of this Warrant, the Exercise Agreement will be substantially in the form set forth in Exhibit
I hereto (the “Exercise Agreement”), except that if the Exercise Shares are not to be issued in the name
of the Person in whose name this Warrant is registered, the Exercise Agreement will also state the name of the Person to whom the
certificates for the Exercise Shares are to be issued and will be accompanied by a properly executed Assignment (as required by
Section 5 hereof), and if the number of Exercise Shares to be issued does not include all the shares of Common Stock purchasable
hereunder, it will also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder
is to be delivered (and if such Person is other than the Person in whose name this Warrant is then registered, will be accompanied
by a properly executed Assignment (as required by Section 5 hereof)). Such Exercise Agreement will be dated the actual date
of execution thereof.


 


1C.           Payment
of Expenses and Taxes. The Company shall pay all expenses and taxes imposed by law or any governmental agency, including any
documentary stamp taxes, attributable to the issuance of Exercise Shares upon the exercise of the Warrant; provided, that nothing
in this Section 1C shall make the Company liable for any income taxes payable by the Registered Holder and associated
with the issuance of the Warrant or the exercise thereof.


 


Section 2.          Adjustment
of Number of Exercise Shares. The number of Exercise Shares in effect shall be subject to adjustment from time to time as provided
in this Section 2.


 




    	- 4 -



    	 



    

 


2A.           Subdivision
or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the number of Exercise
Shares in effect immediately prior to such subdivision will be proportionately increased and the Exercise Price proportionately
decreased (but not to less than the par value, if any, of such shares). If the Company at any time combines (by reverse stock split
or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the number of Exercise
Shares in effect immediately prior to such combination will be proportionately decreased and the Exercise Price proportionately
increased.


 


2B.           Reorganization,
Reclassification, Consolidation, Merger or Sale. Any (i) recapitalization or reorganization of the Company, (ii) reclassification
of the stock of the Company, (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially
all of the Company’s assets to another Person or (v) other transaction, which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, assets or other property with
respect to or in exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation
of any Organic Change, the Company will make appropriate provision to ensure that each Registered Holder of a Warrant will thereafter
have the right to acquire and receive in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore
acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities, assets or other property
(“Exchangeable Property”) as may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic
Change not taken place. In any such case, the Company will make appropriate provision with respect to such Registered Holders’
rights and interests to ensure that the provisions of this Warrant will thereafter be applicable to the Warrants (including, in
the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company,
an immediate adjustment of the Exercise Price in proportion to the Exchangeable Property receivable for each share of Common Stock
reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of Exercise
Shares). Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated
by the provisions of this Section 2B, each Registered Holder shall have the right to elect, prior to the consummation
of such event or transaction, to give effect to the exercise rights contained in Section 1 hereof instead of giving effect
to the provisions contained in this Section 2B with respect to this Warrant.


 


2C.           Legal
Impediments to Exercise Price Adjustments. If any adjustment to the Exercise Price required hereunder is not permitted by applicable
law (including without limitation, by reducing the Exercise Price below the par value, if any, of the shares of Common Stock),
then, unless the adjustment necessary shall be agreed upon by the Company and the Registered Holder, the Board shall appoint a
firm of independent certified public accountants of recognized standing, acceptable to the Registered Holder, which, at the Company’s
expense, shall render its written opinion on the necessary adjustment in the number of Exercise Shares purchasable upon exercise
of this Warrant, so as to preserve, without dilution, the exercise rights of the Registered Holder consistent with the standards
in this Section 2. Upon receipt of such opinion, the Board shall forthwith make the adjustments described therein.


 




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2D.           Certain
Other Actions Prohibited. The Company shall not by amendment of the Charter or its bylaws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the provisions of this Warrant but shall at all times in good faith assist in the carrying
out of all of the provisions of this Warrant and shall take all such action as the Registered Holder may reasonably request to
protect the exercise privilege of the Registered Holder against dilution. Without limiting the generality of the foregoing, the
Company (i) shall take all such actions as may be necessary or appropriate under state law in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all of the Warrants from time to time
outstanding and (ii) shall not take any action which results in (1) any adjustment of the total number of shares of Common
Stock or other securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares
of Common Stock then authorized by the Charter and available for the purpose of issuance upon such exercise or (2) any adjustment
of the Exercise Price to be less than the par value of the Common Stock.


 


2E.         Notices.


 


(i)          Adjustment
Notice and Certificate. As soon as practicable following any adjustment of the number of Exercise Shares, but in any event
not later than ten (10) Business Days thereafter, the Company will give written notice thereof to the Registered Holder, setting
forth in reasonable detail, and certifying the calculation of, such adjustment. Each such certification shall be signed by the
chief executive officer or chief financial officer of the Company and by the secretary or any assistant secretary of the Company.


 


(ii)         Exercise
Shares Notice and Certificate. As soon as practicable following the receipt by the Company of a written request by the Registered
Holder, but in any event not later than ten (10) Business Days thereafter, the Company will provide to the Registered Holder written
notice certifying the number of Exercise Shares or the amount, if any, of other shares of stock, securities or assets then issuable
upon exercise of the Warrant. Each such certification shall be signed by the chief executive officer or chief financial officer
of the Company and by the secretary or any assistant secretary of the Company.


 


(iii)        Notices
Regarding Books Closure, Dividends, Subscription Offers and Certain Voting Rights. The Company will give written notice to
the Registered Holder at least twenty (20) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Stock (including, without limitation with respect to any regular dividends
or liquidating distributions), (B) with respect to any issuance of Common Stock, preferred stock or Stock Equivalents covered by
Section 5, or (C) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.


 


(iv)        Notice
of Organic Change. The Company will give written notice to the Registered Holder at least twenty (20) days prior to the date
on which any Organic Change, dissolution or liquidation will take place. Such written notice shall include a reasonable description
of such Organic Change, the expected date of the consummation of such Organic Change, and the Fair Market Value payable, as well
as the number of Exercise Shares issuable upon exercise of the Warrant if issued upon a Net Issue Exercise pursuant to Section 1A
in connection with such Organic Change.


 




    	- 6 -



    	 



    

 


(v)         Notice
of Certain Corporate Action. Without prejudice to the foregoing, the Registered Holder shall be entitled to the same rights
to receive notice of all other corporate action as any holder of Common Stock.


 


2F.           Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Common Stock, preferred stock or Stock Equivalents or (B) to subscribe for or purchase Common
Stock, preferred stock or Stock Equivalents, then such record date will be deemed to be the date of the issuance or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


 


Section 3.          Reserved.


 


Section 4.          No
Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder thereof to any voting rights or other rights
of a stockholder of the Company, except as otherwise set forth herein. No provision hereof, in the absence of affirmative action
by the Registered Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Registered Holder
shall give rise to any liability of such Registered Holder for the Exercise Price of the Exercise Shares acquirable by exercise
hereof or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


Section 5.          Purchase
Rights. If at any time after the Date of Issuance the Company grants, issues or sells any shares of Common Stock or other Stock
Equivalents offered, in general, on a pro rata basis to the holders of the Common Stock (the “Purchase Rights”),
then the Registered Holder shall be entitled to acquire, upon the same terms applicable to such Purchase Rights, the aggregate
pro-rata Purchase Rights which such Holder could have acquired if such Holder had held the number of Exercise Shares acquirable
upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the Common Stock or Stock Equivalents are granted, issued
or sold. In the event of any such offering, the Company shall give notice (the “Offer Notice”) to each Registered
Holder, stating (i) its bona fide intention to offer such Common Stock or other Stock Equivalents, (ii) the number of such securities
to be offered, and (iii) the price and terms upon which it proposes to offer such securities. By notification to the Company within
fifteen (15) days after the Offer Notice is given, each Registered Holder may elect to purchase or otherwise acquire, at the price
and on the terms specified in the Offer Notice, up to the aggregate pro-rata Purchase Rights as described above.


 




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Section 6.          Warrant
Transferable. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder
(including the Exercise Shares) are transferable, in whole or in part, without charge to the Registered Holder, upon surrender
of this Warrant (or certificate for Exercise Shares) with a properly executed Assignment at the principal office of the Company.
Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant or Warrants (or shares) in the
name of the assignee or assignees and in denominations specified in such instrument of assignment, and shall issue to the assignor
a new Warrant (or shares) to evidence the portion of this Warrant (or shares), if any, not so assigned, and this Warrant (or shares)
shall promptly be cancelled. Without limiting the generality of the foregoing, upon a Sale of the Company Transaction structured
as a sale of the capital stock of the Company (whether by direct sale, merger or otherwise), in lieu of any exercise hereof and
sale of the underlying Exercise Shares, the Registered Holder shall have the right to transfer and sell this Warrant to one or
more third party purchasers for the purchase price otherwise payable by such Persons for Common Stock in such transaction less
the Aggregate Exercise Price.


 


Section 7.          Warrant
Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder,
and each of such new Warrants will represent such portion of such rights as is designated by the Registered Holder at the time
of such surrender. The date the Company initially issues this Warrant will be deemed to be the “Date of Issuance”
hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented
by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the “Warrants.”


 


Section 8.          Replacement.
Upon receipt of evidence reasonably satisfactory to the Company (including at the request of the Company an affidavit of the Registered
Holder) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant or, in the case
of any such mutilation upon surrender of such certificate to the Company, the Company will (at the Registered Holder’s expense)
execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.


 


Section
9.          Registration Rights.


 


9A.           Grant.
Subject to Section 9B, in the event the Company, at any time prior to the Expiration Date, proposes to file on behalf
of any shareholder a registration statement under the Securities Act on any form (other than a registration statement on Form S-4
or S-8) (“Registration Statement”) for shares held by any such shareholder, the Company shall offer to include
in such registration statement the Exercise Shares of each Registered Holder (whether issued or issuable under the Warrants) at
the Company’s expense. Such Exercise Shares shall be registered, along with such other shares, on a pro rata basis on terms
customary for a transaction of this type and nature.


 


9B.           Underwritten
Offerings. In connection with any Registration Statement involving an underwritten offering of shares of the Company’s
Common Stock, the Company shall not be required to include any of the Registered Holder’s Exercise Shares in such underwriting
or Registration Statement unless the Registered Holder accepts the terms of the underwriting as agreed upon between the Company
and its underwriters, and then only in such quantity as the underwriter in its sole discretion determines will not jeopardize the
success of the offering by the Company. The Registered Holder understands that the underwriter may determine that none of the Exercise
Shares can be included in the offering.


 




    	- 8 -



    	 



    

 


9C.           Lock-Up.
The Registered Holder agrees that, upon receipt of a written notice from the underwriter provided pursuant to this Section 9C,
the Registered Holder shall refrain from selling any Exercise Shares registered pursuant to Section 9B for a period of 180 days
after effectiveness of the Registration Statement. The foregoing provisions of this Section 9C shall shall be applicable
to the Registered Holders only if (i) all officers and directors and (ii) all stockholders individually owning more than 5% of
the Company’s outstanding Common Stock are subject to the same restrictions. Any discretionary waiver or termination of the
restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders subject to
such agreements, based on the number of shares subject to such agreements.


 


9D.           Termination
of Registration Rights. The registration rights granted under this Section 9 shall not be effective at any time when Rule 144,
promulgated under the Securities Act, is available for resale of all of the Exercise Shares issuable pursuant to the Net Issue
Exercise provision of Section 1D without limitation during a three-month period and without registration.


 


Section 10.         Notices.
Except as otherwise expressly provided herein, all notices, demands or other communications to be given or delivered under or by
reason of the provisions of this Warrant shall be in writing and shall be deemed to have been received: (a) when delivered personally
to the recipient, (b) one (1) day after sent to the recipient by reputable overnight courier service (charges prepaid), (c) three
(3) days after mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) upon
confirmation of transmittal by facsimile. Such notices, demands and other communications shall be addressed (x) in the case of
the Registered Holder, to its address as set forth in the books and records of the Company or, if different, as is designated in
writing from time to time by such Registered Holder, (y) in the case of the Company, to its principal office, and (z) in the case
of any registered assignee of this Warrant or its registered assignee, to such assignee at its address as designated in writing
by such assignee to the Company from time to time.


 


Section 11.         Amendment
and Waiver. Except as otherwise provided herein, the provisions of this Warrant may not be amended or waived and the Company
may not take any action herein prohibited, or omit to perform any act herein required to be performed by it, unless the Company
has obtained the written consent of the Registered Holders of Warrants representing a majority of the Exercise Shares issuable
upon exercise of the Warrants; provided that (except as otherwise provided herein) no such action may change the Exercise Price
of any Warrants or the number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of
the Registered Holder of such Warrant. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, and no failure to exercise, or delay in exercising, any rights,
remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.


 




    	- 9 -



    	 



    

 


Section 12.         Survival
of Warrant Terms. The provisions contained in Section 5 through Section 14, inclusive, shall all survive the
exercise of the Warrant for so long as any of the Warrants or the Exercise Shares are outstanding.


 


Section 13.         Descriptive
Headings; Governing Law. The descriptive headings of the several Sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The construction, validity and interpretation of this Warrant will be governed
by the internal law, and not the conflicts law, of the State of New York.


 


Section 14.         Definitions.
The following terms have meanings set forth below:


 


“Affiliates”
shall have the meaning ascribed to such term in the Credit Agreement.


 


“Aggregate
Exercise Price” shall have the meaning set forth in Section 1A(i)(d) hereof.


 


“Appraised
Value” means, with respect to a share of Common Stock and any other property, the fair value of such other property,
as determined by an appraisal performed at the expense of the Company by an Approved Appraiser, and whose determination will be
final and binding on the Company and the Registered Holder; provided, that such Approved Appraiser shall be directed to
determine the value of such securities or other property as soon as practicable, but in no event later than thirty (30) days from
the date of its selection, and for such purposes, such valuation shall be without discount for limitations on voting rights, minority
interests, illiquidity or restrictions on transfer and all rights, options and warrants to subscribe for or purchase, and other
securities convertible into or exchangeable for, Common Stock shall be deemed to be exercised, exchanged.


 


“Approved Appraiser”
shall mean a mutually acceptable investment banking or valuation firm, as determined by the Company and the Registered Holders
holding Warrants exercisable for at least a majority of the Exercise Shares issuable upon the exercise of all then outstanding
Warrants.


 


“Assignment”
shall have the meaning set forth in Section 1A(i)(c) hereof.


 


“Board”
shall mean the Company’s Board of Directors.


 


“Business Day”
shall have the meaning ascribed to such term in the Credit Agreement.


 


“Charter”
shall mean the Company’s Certificate of Incorporation as filed with the Secretary of State of the State of Delaware, as the
same may be from time to time amended.


 


“Closing Date”
shall have the meaning ascribed to such term in the Credit Agreement.


 


“Common Stock”
shall mean the common voting stock described in Article Fourth of the Charter, together with any capital stock into which such
common voting stock shall have been converted, exchanged or reclassified following the date hereof.


 


“Company”
shall have the meaning set forth in the preamble to this Warrant.


 




    	- 10 -



    	 



    

 


“Credit Agreement”
shall mean the Credit Agreement dated as of July 30, 2014, among the Company, as Borrower, SWK, as Agent, Sole Lead Arranger and
Sole Bookrunner, and the financial institutions party hereto from time to time, as Lenders.


 


“Date of Issuance”
shall have the meaning set forth in Section 7 hereof.


 


“Exchangeable
Property” shall have the meaning set forth in Section 2B hereof.


 


“Exercise Agreement”
shall have the meaning set forth in Section 1B hereof.


 


“Exercise Period”
shall have the meaning set forth in Section 1A hereof.


 


“Exercise Price”
shall have the meaning set forth in the preamble to this Warrant.


 


“Exercise Shares”
shall have the meaning set forth in the preamble to this Warrant.


 


“Exercise Time”
shall have the meaning set forth in Section 1A(i) hereof.


 


“Expiration
Date” means [___________]4.


 


“Fair Market
Value” means, (a) with respect to a share of Common Stock, (i) if determined in connection with a Sale of the
Company Transaction, the amount payable in respect of one share of Common Stock upon consummation thereof, (ii) otherwise,
if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value thereof
and (b) with respect to any other property, (i) the fair value thereof determined jointly by the Company and the Registered
Holder, and (ii) if such parties are unable to reach agreement within ten (10) days, the Appraised Value thereof.


 


“Market Price”
means (A) if at any time the Common Stock is listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the average of the closing prices of such security’s sales on all securities exchanges on which such security may
at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security
is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged
over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine
(29) consecutive Business Days prior to such day, or (B) if at any time such security is not listed on any securities exchange
or quoted in the NASDAQ System or the over-the-counter market, the fair value thereof determined jointly by the Company and the
Registered Holder (and if such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed
not to be available).


 





 



4 The Expiration
Date shall be date six years after the Subsequent Closing Date.


 




    	- 11 -



    	 



    

 


“Net Issue
Exercise” shall have the meaning set forth in Section 1A(i)(d) hereof.


 


“Offer Notice”
shall have the meaning set forth in Section 5 hereof.


 


“Organic Change”
shall have the meaning set forth in Section 2B hereof.


 


“Person”
shall have the meaning ascribed to such term in the Credit Agreement.


 


“Public Offering”
shall mean a registered “public offering” of the Company’s Common Stock or other equity under the Securities
Act.


 


“Purchaser”
shall have the meaning set forth in Section 1A(i)(a) hereof.


 


“Purchase Rights”
shall have the meaning set forth in Section 5 hereof.


 


“Registered
Holder” shall have the meaning set forth in the preamble to this Warrant.


 


“Sale of the
Company Transaction” shall mean any transaction in which the Company’s shareholders immediately prior to such transaction
(or series of related transactions) no longer hold at least a majority of the Company’s Common Stock after the consummation
of such transaction.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated
thereunder as in effect at the relevant time.


 


“Stock Equivalent”
means any security, option, warrant, right or claim exercisable into, exchangeable for, convertible to or redeemable for shares
of Common Stock or the economic equivalent value of shares of Common Stock (including, by way of illustration, preferred stock
and stock appreciation rights), provided however, that the term Stock Equivalent shall not include any award granted pursuant to
an equity incentive plan duly adopted by the Board of Directors of the Company, whether such award was granted before, or is granted
after, the Date of Issuance, or any options, warrants or convertible securities, or shares of capital stock issued upon the exercise
or conversion of any such options, warrants or convertible securities, that are outstanding prior to the Date of Issuance.


 


“SWK”
shall have the meaning set forth in the preamble to this Warrant.


 


“Warrants”
shall mean this Warrant and all warrants issued upon replacement or transfer of this Warrant in accordance with the terms of this
Warrant and all warrants issued upon exchange for different denominations hereof in accordance with the terms of this Warrant.


 


*       *        *       *        *


 




    	- 12 -



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed and attested by its duly authorized officer under its corporate seal and to be
dated the Date of Issuance hereof.


 


	 	RESPONSE GENETICS, INC.
	 	 	 
	 	By:	 
	 	 	Name: Thomas A. Bologna
	 	 	Title: Chief Executive Officer


 


[Signature
Page  to Warrant]


 




    	 



    	 



    

 


Acknowledged, accepted and agreed,


 


	SWK funding llc	 
	 	 	 
	By:	 	 
	 	Name: Winston Black	 
	 	Title: Managing Director	 


 


[Signature
Page to  Warrant]


 




    	 



    	 



    

  


EXHIBIT I


 


EXERCISE AGREEMENT


 


To:


 


Dated:


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (Certificate No. ____), hereby agrees to subscribe for the purchase of           
shares of the Common Stock covered by such Warrant and makes payment herewith in full therefor at the price per share provided
by such Warrant. This subscription shall be effective on the date the Company has received this Exercise Agreement and the other
items required under Section 1A(i) of the Warrant.


 


 ̈      Check
Box for Net Issue Exercise


 


	 	Signature	 
	 	 	 
	 	Address	 


 


Exhibit
I to Warrant


 




    	 



    	 



    

 


EXHIBIT II


 


ASSIGNMENT


 


FOR VALUE RECEIVED,
____________________ hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant (Certificate
No. ____) with respect to the number of shares of the Common Stock covered thereby set forth below, unto:


 


	Names of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	 	Signature	 
	 	 	Name:
	 	 	Title:


 





Exhibit II to  Warrant