Exhibit 10.1


 


LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”)
dated as of November 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability
company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral
agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise
a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively,
the “Lenders”), and ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San
Francisco, California 94103 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and
Borrower shall repay the Lenders. The parties agree as follows:


 


		1.	ACCOUNTING AND OTHER TERMS



 


1.1  Accounting
terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in
accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13.
All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent
such terms are defined therein. All references to “Dollars” or “$” are United States Dollars,
unless otherwise noted.


 


		2.	LOANS AND TERMS OF PAYMENT



 


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


 


2.2  Term
Loans.


 


(a)   Availability.


 


(i) Subject to the terms
and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective
Date in an aggregate amount of Three Million Dollars ($3,000,000.00) according to each Lender’s Term A Loan Commitment as
set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”,
and collectively as the “Term A Loans”). After repayment, no Term A Loan may be re-borrowed.


 


(ii) Subject to the
terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to make term
loans to Borrower in an aggregate amount up to Two Million Dollars ($2,000,000.00) according to each Lender’s Term B Loan
Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B
Loan”, and collectively as the “Term B Loans”). After repayment, no Term B Loan may be re-borrowed.


 


(iii) Subject to the
terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Third Draw Period, to make term
loans to Borrower in an aggregate amount up to Five Million Dollars ($5,000,000.00) according to each Lender’s Term C Loan
Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term C
Loan”, and collectively as the “Term C Loans”; each Term A Loan, Term B Loan or Term C Loan is hereinafter
referred to singly as a “Term Loan” and the Term A Loans, Term B Loans and the Term C Loans are hereinafter
referred to collectively as the “Term Loans”). After repayment, no Term C Loan may be re-borrowed.


 


(b) Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of
each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately
preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest
payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing
on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly
payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent
(which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan,
(2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (i) thirty-six (36)
months if the Equity Event does not occur, or (ii) thirty (30) months if the Equity Event does occur. All unpaid principal and
accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may
only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 




     


     


    

 


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


 


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


 


2.3  Payment
of Interest on the Credit Extensions.


 


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


 


(b) Default Rate.
Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a per annum
floating rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default
Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies
of Collateral Agent.


 


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


 


(d) Debit of Accounts.
Collateral Agent and each Lender may debit (or ACH), first the Designated Deposit Account, and second, any other deposit accounts
maintained by Borrower or any of its Subsidiaries, for principal and interest payments or any other amounts Borrower owes the Lenders
under the Loan Documents when due. Any such debits (or ACH activity) shall not constitute a set-off. Without limiting the foregoing,
Collateral Agent and each Lender shall use commercially reasonably efforts to provide prior notification to the Borrower for the
reasons, and amounts thereof, of debiting of any amounts (other than principal and interest payments) debited from Borrower’s
deposit accounts in respect of this Agreement; provided, however, failure to provide such notice shall not be considered a breach
of any provision hereof by Collateral Agent or any Lender.


 




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(e) Payments.
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective
Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein.
Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest
received after 2:00 p.m. Eastern time are considered received at the opening of business on the next Business Day (unless such
payments are received after 2:00 p.m. Eastern time as a result of any Lender debiting Borrower’s account after 2:00 p.m.
Eastern time, in which case such payments are considered received the date such payment was due). When a payment is due on a day
that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue
to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal
and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim,
in lawful money of the United States and in immediately available funds.


 


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


 


2.5  Fees. Borrower
shall pay to Collateral Agent:


 


(a) Facility Fee.   A
fully earned, non-refundable facility fee of Fifty Thousand Dollars ($50,000.00) to be shared between the Lenders pursuant to their
respective Commitment Percentages payable on the Effective Date;


 


(b) Good Faith
Deposit. An amount of Thirty Thousand Dollars ($30,000.00) as good faith deposit from Borrower (which Collateral Agent acknowledges
was received on or about October 5, 2015) and shall be applied towards the facility fee payable under Section 2.5(a) on the Effective
Date.


 


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


 


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


 


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


 




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2.6 Withholding.
Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental
authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any
Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction
from any such payment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from
Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that,
after the making of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have
received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant
Governmental Authority; provided, that a Lender that shall have become a Lender pursuant to a Lender Transfer shall be entitled
to receive only such additional amounts as such Lender’s assignor would have been entitled to receive pursuant to this Section
2.6. Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower
has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity
of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is
bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive
the termination of this Agreement.


 


		3.	CONDITIONS OF LOANS



 


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


 


(a) original Loan
Documents, each duly executed by Borrower and each Subsidiary, as applicable;


 


(b) duly executed
original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries;


 


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


 


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


 


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


 


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


 


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


 


(h) certified copies,
dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent
shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such
financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be
terminated or released;


 


(i) a landlord’s
consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations
where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00)
or its books or records;


 




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(j) a bailee waiver
executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral
having a book value in excess of One Hundred Thousand Dollars ($100,000.00);


 


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


 


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


 


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


 


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


 


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


 


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


 


(b) the representations
and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement
Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit
Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties
in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date;


 


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


 


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


 


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


 


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


 




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3.4 Procedures for
Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this
Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile,
or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date the Term Loan is to be made. Together with any
such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a
completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on any telephone notice
given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall
credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment.


 


		4.	CREATION OF SECURITY INTEREST



 


4.1 Grant of Security
Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance
in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit
of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products
thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue
to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the
terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as
defined in the Code) with an anticipated value in excess of $25,000, Borrower, shall promptly notify Collateral Agent in a writing
signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent)
and grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds
thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral
Agent.


 


If this Agreement is
terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full
in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and any other obligations which,
by their terms, are to survive the termination of this Agreement) and at such time as the Lenders’ obligation to make Credit
Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, (i) release its Liens in the Collateral
and all rights therein shall revert to Borrower, (ii) execute and deliver to Borrower all documents that Borrower reasonably requests
to evidence the release of the security interest in the Collateral and (iii) deliver to Borrower any stock certificates and other
Collateral in Collateral Agent’s possession.


 


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


 


		5.	REPRESENTATIONS AND WARRANTIES



 


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


 


5.1 Due Organization,
Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered
Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed
to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property
requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change.
In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection
certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively,
the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’
exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document
to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction
set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s
and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none;
(d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or,
if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if
different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors)
have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational
number assigned by its jurisdiction; and (f) all other information (other than amounts on deposit in deposit, investment, payroll
or securities accounts) set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate
and complete in all material respects (it being understood and agreed that Borrower and each of its Subsidiaries may from time
to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after
the Effective Date pursuant to Section 6.2(b) and such Perfection Certificates shall be deemed updated as of the first day of such
month corresponding to the Compliance Certificate delivered); such updated Perfection Certificates subject to the review and approval
of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower
shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification
number within five (5) Business Days of receiving such organizational identification number.


 




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


 


5.2 Collateral.


 


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


 


(b) On the Effective
Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee
(such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand
Dollars ($100,000.00). None of the components of the Collateral (other than locations where Collateral is held solely for, or in
transition to or from, a clinical study for research and development purposes) are maintained at locations other than as disclosed
in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.


 


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


 


(d) Borrower and each
of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens
other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party
to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the
licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s
or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a
default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral.
Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries
entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other
than over-the-counter software that is commercially available to the public).


 


 




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5.3 Litigation. Except
as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no actions, suits, investigations,
or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of
its Subsidiaries involving more than One Hundred Fifty Thousand Dollars ($150,000.00).


 


5.4 No Material Deterioration
in Financial Condition; Financial Statements. All consolidated financial statements for Borrower and its Subsidiaries, delivered
to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower
and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries, subject, in the case of interim
financial statements, to normal year audit adjustments and absence of footnotes. There has not been any material deterioration
(excluding, for the avoidance of doubt, operating losses in the ordinary course of business that are consistent with the then applicable
Annual Projections) in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent
financial statements submitted to any Lender.


 


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


 


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


 


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


 


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


 




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5.8 Tax Returns and
Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports,
and Borrower and each of its Subsidiaries, has timely paid all foreign and federal taxes, assessments, deposits and contributions
(and all material state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all
jurisdictions in which Borrower or any such Subsidiary is subject to state and local taxes, assessments, deposits and contributions
in an aggregate amount of $50,000 or more for Borrower and all Subsidiaries together), unless such taxes are being contested in
accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided
that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly
and diligently instituted and conducted, (b) if such contested amount is in excess of $50,000, notifies Collateral Agent in writing
of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required
to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other
than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments
proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes
becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary
to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower
nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or
permitted the occurrence of any other event with respect to, any such plan, in each case, which could reasonably be expected to
result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation
or its successors or any other Governmental Authority.


 


5.9 Use of Proceeds.
Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements
in accordance with the provisions of this Agreement (including, without limitation, for Permitted Investments), and not for personal,
family, household or agricultural purposes.


 


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


 


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


 


		6.	AFFIRMATIVE COVENANTS



 


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


 


6.1 Government Compliance.


 


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


 


(b) Obtain and keep
in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries
of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent
for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly (but in any event on or prior to the
next Monthly Reporting Date) provide notice to Collateral Agent of any material Governmental Approvals obtained by Borrower or
any of its Subsidiaries and if requested by Collateral Agent, also provide copies of such Governmental Approvals.


 




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6.2  Financial
Statements, Reports, Certificates.


 


(a)   Deliver
to each Lender:


 


(i) as soon as available,
but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance
sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such
month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;


 


(ii) as soon as available,
but no later than (x) September 30th of the calendar year occurring after the last day of Borrower’s fiscal year or (y) if
Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, one hundred twenty
(120) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated
financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than any “going
concern” or like qualification or exception solely in connection with the need to raise equity) on the financial statements
from BDO USA, LLP or another independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion
(provided, however, Borrower must also deliver to each Lender such financial statements for its fiscal year ended December 31,
2014, on or before November 30, 2015);


 


(iii) as soon as available
after approval thereof by Borrower’s Board of Directors, but no later than sixty (60) days after the last day of each of
Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by
Borrower’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month format (such
annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual
Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors
shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval);


 


(iv) within five (5)
days of delivery, copies of all statements, reports and notices regarding substantive matters made available to Borrower’s
security holders or holders of Subordinated Debt in their capacity as security holders or holders of Subordinated Debt, respectively;


 


(v) in the event that
Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days
of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission,


 


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


 


(vii) prompt notice
of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;


 


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


 


(ix) other information
as reasonably requested by Collateral Agent or any Lender, in good faith.


 




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Notwithstanding the foregoing, documents
required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which
Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website
address.


 


(b) Concurrently with
the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last
day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer, which such
Compliance Certificate shall include any updates necessary to cause the information in the existing Perfection Certificates to
be true and correct in all material respects (and such existing Perfection Certificates shall be deemed amended by delivery of
such Compliance Certificate upon review and approval by Collateral Agent of such updates to such information for the purpose of
incorporation in the Perfection Certificates). Notwithstanding anything herein to the contrary, upon the reasonable request of
Collateral Agent, Borrower shall promptly provide a revised and updated Perfection Certificate the information wherein shall be
then current and which shall be subject to review and approval of Collateral Agent.


 


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


 


6.3 Inventory; Returns.
Keep all Inventory in good and marketable condition, free from material defects. Borrower must promptly notify (but in any
event on or prior to the next Monthly Reporting Date) Collateral Agent and the Lenders of all returns, recoveries, disputes and
claims that involve more than One Hundred Thousand Dollars ($100,000.00) individually or in the aggregate to any one or related
Account Debtors in any calendar year.


 


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


 


6.5 Insurance. Keep
Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies
in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance
policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders (it
being agreed that all insurance policies of the Borrower that are in effect as of the Effective Date are satisfactory to Collateral
Agent and Lenders as of the Effective Date). All property policies shall have a lender’s loss payable endorsement showing
Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all liability policies shall show, or
have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or
additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any
such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to
the Collateral Agent, that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies
shall be materially altered or canceled (except for ten (10) days prior written notice in the case of cancellation due to non-payment
of premiums). At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium
payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the
ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default
has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred
Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00),
in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged
property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired
Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and
(b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall,
at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations.
If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish
any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or
part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Collateral
Agent or such Lender deems prudent.


 




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6.6  Operating
Accounts.


 


(a) Maintain all of
Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor
of Collateral Agent.


 


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


 


(c) Neither Borrower
nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections
6.6(a) and (b).


 


6.7 Protection of
Intellectual Property Rights. Borrower shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity
and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent
in writing of material infringement by a third party of its Intellectual Property, which is material to the Borrower’s business;
and (c) not allow any Intellectual Property material to Borrower’s business, to be abandoned, forfeited or dedicated to the
public without Collateral Agent’s prior written consent.


 


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


 


6.9 Notices of Litigation
and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders, upon obtaining knowledge, of any
litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could
reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars
($150,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting
any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming
aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute
an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice
shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of
time, or both, would constitute an Event of Default.


 


6.10 Intentionally
Omitted.


 




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6.11 Landlord Waivers;
Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices
or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the
Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first notify Collateral Agent
and, in the event that the Collateral at any new location is valued in excess of One Hundred Thousand ($100,000.00) in the aggregate
or includes any books or records of Borrower or any of its Subsidiaries, such bailee or landlord, as applicable, must execute and
deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent on
or prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as
the case may be.


 


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


 


6.13 Further Assurances.


 


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


 


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


 


		7.	NEGATIVE COVENANTS



 


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


 


7.1 Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any
of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary
course of business; (b) of worn out, damaged, surplus or obsolete Equipment; (c) in connection with Permitted Liens, Permitted
Investments, Permitted Licenses, transactions permitted by Section 7.3 and transactions permitted by Section 7.7(a); (d) of Accounts
in connection with the compromise, settlement or collection thereof in the ordinary course of business (and not as part of a bulk
sale or receivables financing), provided, however, the aggregate value of such Accounts during any given fiscal year shall not
exceed $100,000; (e) resulting from any casualty or other damage to, or any taking under power of eminent domain or by condemnation
or similar proceedings, the aggregate value of which shall not exceed $100,000; and (f) not otherwise permitted in this Section
7.1, the aggregate value of which shall not exceed $100,000 in the aggregate in any fiscal year, provided, however such disposition
shall not be of Intellectual Property or any licenses to Intellectual Property.


 


7.2 Changes in Business,
Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other
than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or
(c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided
to Collateral Agent within 5 days of such change, or (ii) consummate any transaction or series of related transactions in which
the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine
percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions
(other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to
venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing
of the transaction). Borrower shall not, without at least fifteen (15) days’ prior written notice to Collateral Agent (which
such notice shall be deemed to amend the Perfection Certificates as applicable upon review and approval of Collateral Agent): (A)
add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than
One Hundred Thousand Dollars ($100,000.00) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction
of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational number
(if any) assigned by its jurisdiction of organization.


 




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7.3 Mergers or Acquisitions.
Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit
any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person. A Subsidiary
may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co-Borrower” hereunder or
has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the
surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom. Without
limiting the foregoing, Borrower shall not, without Collateral Agent’s prior written consent, enter into any binding contractual
arrangement with any Person to attempt to facilitate a merger or acquisition of Borrower, unless (i) no Event of Default exists
when such agreement is entered into by Borrower, (ii) such agreement does not give such Person the right to claim any fees, payments
or damages from Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000) and (iii) Borrower notifies Collateral Agent
within five (5) days of entering into such an agreement.


 


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


 


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


 


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


 


7.7 Distributions;
Investments. a) Pay any dividends or make any distribution or payment in respect of or redeem, retire or purchase any capital
stock (other than dividends, distributions or payments (i) payable solely in capital stock, or (ii) repurchases pursuant to the
terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant
stock option plans, or similar plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00)
in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than Permitted Investments, or permit
any of its Subsidiaries to do so.


 


7.8 Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower
or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s
business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an
arm’s length transaction with a non-affiliated Person, (b) Subordinated Debt or equity investments by Borrower’s investors
in Borrower or its Subsidiaries and (c) transactions that are explicitly allowed hereunder to be entered into with Affiliates.


 




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


 


7.10 Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment
Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock
(as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension
for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction,
as defined in ERISA, to occur that results in a liability or penalties in excess of $10,000 in the aggregate or otherwise could
reasonably be expected to have a Material Adverse Change; fail to comply in all material respects with the Federal Fair Labor Standards
Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or
permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or
complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred
compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including
any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.


 


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


 


		8.	EVENTS OF DEFAULT



 


Any one of the following
shall constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1 Payment Default.
Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date; provided that no default
shall have been deemed to occur as a result of any Lender neglecting to debit or deliberately not debiting Borrower’s account
as provided in Section 2.3(d), or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and
payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration
pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default
(but no Credit Extension will be made during the cure period);


 




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8.2  Covenant
Default.


 


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


 


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


 


8.3  Material
Adverse Change. A Material Adverse Change occurs;


 


8.4  Attachment;
Levy; Restraint on Business.


 


(a) (i) The service
of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any entity
under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution
at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed
against Borrower or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses
(i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting
of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and


 


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


 


8.5 Insolvency. (a)
Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding;
or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five
(45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding
is dismissed);


 


8.6 Other Agreements.
There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting
in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness owed by Borrower
or such Subsidiary in an amount in excess of One Hundred Fifty Thousand Dollars ($150,000.00) or that could reasonably be expected
to have a Material Adverse Change;


 


8.7 Judgments. One
or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One
Hundred Fifty Thousand Dollars ($150,000.00) (not covered by independent third-party insurance as to which liability has been accepted
by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated,
or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the
satisfaction, vacation, or stay of such judgment, order or decree);


 




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


 


8.9 Subordinated
Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower
or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the
Lenders resulting in a right, or will result in a right with the passage of time, by such creditor, whether or not exercised, to
accelerate the maturity of any Indebtedness owed by Borrower or such Subsidiary to such creditor (provided, however, that if such
default or breach will not result in such a right, Borrower must promptly notify Collateral Agent of such default or breach and
promptly remedy it), or any such creditor that has signed such an subordination, intercreditor, or other similar agreement with
Collateral Agent or the Lenders breaches any terms of such agreement;


 


8.10 Reserved;


 


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


 


8.12 Lien Priority.
Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any
of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted
to have priority in accordance with the terms of this Agreement.


 


		9.	RIGHTS AND REMEDIES



 


9.1   Rights
and Remedies.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


(ii) make any payments
and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral.
Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably
designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the
Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and
pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge,
to exercise any of Collateral Agent’s rights or remedies;


 


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


 


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


 


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


 


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


 


(vii) subject to clauses
9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents or at law
or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


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


 




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


 


9.3 Protective Payments.
If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon
or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other
Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are
Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral
Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such
payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed
an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default.


 


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


 




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9.5 Liability for
Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping
of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders
shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person, other
than any loss, damage or diminution in value due to the gross negligence or willful misconduct of the Collateral Agent or any Lender.
Borrower bears all risk of loss, damage or destruction of the Collateral other than as set forth in the preceding sentence.


 


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


 


9.7 Demand Waiver.
Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments,
chattel paper, and guarantees held by Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.


 


		10.	NOTICES



 


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


 


	If to Borrower:	ADYNXX, INC.
	 	731 Market Street
	 	Suite 420
	 	San Francisco, California

 94103
	 	Attn: Rick Orr, CEO
	 	Fax: (415) 512-7740
	 	Email: rorr@adynxx.com
	 	 
	with a copy (which	Hogan Lovells US LLP
	shall not constitute	4085 Campbell Ave.
	notice) to:	Suite 100
	 	Menlo Park, California 

94025
	 	Attn: Laura A. Berezin    
	 	Fax: (650) 463-4199    
	 	Email: laura.berezin@hoganlovells.com  


 




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	If to Collateral Agent:	OXFORD FINANCE LLC    
	 	133 North Fairfax Street    
	 	Alexandria, Virginia

 22314    
	 	Attention: Legal Department    
	 	Fax: (703) 519-5225    
	 	Email: LegalDepartment@oxfordfinance.com  
	 	 
	with a copy (which	Greenberg Traurig, LLP    
	shall not constitute	One International Place    
	notice) to:	Boston, MA 02110    
	 	Attn: Jonathan Bell    
	 	Fax: (617) 310-6001    
	 	Email: bellj@gtlaw.com    


 


		11.	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER, AND JUDICIAL
REFERENCE



 


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


 


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


 


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


 




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		12.	GENERAL PROVISIONS



 


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


 


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


 




    	22



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	23



     


    

 


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


 


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


 


(c) This Agreement
and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.
All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter
of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.


 


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


 


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


 


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


 




    	24



     


    

 


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


 


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


 


		13.	DEFINITIONS



 


13.1 Definitions.
As used in this Agreement, the following terms have the following meanings: “Account” is any “account”
as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts
receivable and other sums owing to Borrower.


 


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


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by
or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and,
for any Person that is a limited liability company, that Person’s managers and members.


 


“Agreement”
is defined in the preamble hereof.


 


“Amortization
Date” is, (i) December 1, 2016, if the Equity Event does not occur or (ii) June 1, 2017, if the Equity Event does occur.


 


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


 


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


 




    	25



     


    

 


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


 


“Approved Lender”
is defined in Section 12.1.


 


“Basic Rate”
is, as determined by Collateral Agent, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal
to the sum of (i) Seven and six hundredths percent (7.06%) and (ii) the greater of (a) the thirty (30) day U.S. Dollar LIBOR rate
reported in the Wall Street Journal on the date occurring on the last Business Day of the month that immediately precedes
the month in which the interest will accrue, and (b) nineteen hundredths percent (0.19%).


 


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


 


“Borrower”
is defined in the preamble hereof.


 


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


 


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


 


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


 


“Claims”
are defined in Section 12.2.


 


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


 




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“Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral
Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Borrower
or any Subsidiary at any time, other than Excluded Accounts.


 


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


 


“Comerica Letter
of Credit” is the letter of credit issued by Comerica Bank for the benefit of Borrower as a security deposit for the
Borrower’s location at 731 Market Street, Suite 420, San Francisco, California 94103, and any replacements, extensions, amendments
and other modifications thereto.


 


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


 


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


 


“Communication”
is defined in Section 10.


 


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


 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed,
co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations
for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity
swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against
fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include
endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability
for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee
or other support arrangement.


 


“Control Agreement”
is any control agreement entered into among the depository institution at which Borrower or any of its Subsidiaries maintains a
Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains
a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent
obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account,
or Commodity Account.


 


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


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


 


“Default Rate”
is defined in Section 2.3(b).


 




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


 


“Designated
Deposit Account” is the Deposit Account designated by the Borrower as the Designated Deposit Account in writing to the
Collateral Agent.


 


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


 


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


 


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


 


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


 


“Equipment”
is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without
limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


“Equity Event”
is the receipt by Borrower on or after the Effective Date of unrestricted net cash proceeds of not less than Forty Million Dollars
($40,000,000.00) from the issuance and sale by Borrower of its equity securities, on or before March 31, 2016 and the receipt of
evidence thereof by Collateral Agent on or before such date, which evidence must be reasonably acceptable to Collateral Agent.


 


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


 


“Event of Default”
is defined in Section 8.


 


“Excluded Accounts”
means any (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as
such in the Perfection Certificates and (b) that certain certificate of deposit (or any replacement thereof) held with Comerica
Bank and identified to Collateral Agent by Borrower in the Perfection Certificates securing the Comerica Letter of Credit.


 




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


 


“Final Payment
Percentage” is Four and twenty-five hundredths percent (4.25%).


 


“Foreign Subsidiary”
is a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof.


 


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


 


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


 


“General Intangibles”
are all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term
as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations
and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks,
service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade
secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise
agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds,
security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter
pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and
business interruption insurance), payments of insurance and rights to payment of any kind.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


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


 


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


 


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


 


“Indemnified
Person” is defined in Section 12.2.


 


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


 




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“Insolvent”
means not Solvent.


 


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


 


(a)   its
Copyrights, Trademarks and Patents;


 


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


 


(c)   any
and all source code;


 


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


 


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


 


(f)    all
amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.


 


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


 


“Investment”
is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance,
payment or capital contribution to any Person.


 


“Key Person”
is each of Borrower’s (i) Chief Executive Officer, who is Rick Orr as of the Effective Date, (ii) Chief Financial Officer,
which position is vacant as of the Effective Date and (iii) Chief Scientific Officer, who is Julien Mamet as of the Effective Date.


 


“Lender”
is any one of the Lenders.


 


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


 


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


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily
incurred or arising by operation of law or otherwise against any property.


 


“Loan Documents”
are, collectively, this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter,
any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present
or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent
in connection with this Agreement; all as amended, restated, or otherwise modified.


 




    	30



     


    

 


“Material Adverse
Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s Lien in the Collateral
or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise)
of Borrower or of Borrower and its Subsidiaries, taken as whole; or (c) a material impairment of the prospect of repayment of any
portion of the Obligations.


 


“Maturity Date”
is, for each Term Loan, is November 1, 2019.


 


“Monthly Reporting
Date” is the date following any month of Borrower on which financial statements are required to be delivered pursuant
to Section 6.2(a)(i) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Payment Date”
is the first (1st) calendar day of each calendar month, commencing on January 1, 2016. “Perfection Certificate”
and “Perfection Certificates” is defined in Section 5.1.


 


“Permitted
Indebtedness” is:


 


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


 


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


 


(c)   Subordinated
Debt;


 


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


 


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


 




    	31



     


    

 


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


 


(g)   Unsecured
Indebtedness in an aggregate principal amount not to exceed $250,000;


 


(h)   Indebtedness
in connection with the Comerica Letter of Credit, not to exceed $27,580; and


 


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


 


“Permitted
Investments” are:


 


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


 


(b)   (i)
Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy,
as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing
by Collateral Agent;


 


(c)    Investments consisting
of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;


 


(d)   Investments
consisting of Deposit Accounts;


 


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


 


(f)    Investments consisting
of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business,
and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; not to exceed One Hundred
Fifty Thousand Dollars ($150,000.00) in the aggregate for (i) and (ii) in any fiscal year;


 


(g)   Investments (including
debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent
obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;


 


(h)   Investments consisting
of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in
the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary;
and


 


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


 


(j)     other
Investments not to exceed $150,000 in the aggregate at any time.


 




    	32



     


    

 


“Permitted
Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive
and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary
course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has
occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which,
on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower
or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer
any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written
notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral
Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation
thereof and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in
respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United
States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that
are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.


 


“Permitted
Liens” are:


 


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


 


(b) Liens for taxes,
fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and
for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded
under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder (and it being understood that
such Liens are permitted to have priority to Collateral Agent’s Liens in such property secured by this clause (b));


 


(c) Liens securing
Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided that (i) such
liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition,
lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such liens do not
extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements
or repairs, financed by such Indebtedness (and it being understood that such Liens are permitted to have priority to Collateral
Agent’s Liens in such property secured by this clause (c));


 


(d) Liens of carriers,
warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such
Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000.00),
and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings
which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


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


 


(f) Liens incurred
in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c) but any extension,
renewal or replacement Lien (i) must be limited to the property encumbered by the existing Lien and the principal amount of the
indebtedness may not increase unless otherwise permitted by the definition of Permitted Indebtedness and (ii) may not have priority
to Collateral Agent’s Lien in such property unless such existing Lien was permitted by the terms of this Agreement to have
priority to Collateral Agent’s Lien;


 


(g) leases or subleases
of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary
course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other
than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in
the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting
Collateral Agent or any Lender a security interest therein;


 




    	33



     


    

 


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


 


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


 


(j) Liens
consisting of Permitted Licenses;


 


(k) easements, reservations,
rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering
in any material respect with the ordinary course of the business of Borrower;


 


(l) deposits to secure
the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property permitted hereunder,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred
in the ordinary course of business not representing an obligation for borrowed money in an amount not to exceed One Hundred Thousand
Dollars ($100,000) outstanding at any time; and


 


(m) deposits to secure
the performance of leases incurred in the ordinary course of business and not representing an obligation for borrowed money so
long as each such deposit: (1) is made at the commencement of a lease or its renewal when there is no underlying default under
such lease, and (2) is in amount not exceeding $100,000.


 


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


 


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


 


(i) for a prepayment
made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term
Loan, three percent (3.00%) of the principal amount of such Term Loan prepaid; provided, however, if the prepayment is in connection
with the acquisition of the Company by a third party on or before the six-month anniversary of the Effective Date, then the applicable
Prepayment Fee will be one percent (1.00%) of the principal amount of such Term Loan prepaid;


 


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


 


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


 


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


 




    	34



     


    

 


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


 


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


 


“Requirement
of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common),
treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible
Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone.


 


“Second Draw
Period” is the period commencing on December 1, 2015 and ending on the earlier of (i) January 31, 2016 and (ii) the occurrence
of an Event of Default; provided, however, that the Second Draw Period shall not commence if on December 1, 2015, an Event of Default
has occurred and is continuing.


 


“Secured Promissory
Note” is defined in Section 2.4.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	35



     


    

 


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


 


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


 


“Third Draw
Period” is the period commencing on the date of the occurrence of the Equity Event and ending on the earlier of (i) March
31, 2016, (ii) the date that is thirty (30) days immediately following the date of the occurrence of the Equity Event and (iii)
the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the date of the
occurrence of the Equity Event an Event of Default has occurred and is continuing.


 


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


 


“Transfer”
is defined in Section 7.1.


 


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


 


[Balance of Page Intentionally Left
Blank]


 




    	36



     


    

 


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


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Loan and Security
Agreement]


 




     


     


    

 


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


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Hans S. Houser	 
	Name:	Hans S. Houser	 
	Title:	Chief Credit Officer & Sr. Vice President	 


 


[Signature Page to Loan and Security
Agreement]


 




     


     


    

 


SCHEDULE 1.1


 


Lenders and Commitments


 


Term A Loans


	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	OXFORD FINANCE LLC	 	$	3,000,000.00	 	 	 	100.00	%
	TOTAL	 	$	3,000,000.00	 	 	 	100.00	%



 


Term B Loans


	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	OXFORD FINANCE LLC	 	$	2,000,000.00	 	 	 	100.00	%
	TOTAL	 	$	2,000,000.00	 	 	 	100.00	%



 


Term C Loans


	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	OXFORD FINANCE LLC	 	$	5,000,000.00	 	 	 	100.00	%
	TOTAL	 	$	5,000,000.00	 	 	 	100.00	%



 


Aggregate (all Term Loans)


	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	OXFORD FINANCE LLC	 	$	10,000,000.00	 	 	 	100.00	%
	TOTAL	 	$	10,000,000.00	 	 	 	100.00	%



 




     


     


    

 


EXHIBIT A 


 


Description of Collateral


 


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


 


All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any
promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts
and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security
interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that
are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include
the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts
and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting
power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary,
if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%)
of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue
Code; (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would
constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable
under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406,
9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of
any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted
in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iv) any Excluded Accounts.


 


Pursuant to the terms
of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its
Intellectual Property.


 




     


     


    

 


EXHIBIT B


 


Form of Disbursement Letter


 


[see attached]


 







     


     


    

 


DISBURSEMENT LETTER


 


[DATE]


 


The undersigned, being the duly elected
and acting                                              
of ADYNXX, INC., a Delaware corporation with offices located at 731 Market Street, Suite 420, San Francisco, California 94103
(“Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”),
as collateral agent (the “Collateral Agent”) in connection with that certain Loan and Security Agreement dated
as of [_], 2015, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”;
with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:


 


1. The representations
and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all
material respects as of the date hereof; provided, however, that such materiality qualifier is not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations
and warranties expressly referring to a specific date are true, accurate and complete in all material respects as of such date.


 


2. No
event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document.


 


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


 


4. All conditions referred
to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied or waived
by Collateral Agent.


 


5. No
Material Adverse Change has occurred.


 


6. The
undersigned is a Responsible Officer.


 


[Balance of Page Intentionally Left
Blank]


 




     


     


    

 


7.     The
proceeds of the Term [A][B][C] Loan shall be disbursed as follows:


 


	Disbursement from Oxford:	 
	Loan Amount	$_____________
	Plus:	$_____________
	–Deposit Received	 
	 	 
	Less:	 
	–Facility Fee	($____________)
	[–Existing Debt Payoff to be remitted to [PAYOFF BANK] per the Payoff Letter dated [DATE]	($____________)]
	[–Interim Interest	($____________)]
	–Lender’s Legal Fees	($____________)*
	 	 
	Net Proceeds due from Oxford:	$_____________
	 	 
	TOTAL TERM [A] [B] LOAN NET PROCEEDS FROM LENDERS	$_____________




 


8.     The
[initial][Term Loan][Term A Loan][Term B Loan][Term C Loan] shall amortize in accordance with the Amortization Table attached hereto.


 


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


 


	Account Name:	[BORROWER]	 
	Bank Name:	[                               ]	 
	Bank Address:	[                               ]	 
	Account Number:	 	 
	ABA Number:	[                               ]	 


 


[Balance of Page Intentionally Left
Blank]


 


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


 




     


     


    

 


Dated as of the date first set forth above.


 


	BORROWER:
	 	 	 
	ADYNXX, INC.
	 	 	 
	By:	                  	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:
	 	 	 
	OXFORD FINANCE LLC
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


[Signature Page to Disbursement Letter]


 




     


     


    

 


AMORTIZATION TABLE


(Term [A][B][C] Loan)


 


[see attached]


 




     


     


    

 


EXHIBIT C 


 


Compliance Certificate


 


		TO:	OXFORD FINANCE LLC, as Collateral Agent and Lender



 


		FROM:	ADYNXX, INC.



 


The undersigned authorized officer (“Officer”)
of ADYNXX, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan
and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan
Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),


 


(a) Borrower is
in complete compliance for the period ending                     
with all required covenants except as noted below;


 


(b) There
are no Events of Default, except as noted below;


 


(c) Except as noted
below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects
on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date.


 


(d) Borrower, and each
of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s
Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower,
or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;


 


(e) No Liens have been
levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower
has not previously provided written notification to Collateral Agent and the Lenders.


 


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


 


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


 


	 	Reporting Covenant	Requirement	Actual	Complies
	 	 	 	 	 	 	 
	1)	Financial statements	Monthly within 30 days	 	Yes	No	N/A
	 	 	 	 	 	 	 
	2)	Annual (CPA Audited) statements	Within [      ] after FYE	 	Yes	No	N/A
	 	 	 	 	 	 	 
	3)	Annual Financial Projections/Budget (prepared on a monthly basis)	Annually (within 30 days of FYE), and when revised	 	Yes	No	N/A


 




     


     


    

 


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


 


Deposit and Securities
Accounts


(Please list all
accounts; attach separate sheet if additional space needed)


 


	 	Institution Name	Account Number	New Account?	Account Control Agreement in

 place?
	 	 	 	 	 	 	 
	1)	 	 	Yes	No	Yes	No
	 	 	 	 	 	 	 
	2)	 	 	Yes	No	Yes	No
	 	 	 	 	 	 	 
	3)	 	 	Yes	No	Yes	No
	 	 	 	 	 	 	 
	4)	 	 	Yes	No	Yes	No


 


Other Matters


 


	1)	Have there been any changes in management since the last Compliance Certificate?	Yes	No
	 	 	 	 
	2)	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	Yes	No
	 	 	 	 
	3)	Have there been any new or pending claims or causes of action against Borrower that involve more than One Hundred Fifty Thousand Dollars ($150,000.00)?	Yes	No
	 	 	 	 
	4)	Have there been any material amendments to the capitalization table of Borrower or any amendments to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.	Yes	No
	 	 	 	 
	5)	Are there any other updates to the existing Perfection Certificates necessary to cause the information set forth in such Perfection Certificates to be true and correct in all material respects? If yes, provide a statement below of any such updates, amendments or changes with this Compliance Certificate.	Yes	No


 




     


     


    

 


Exceptions


 


Please explain any exceptions with respect
to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space
needed.)


 


	ADYNXX, INC.	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 


	 	LENDER USE ONLY	 	 	 
	 	 	 	 	 	 
	 	Received by:	 	 	Date:	 
	 	 	 	 	 	 
	 	Verified by:	 	 	Date:	 
	 	 	 	 	 	 
	 	Compliance Status:	Yes	No	 	 


 




     


     


    

 


EXHIBIT D


 


Form of Secured Promissory Note


 


[see attached]


 




     


     


    

 


SECURED PROMISSORY NOTE 


(Term [A][B] Loan)


 


	$                                         	Dated: [DATE]


 


FOR VALUE RECEIVED,
the undersigned, ADYNXX, INC., a Delaware corporation with offices located at 731 Market Street, Suite 420, San Francisco, California
94103 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the
principal amount of [                       ] MILLION DOLLARS
($                      ) or such lesser amount as shall equal the
outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal
amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated [_], 2015
by [C] and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto
(as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner
paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as
set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term
in the Loan Agreement.


 


Principal, interest and all other amounts
due with respect to the Term [A][B][C] Loan, are payable in lawful money of the United States of America to Lender as set forth
in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and
the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this Note.


 


The Loan Agreement, among other things,
(a) provides for the making of a secured Term [A][B][C] Loan by Lender to Borrower, and (b) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events.


 


This Note may not be prepaid except as
set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.


 


This Note and the obligation of Borrower
to repay the unpaid principal amount of the Term [A][B][C] Loan, interest on the Term [A][B][C] Loan and all other amounts due
Lender under the Loan Agreement is secured under the Loan Agreement.


 


Presentment for payment, demand, notice
of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement
of this Note are hereby waived.


 


Borrower shall pay all reasonable fees
and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement
or attempt to enforce any of Borrower’s obligations hereunder not performed when due.


 


This Note shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of California.


 


The ownership of an interest in this Note
shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the
contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is made in accordance
with the provisions of the Loan Agreement, is registered on such record of ownership and the transferee is identified as the owner
of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record
of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to
or interest in this Note on the part of any other person or entity.


 


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


 


	 	BORROWER:
	 	 
	 	ADYNXX, INC.
	 	 	 
	 	 	 
	 	By	                 
	 	Name:	 
	 	Title:	 


 


Term [A][B][C] Loan Secured Promissory
Note


 




     


     


    

 


LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL


 


	Date	 	
        Principal 

        Amount
	 	Interest Rate	 	
        Scheduled 

        Payment Amount
	 	Notation By
	 	 	 	 	 	 	 	 	 


 




     


     


    

 


FORM OF CORPORATE BORROWING CERTIFICATE


 


	BORROWER:	ADYNXX, INC.	DATE: [DATE]
	LENDER:	OXFORD FINANCE LLC, as Collateral Agent and Lender	 


 


I hereby certify as follows, as of the
date set forth above:


 


1. I am the Secretary, Assistant Secretary
or other officer of Borrower. My title is as set forth below.


 


2. Borrower’s exact legal name is
set forth above. Borrower is a Delaware corporation existing under the laws of the State of Delaware.


 


3. Attached hereto as Exhibit A
and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s Articles/Certificate of Incorporation
(including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph
2 above; and (ii) Borrower’s Bylaws. Neither such Articles/Certificate of Incorporation nor such Bylaws have been amended,
annulled, rescinded, revoked or supplemented, and such Articles/Certificate of Incorporation and such Bylaws remain in full force
and effect as of the date hereof.


 


4. Attached hereto as Exhibit C
are true, correct and complete copies of the resolutions duly and validly adopted by Borrower’s Board of Directors at a duly
held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions
are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked,
and the Lenders may rely on them until each Lender receives written notice of revocation from Borrower.


 


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5. The following officers or employees
of Borrower, whose names, titles and signatures are below, are now duly elected and qualified officers of Borrower, holding the
offices indicated next to the names below on the date hereof, and the signatures appearing opposite the names of the officers below
are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver on behalf of Borrower,
the Loan Agreement and the other Loan Documents to be issued pursuant thereto:


 


	Name	 	Title	 	Signature	 	
        Authorized to

        Add or Remove

        Signatories

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 ̈
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 ̈
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 ̈
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 ̈


 


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IN WITNESS WHEREOF,
the undersigned hereunder subscribes his name effective as of the date first written above.


 


	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: 	 


 


 


I, [___________], the [____________] of the
Borrower, hereby certify that [___________] is the duly elected and qualified [______________] of the Borrower and that his true
and genuine signature is set forth above.


 


	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: 	 


 


[Signature Page to Corporate Borrowing
Certificate]


 




     


     


    

 


EXHIBIT A


 


Articles/Certificate of Incorporation
(including amendments)


 


[see attached]


 




     


     


    

 


EXHIBIT B 


 


Bylaws


 


[see attached]


 




     


     


    

 


	DEBTOR:	ADYNXX, INC.
	SECURED

 PARTY:	
        OXFORD FINANCE LLC, 

        as Collateral Agent



 


EXHIBIT A TO UCC FINANCING STATEMENT



 


Description of Collateral


 


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


 


All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any
promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Debtor’s Books
relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts
and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security
interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that
are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include
the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts
and such other property of Debtor that are proceeds of the Intellectual Property; and (ii) more than 65% of the total combined
voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary,
if Debtor demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%)
of the Shares of such Subsidiary creates a present and existing adverse tax consequence to Debtor under the U.S. Internal Revenue
Code; (iii) any license or contract, in each case if the granting of a Lien in such license or contract is prohibited by or would
constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable
under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406,
9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of
any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted
in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iv) any Excluded Accounts.


 


Pursuant to the terms
of a certain negative pledge arrangement with Collateral Agent and the Lenders, Debtor has agreed not to encumber any of its Intellectual
Property.


 


Capitalized terms used
but not defined herein have the meanings ascribed in the Uniform Commercial Code in effect in the State of California as in effect
from time to time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between
Debtor, Secured Party and the other Lenders party thereto (as modified, amended and/or restated from time to time).


 




     


     


    

 


FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS FIRST AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into as of April 28, 2016 (the “Amendment
Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax
Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”),
the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including
Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and
ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“Borrower”).


 


WHEREAS, Collateral
Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided
to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower,
Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms
and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definition therein as follows:


 


““Excluded Accounts”
means any (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as
such in the Perfection Certificates and (b) that certain certificate of deposit with account number X-XXX-XXX-530-45 held with
Comerica Bank securing the Comerica Letter of Credit so long as the balance therein does not exceed $55,000 at any given time.”


 


	 	3.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating clause (h) of the definition of “Permitted Indebtedness” therein as follows:


 


“(h)     Indebtedness
in connection with the Comerica Letter of Credit, not to exceed $54,885; and”


 


	 	4.	Section 13.1 of the Loan Agreement is hereby amended by amending the definition of “Permitted Lien” therein as follows:


 


	 	a.	the word “and” at the end of clause (l) of the definition of “Permitted Lien” is hereby deleted;


 


	 	b.	the “.” at the end of clause (m) of the definition of “Permitted Lien” is hereby replaced by “; and”;


 


	 	c.	the following clause (n) is added to the definition of “Permitted Lien”:


 


	 	 	“(n) Lien on Borrower’s certificate of deposit with account number X-XXX-XXX-530-45 held with Comerica Bank securing Permitted Indebtedness in connection with the Comerica Letter of Credit, not to exceed $54,885.”


 


	 	5.	Limitation of Amendment.


 


	 	a.	The amendments set forth in Sections 2 through 4 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 




     


     


    

 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.


 


	 	6.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


	 	b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


	 	d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


	 	f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	7.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	8.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement and (c) delivery of evidence to Collateral Agent that the Borrower’s certificate of deposit with account number XXXX00C has been terminated, which evidence must be reasonably acceptable to Collateral Agent.


 




    	2



     


    

 


	 	9.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	10.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


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    	3



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this First Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	 	 
	Name:	Rick Orr	 
	Title:	Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Mark Davis	 
	Name:	Mark Davis	 
	Title:	Vice President - Finance, Secretary & Treasurer	 


 




     


     


    

 





SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS SECOND AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into as of January 31, 2017 (the “Amendment
Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax
Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”),
the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including
Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and
ADYNXX, INC., a Delaware corporation with an office at 731 Market Street, Suite 420, San Francisco, California 94103 (“Borrower”).


 


WHEREAS, Collateral
Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided
to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower,
Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into
pursuant to the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


		1.	Capitalized terms used herein but not otherwise defined
shall have the respective meanings given to them in the Loan Agreement.



 


		2.	Section 2.2(b) of the Loan Agreement is hereby amended
and restated in its entirety as follows:



 


(b)       Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of
each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately
preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest
payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of
December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i)
a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount
of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment
of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month
thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears,
to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon:
(1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a
repayment schedule equal to twenty-three (23) months. All unpaid principal and accrued and unpaid interest with respect to each
Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c)
and 2.2(d).


 


		3.	Section 2.5 of the Loan Agreement is hereby amended by
deleting the word “and” immediately following Section 2.5(d), replacing “;” at the end of
Section 2.5(e) with “; and” and adding Section 2.5(f) thereto as follows:



 






     


     


    

 


		(f)	Second Amendment Fee. A fully earned and non-refundable
second amendment fee in the amount of One Hundred Thousand Dollars ($100,000.00), which shall become due and payable upon the
earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to
Section 2.2(c) or (d).



 


		4.	Section 10 of the Loan Agreement is hereby amended by
amending and restating the notices to Borrower as follows:



 


	If to Borrower:	ADYNXX, INC.
	 	101 Pine Street #500
	 	San Francisco, CA 94111
	 	Attn: Carin Sandvik
	 	Fax: (415) 512-7740
	 	Email: rorr@adynxx.com
	 	Cooley LLP
	 	 
	With a copy (which:	3175 Hanover Street
	 	Palo Alto, CA 94304
	 	Attn: Laura Berezin
	 	Fax: (650) 849-7400
	 	Email: lberezin@cooley.com



 

		5.	Section 13.1 of the Loan Agreement is hereby amended
by amending and restating the following definitions therein as follows:



 


“Amortization Date”
means January 1, 2018.


 


		6.	The Amortization Table attached to the Disbursement Letter
entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth
on Exhibit A hereto.



 


		7.	The Amortization Table attached to the Disbursement Letter
entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth
on Exhibit B hereto.



 


		8.	Limitation of Amendment.



 


		a.	The amendments set forth in Sections 2 through 7 above are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification
of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or
Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.



 


		b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all
terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and
confirmed and shall remain in full force and effect.



 


		9.	To induce Collateral Agent and Lenders to enter into
this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:



 






     


     


    

 


		a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained
in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such
representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no
Event of Default has occurred and is continuing;



 


		b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its
obligations under the Loan Agreement, as amended by this Amendment;



 


		c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and
updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete
and have not been amended, supplemented or restated and are and continue to be in full force and effect;



 


		d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its
obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding
on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order,
judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower,
or (iv) the organizational documents of Borrower;



 


		e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its
obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on Borrower, except as already has been obtained or made; and



 


		f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating
to or affecting creditors’ rights.



 


		10.	Except as expressly set forth herein, the Loan Agreement
shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire
agreement about this subject matter and supersede prior negotiations or agreements.



 


		11.	This Amendment shall be deemed effective as of the Amendment
Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and (b) Borrower’s
payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated
Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.



 


		12.	This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.



 


		13.	This Amendment and the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws of the State of California.



 


[Balance of Page Intentionally Left Blank]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Second Amendment to the Loan Agreement to be executed as of the date first set forth above.


 





	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 
	 	 	 
	By	/s/Rick Orr	 
	Name: Rick Orr	 
	Title: CEO	 
	 	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 
	 	 	 
	By	/s/Mark Davis	 
	Name: Mark Davis	 
	Title: Vice President – Finance, Secretary & Treasurer	 




 







     


     


    

 


Exhibit A


 


Amortization Table


(Term A Loan)


 


[see attached]


 




     


     


    

 


Exhibit B


 


Amortization Table


(Term B Loan)


 


[see attached]


 








     


     


    









 


 


THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS THIRD AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into as of March 30, 2018 (the “Amendment
Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax
Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”),
the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including
Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and
ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“Borrower”).


 


WHEREAS, Collateral
Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided
to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower,
Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into
pursuant to the Loan Agreement as provided herein and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) twenty (20) months if the First Bridge Financing Event does not occur, (B) fifteen (15) months if the First Bridge Financing Event occurs but the Second Bridge Financing Event does not occur and (C) thirteen (13) months if the First Bridge Financing Event occurs and the Second Bridge Financing Event occurs. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 




     


     


    

 


	 	3.	Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(e), replacing “;” at the end of Section 2.5(f) with “; and” and adding Section 2.5(g) thereto as follows:


 


	 	 	(g) Third Amendment Fee. A fully earned and non-refundable third amendment fee in the amount of Two Hundred Thousand Dollars ($200,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).


 


	 	4.	Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:


 


	 	 	“First Bridge Financing Event” is the receipt by Borrower on or after March 1, 2018 and prior to March 31, 2018 of unrestricted net cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured Subordinated Debt to TPG Capital or one or more Affiliates thereof and/or to Domain Associates or one or more Affiliates thereof.


 


	 	 	“Second Bridge Financing Event” is the receipt by Borrower on or after April 1, 2018 and prior to August 31, 2018 of unrestricted net cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured Subordinated Debt to TPG Capital or one or more Affiliates thereof and/or to Domain Associates or one or more Affiliates thereof.


 


	 	5.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:


 


	 	 	“Amortization Date” means (i) April 1, 2018, if the First Bridge Financing Event does not occur, (ii) September 1, 2018, if the First Bridge Financing Event occurs but the Second Bridge Financing Event does not occur and (iii) November 1, 2018, if both the First Bridge Financing Event occurs and the Second Bridge Financing Event occurs.


 


	 	6.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth on Exhibit A hereto.


 


	 	7.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth on Exhibit B hereto.


 


	 	8.	Limitation of Amendment.


 


	 	a.	The amendments set forth in Sections 2 through 7 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.


 


	 	9.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 




    	2



     


    

 


	 	b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


	 	d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


	 	f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	10.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	11.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.


 


	 	12.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	13.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


[Balance of Page Intentionally Left
Blank]


 




    	3



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Third Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	President and Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Third Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	 	 
	Name:	Rick Orr	 
	Title:	President and Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Colette Featherly	 
	Name:	Colette Featherly	 
	Title:	Senior Vice President	 


 


 




     


     


    

 


Exhibit A


 


Amortization Table


(Term A Loan)


 


[see attached]


 




     


     


    

 


Exhibit B


 


Amortization Table


(Term B Loan)


 


[see attached]


 




     


     


    

 


FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS FOURTH AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into as of September 28, 2018 (the “Amendment Date”),
by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders
listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford
in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX,
INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“Borrower”).


 


WHEREAS, Collateral Agent, Borrower and
Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower
certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement
as provided herein and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2.	Borrower hereby reaffirms the security interest granted by Borrower previously in Section 4.1 of the Loan Agreement with respect to the Collateral (prior to the date hereof) and hereby grants Collateral Agent, effective upon the occurrence of the IP Lien Event, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, such part of the Collateral (as defined upon the occurrence of the IP Lien Event) that was not pledged previously or in which security interest was not granted prior to the IP Lien Event, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The parties agree that upon the occurrence of the IP Lien Event, the security interest granted in the Intellectual Property of Borrower shall constitute a first priority security in in the Intellectual Property. Furthermore, Borrower hereby authorizes Collateral Agent, upon the occurrence of the IP Lien Event, to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Amendment, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.


 




     


     


    

 


	 	3.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) fourteen (14) months if the Domain Financing Event does not occur, (C) thirteen (13) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur and (D) eleven (11) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 


	 	4.	Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(f), replacing “;” at the end of Section 2.5(g) with “; and” and adding Section 2.5(h) thereto as follows:


 


	 	 	(h) Fourth Amendment Fee. A fully earned and non-refundable fourth amendment fee in the amount of Twenty Five Thousand Dollars ($25,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).


 


	 	5.	Effective upon the occurrence of the IP Lien Event, Section 5.2(d) of the Loan Agreement is hereby amended and restated as follows:


 


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


 




    	2



     


    

 


	 	6.	Effective upon the occurrence of the IP Lien Event, Section 6.2(a)(vii) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	prompt notice of (A) any material change in the composition of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration (provided that notice of any new patent or trademark with the next-due Compliance Certificate shall be deemed sufficient notice under this provision, and notice in accordance with the terms of Section 6.7 with respect to any new copyrights shall be deemed sufficient notice under this provision), and (C) any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;


 


	 	7.	Effective upon the occurrence of the IP Lien Event, Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. If Borrower or any of its Subsidiaries (i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Collateral Agent and each Lender with the next- due Compliance Certificate and shall execute such intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x) provide Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or such Subsidiary’s intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Collateral Agent and each Lender with evidence of the recording of the intellectual property security agreement as to which Collateral Agent requests recording for Collateral Agent to perfect and maintain a first priority perfected security interest in such property.


 


	 	8.	Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:


 


	 	 	“2018 Financing Event” is the receipt by Borrower on or after the Fourth Amendment Date and on or before the Alliqua Merger Deadline, of unrestricted gross cash proceeds of not less than Ten Million Dollars ($10,000,000.00), which must be in addition to any proceeds received from the Domain Financing Event, but which shall include any proceeds received in accordance with the part (i) of the Deadline Extension Event, from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities.


 


	 	 	“Alliqua” means Alliqua BioMedical, Inc., a Delaware corporation.


 




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	 	 	“Alliqua Merger” means the acquisition of Borrower by Alliqua, on such terms and conditions as are explicitly consented to by the Collateral Agent and Lenders in their discretion, pursuant to a reverse triangular merger in which the shareholders of Borrower will, after consummation of the merger, hold a majority of the outstanding shares of Alliqua.


 


	 	 	“Alliqua Merger Agreement Event” means the entry into a merger agreement by Borrower and Alliqua, on or before October 31, 2018, which merger agreement provides for the Alliqua Merger and is in such form and substance as would not require the consent of the Required Lenders for Borrower’s entry thereinto under Section 7.3 of the Loan Agreement, provided that Collateral Agent hereby confirms receipt of notice of the Borrower’s intent to executed the foregoing merger agreement, as required pursuant to Section 7.3(iii).


 


	 	 	“Alliqua Merger Deadline” is (i) December 31, 2018, if the Deadline Extension Event does not occur and (ii) January 31, 2018, if the Deadline Extension Event occurs.


 


	 	 	“Deadline Extension Event” is (i) the receipt by Borrower on or after the Fourth Amendment Date and on or before December 31, 2018, of unrestricted gross cash proceeds equal to or greater than One Million Dollars ($1,000,000.00), which must be in addition to any proceeds received from the Domain Financing Event, from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities and (ii) the determination by Collateral Agent on December 31, 2018 that Borrower and Alliqua are actively engaged in the consummation of the Alliqua Merger but the Alliqua Merger has not yet been consummated and that no Event of Default has occurred after the Fourth Amendment Date.


 


	 	 	“Domain Financing Event” is the receipt by Borrower on or after September 24, 2018 of unrestricted gross cash proceeds of not less than One Million Five Hundred Thousand Dollars ($1,500,000.00) from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities to Domain Associates or an Affiliate thereof.


 


	 	 	“Fourth Amendment Date” is September 28, 2018.


 


	 	 	“IP Lien Event” is (i) the Alliqua Merger not occurring on or before Alliqua Merger Deadline, and (ii) the 2018 Financing Event not occurring.


 


	 	9.	Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows:


 


	 	 	“Amortization Date” means (i) October 1, 2018, if the Domain Financing Event does not occur, (ii) November 1, 2018, if Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur and (iii) January 1, 2019, if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs.


 


	 	10.	Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows, effective upon the occurrence of the IP Lien Event:


 


	 	 	“IP Agreement” is that certain Intellectual Property Security Agreement entered into by and between Borrower and Collateral Agent that becomes effective upon the occurrence of the IP Lien Event, as it may be amended from time to time.


 


	 	11.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth on Exhibit A hereto.


 




    	4



     


    

 


	 	12.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth on Exhibit B hereto.


 


	 	13.	Exhibit A to the Loan Agreement is hereby amended and restated, effective upon the occurrence of the IP Lien Event, as set forth on Exhibit C hereto.


 


	 	14.	Borrower hereby represents and warrants that a complete and accurate list of its Intellectual Property as of the Fourth Amendment Date is attached hereto as Exhibit D and hereby covenants to promptly update such list as and when requested by Collateral Agent.


 


	 	15.	Borrower hereby authorizes Collateral Agent to file financing statements, amendments to financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral (as such term has been amended pursuant to this Amendment) upon the occurrence of the IP Lien Event, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of the Loan Documents, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code or other applicable law. Without limiting the scope of the foregoing, Borrower hereby authorizes Collateral Agent, upon the occurrence of the IP Lien Event, to date as of the date of the occurrence of the IP Lien Event, and file the IP Agreement (form of which is attached hereto as Exhibit E) in the appropriate jurisdictions in which Collateral Agent may in its sole discretion choose to file the IP Agreement.


 


	 	16.	Limitation of Amendment.


 


	 	a.	The amendments set forth in Sections 2 through 13 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.


 


	 	c.	Nothing herein is, or is meant to be construed as, a consent by Collateral Agent or any Lender to the Borrower’s entering into the merger agreement regarding the Alliqua Merger or the consummation of the Alliqua Merger.


 


	 	17.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


	 	b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 




    	5



     


    

 


	 	d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


	 	f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	18.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	19.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.


 


	 	20.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	21.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


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    	6



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Fourth Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	CEO	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	    	 
	Name:	 	 
	Title:	 	 


 


 




     


     


    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Fourth Amendment to the Loan Agreement to be executed as of the date first
set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Colette Featherly	 
	Name:	Colette Featherly	 
	Title:	Senior Vice President	 


 




     


     


    

 


Exhibit A


 


Amortization Table


(Term A Loan)


 


[see attached]


 




     


     


    

 


Exhibit B


 


Amortization Table


(Term B Loan)


 


[see attached]


 







     


     


    

 


Exhibit C


 


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


 


All goods, Accounts (including health-care
receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements,
General Intangibles (including Intellectual Property), commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Borrower’s Books relating to
the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments,
accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.


 


Notwithstanding the foregoing, the Collateral
does not include (i) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital
stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction
that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and existing adverse tax
consequence to Borrower under the U.S. Internal Revenue Code; (ii) any license or contract, in each case if the granting of a Lien
in such license or contract is prohibited by or would constitute a default under the agreement governing such license or contract
(but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such
term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code);
provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall
automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral”;
and (iii) any Excluded Accounts.


 


Pursuant to the terms of a certain negative
pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.


 




     


     


    

 


Exhibit D


 


Intellectual Property


 


Please see attached


 




     


     


    

 


Exhibit E


 


IP Agreement


 


Please see attached


 




     


     


    

 


FIFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS FIFTH AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into as of December 28, 2018 (the “Amendment Date”),
by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders
listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford
in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX,
INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“Borrower”).


 


WHEREAS, Collateral Agent, Borrower and
Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower
certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement
as provided herein and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (A) fourteen (14) months if the Domain Financing Event does not occur, (C) thirteen (13) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur, (D) eleven (11) months if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs and the Domain December 2018 Financing Event does not occur and (E) ten (10) months if all of the Domain Financing Event, Alliqua Merger Agreement Event and Domain December 2018 Financing Event occur. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 




     


     


    

 


	 	3.	Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(g), replacing “;” at the end of Section 2.5(h) with “; and” and adding Section 2.5(i) thereto as follows:


 


	 	 	(i) Fifth Amendment Fee. A fully earned and non-refundable fifth amendment fee in the amount of Thirty Five Thousand Dollars ($35,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).


 


	 	4.	Section 13.1 of the Loan Agreement is hereby amended by adding the following definition thereto in alphabetical order:


 


	 	 	“Domain December 2018 Financing Event” is the receipt by Borrower on or after December 1, 2018 and on or before December 31, 2018 of unrestricted gross cash proceeds of not less than One Million Dollars ($1,000,000.00) from the issuance and sale by Borrower of its unsecured convertible Subordinated Debt and/or equity securities to Domain Associates or an Affiliate thereof.


 


	 	5.	Section 13.1 of the Loan Agreement is hereby further amended by amending and restating the following definitions therein as follows:


 


	 	 	“Amortization Date” means (i) October 1, 2018, if the Domain Financing Event does not occur, (ii) November 1, 2018, if Domain Financing Event occurs and the Alliqua Merger Agreement Event does not occur, (iii) January 1, 2019, if the Domain Financing Event occurs and the Alliqua Merger Agreement Event occurs and the Domain December 2018 Financing Event does not occur and (iv) February 1, 2019, if all of the Domain Financing Event, Alliqua Merger Agreement Event and Domain December 2018 Financing Event occur.


 


	 	6.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth on Exhibit A hereto.


 


	 	7.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth on Exhibit B hereto.


 


	 	8.	Limitation of Amendment.


 


	 	a.	The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.


 




    	2



     


    

 


	 	9.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


	 	b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


	 	d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


	 	f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	10.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	11.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.


 


	 	12.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	13.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


[Balance of Page Intentionally Left
Blank]


 




    	3



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Fifth Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	CEO	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Colette Featherly	 
	Name:	Colette Featherly	 
	Title:	Senior Vice President	 


 




     


     


    

 


Exhibit A


 


Amortization Table


(Term A Loan)


 


[see attached]


 







     


     


    

 


Exhibit B


 


Amortization Table


(Term B Loan)


 


[see attached]


 




     


     


    

 


SIXTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS SIXTH AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into as of January 31, 2019 (the “Amendment Date”),
by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders
listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford
in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX,
INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 (“Borrower”).


 


WHEREAS, Collateral Agent, Borrower and
Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower
certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement
as provided herein and subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


	 	 	(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018, in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to eight (8) months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 




     


     


    

 


	 	3.	Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(h), replacing “;” at the end of Section 2.5(i) with “; and” and adding Section 2.5(j) thereto as follows:


 


	 	 	(i) Sixth Amendment Fee. A fully earned and non-refundable sixth amendment fee in the amount of Fifty Thousand Dollars ($50,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).


 


	 	4.	Section 6.6 of the Loan Agreement is hereby amended by adding the following Section 6.6(d) thereto:


 


	 	 	(d) Notwithstanding anything herein to the contrary, on or before February 8, 2019, Borrower shall deposit an amount of Two Hundred Thousand Dollars ($200,000.00) in a segregated Collateral Account that is subject to a blocked Control Agreement in favor of Collateral Agent (and which Control Agreement is in such form and substance as are satisfactory to Collateral Agent). Upon the earlier of consummation of the Alliqua Merger prior to the Alliqua Merger Deadline or the consummation of the 2018 Financing Event, the funds in such segregated account shall be released to Borrower but shall continue to be subject to the applicable provisions of this Agreement (including being maintained in Collateral Accounts subject to Sections 6.6(a), (b) and (c) of this Agreement).


 


	 	5.	A new Section 6.14 is hereby added to the Loan Agreement to read as follows:


 


	 	 	6.14 Term Sheet Delivery for 2018 Financing Event. Borrower shall deliver to Collateral Agent on or before February 1, 2019, an executed term sheet between Borrower and Domain Associates or an Affiliate thereof, for the equity or unsecured Subordinated Debt financing of Borrower that would result in aggregate proceeds to Borrower of Twenty Million Dollars ($20,000,000), which term sheet must be in such form and substance as are acceptable to Collateral Agent, provided, however, that for the avoidance of doubt, (A) the required term sheet amount of Twenty Million Dollars ($20,000,000), and the required proceeds of the 2018 Financing Event (as defined in the Fourth Amendment), shall each include proceeds of the Domain December 2018 Financing Event (i.e., $1,500,000) for purposes of measurement; and (B) the required term sheet amount of Twenty Million Dollars ($20,000,000), shall not change the required proceeds of the 2018 Financing Event (as set forth and defined in the Fourth Amendment).


 


	 	6.	Section 8.2(a) of the Loan Agreement is hereby amended and restated as follows:


 


	 	 	(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances) or 6.14 (Term Sheet Delivery for 2018 Financing Event) or Borrower violates any covenant in Section 7; or


 


	 	7.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:


 


	 	 	“Alliqua Merger Deadline” is March 31, 2019.


 


	 	 	“Amortization Date” means April 1, 2019.


 




    	2



     


    

 


	 	 	“IP Lien Event” is (i) the Alliqua Merger not occurring on or before Alliqua Merger Deadline, (ii) the determination at any time by Collateral Agent in its sole discretion that the Alliqua Merger will not occur on or before the Alliqua Merger Deadline, and (iii) the 2018 Financing Event not occurring.


 


	 	8.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans is hereby amended and restated in its entirety as set forth on Exhibit A hereto.


 


	 	9.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans is hereby amended and restated in its entirety as set forth on Exhibit B hereto.


 


	 	10.	Limitation of Amendment.


 


	 	a.	The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect.


 


	 	11.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


	 	b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


	 	d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower, (ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 




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	 	f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	12.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	13.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, and (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.


 


	 	14.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	15.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Sixth Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	CEO	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


 


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Sixth Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Colette Featherly	 
	Name:	Colette Featherly	 
	Title:	Senior Vice President	 


 




     


     


    

 


Exhibit A


 


Amortization Table


(Term A Loan)


 


[see attached]


 




     


     


    

 


Exhibit B


 


Amortization Table


(Term B Loan)


 


[see attached]


 







     


     


    

 


CONSENT AND SEVENTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT


 


THIS CONSENT AND SEVENTH AMENDMENT to Loan
and Security Agreement (this “Amendment”) is entered into as of May 3, 2019 (the “Seventh Amendment
Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax
Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral
Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in
its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), ADYNXX, INC.,
a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111, which will be re-named ADYNXX SUB, INC.
effective immediately following consummation of the Merger (defined below) (“Existing Borrower”), and ALLIQUA
BIOMEDICAL, INC., a Delaware corporation with offices located at 100 Pine Street, #500, San Francisco, CA 94111, which will be
re- named ADYNXX, INC., effective following consummation of the Merger (defined below) (“New Borrower” and together
with Existing Borrower, individually and collectively, jointly and severally, “Borrower”).


 


WHEREAS, Collateral Agent, Existing Borrower
and the Lenders party thereto from time to time have entered into that certain Loan and Security Agreement, dated as of November
24, 2015 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to
which the Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, New Borrower have entered into
that certain Agreement and Plan of Merger and Reorganization, by and among Existing Borrower, EMBARK MERGER SUB, INC., a Delaware
corporation (“Merger Sub”) and New Borrower dated as of October 11, 2018 in the form attached hereto as Exhibit
A (without any amendments to the terms thereof, “Merger Agreement”) pursuant to which, among other things,
the Merger Sub will merge with and into Existing Borrower and Existing Borrower shall become a wholly owned subsidiary of New Borrower
(the “Merger”);


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth
herein;


 


NOW, THEREFORE, in consideration of the promises, covenants
and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
Borrower, Lenders and Collateral Agent hereby agree as follows:


 


	 	1.	Definitions. Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


	 	2. 	Joinder.


 


	 	a.	New Borrower. New Borrower hereby is added as a “Borrower” under the Loan Agreement. All references in the Agreement to “Borrower” shall hereafter mean and include the Existing Borrower and New Borrower individually and collectively, jointly and severally; and New Borrower shall hereafter have all rights, duties and obligations of “Borrower” thereunder.


 


	 	b.	Joinder to Loan Agreement. New Borrower hereby joins the Loan Agreement and each of the Loan Documents, and agrees to comply with and be bound by all of the terms, conditions and covenants of the Loan Agreement and Loan Documents, as if it were originally named a “Borrower” therein (effective as of the date of this Amendment). Without limiting the generality of the preceding sentence, New Borrower agrees that it will be jointly and severally liable, together with Existing Borrower, for the payment and performance of all obligations and liabilities of Borrower under the Loan Agreement, including, without limitation, the Obligations. Either Borrower may, acting singly, request Credit Extensions pursuant to the Loan Agreement. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions pursuant to the Loan Agreement. Each Borrower hereunder shall be obligated to repay all Credit Extensions made pursuant to the Loan Agreement, regardless of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions.


 




     


     


    

 


	 	c.	Subrogation and Similar Rights. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law and (b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and any Lender may each exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Amendment, the Loan Agreement, the Loan Documents or any related documents, until the Obligations have been indefeasibly paid in full in cash and at such time as each Lender’s obligation to make Credit Extensions has terminated, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and/or Lenders under this Amendment and the Loan Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Amendment, the Loan Agreement and the other Loan Documents, and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Amendment, the Loan Agreement or the other Loan Documents. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this section shall be null and void. If any payment is made to a Borrower in contravention of this section, such Borrower shall hold such payment in trust for Collateral Agent, for the ratable benefit of Lenders, and such payment shall be promptly delivered to Collateral Agent, for the ratable benefit of Lenders, for application to the Obligations, whether matured or unmatured.


 


	 	d.	Grant of Security Interest. To secure the prompt payment and performance of all of the Obligations, New Borrower hereby grants to Collateral Agent, for the ratable benefit of Lenders, a continuing lien upon and security interest in all of New Borrower’s now existing or hereafter arising rights and interest in the Collateral, whether now owned or existing or hereafter created, acquired, or arising, and wherever located. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to Collateral Agent and each Lender that are reasonably deemed necessary by Collateral Agent or any Lender in order to grant a valid, perfected first priority security interest to Collateral Agent, for the ratable benefit of Lenders, in the Collateral (subject to Permitted Liens). New Borrower hereby authorizes Collateral Agent to file financing statements, without notice to Borrower, with all appropriate jurisdictions covering the Collateral in order to perfect or protect Collateral Agent’s and/or any Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral, except to the extent such disposition are permitted pursuant to the Loan Agreement, by either Borrower or any other Person, shall be deemed to violate the rights of Collateral Agent and each Lender under the Code. Without limiting the generality of the foregoing, New Borrower hereby grants and pledges to Collateral Agent, for the ratable benefit of the Lenders, to secure the prompt payment and performance of all of the Obligations, a perfected security interest in all of the issued and outstanding shares of capital stock of the Existing Borrower and shall deliver to Collateral Agent one or more original stock certificates, if certificated, representing such shares together with duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent, when due in accordance with the terms of Section 14 of this Amendment.


 


	 	e.	Representations and Warranties. New Borrower hereby represents and warrants to Collateral Agent and each Lender that all representations and warranties in the Loan Documents made on the part of Existing Borrower are true and correct in all material respect on the date hereof (as updated by the Perfection Certificate delivered to Oxford on the Seventh Amendment Date), except with respect to representations and warranties that are as of a specified date, with respect to Existing Borrower and New Borrower, with the same force and effect as if New Borrower were named as “Borrower” in the Loan Documents in addition to Existing Borrower.


 




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	 	3.	Consent.


 


	 	a.	Collateral Agent and Oxford, which constitutes the Required Lenders, hereby consent to Existing Borrower, New Borrower and Merger Sub consummating the Merger on the date hereof, strictly in accordance with the terms of the Merger Agreement and, to the extent that any waivers and/or consents under the Loan Agreement or any other Loan Document, including, without limitations, Section 7.3 of the Loan Agreement, are required for Borrower to enter into the Merger Agreement, consummate the Merger, and for Borrower to perform their obligations under the Merger Agreement, Collateral Agent and Required Lenders hereby provide such waivers and consents.


 


	 	b.	Collateral Agent and the Required Lenders hereby consent to the proposed treatment of the Warrants as set forth in Section 5.17 of the Merger Agreement.


 


	 	c.	Collateral Agent and Required Lenders hereby consent to the payment by New Borrower, no later than ten days immediately after the date hereof, of (i) dividends of up to an aggregate amount Five Million Three Hundred Thousand Dollars ($5,300,000.00) which dividends the New Borrower has declared and are unpaid as of the effective time of the Merger (“Dividends”), no later than ten days immediately after the date hereof and (ii) payment of expenses related to the Merger in an aggregate amount of up to Two Million Two Hundred Thousand Dollars ($2,200,000.00) (“Merger Expenses”); provided, however, no portion of the Dividends or the Merger Expenses will be paid from the assets of Existing Borrower or from any part of the Term Loans proceeds received by Existing Borrower and until such time as New Borrower has paid the Dividends and Merger Expenses and complied with its obligations under Section 16(e) hereof, no Transfer of any assets of the Existing Borrower shall be made to New Borrower.


 


	 	4.	The following Section 6.14 is hereby added to the Loan Agreement:


 


	 	 	6.14 AquaMed. Notwithstanding the provisions of Section 7.1, on or before June 30, 2019, New Borrower shall either complete the AquaMed Spinoff or, at the sole discretion of Collateral Agent and Lenders, cause AquaMed to become a Borrower hereunder and enter into such related amendments to the Loan Documents and into other related agreements as the Collateral Agent and grant such security interests in the assets of AquaMed as Collateral Agent and Lenders may require. Until such time as the covenant set forth in the immediately preceding sentence has been fulfilled, Borrower shall not Transfer any assets or property to AquaMed or incur any liabilities related thereto other than incurring reasonable transaction expenses in connection with the AquaMed Spinoff.


 


	 	5.	Section 8.2(a) of the Loan Agreement is hereby amended and restated as follows:


 


	 	 	(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances) or 6.14 (AquaMed) or Borrower violates any covenant in Section 7; or


 




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	 	6.	The following Section 12.12 is hereby added to the Loan Agreement:


 


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


 


	 	7.	Section 13.1 of the Loan Agreement is hereby amended by adding the following definitions thereto in alphabetical order:


 


	 	 	“AquaMed” is AquaMed Technologies, Inc., a Delaware corporation, and a wholly owned subsidiary of New Borrower.


 


	 	 	“AquaMed Spinoff” is the disposition of all equity securities of AquaMed held by New Borrower to one or more third parties (other than the Existing Borrower) or the disposition of all or substantially all of the assets of AquaMed followed by a dissolution of AquaMed, in each case, without Transfer of any assets or property by Borrower to AquaMed or any third party other than payment of reasonable transaction expenses and without incurring any liabilities.


 


	 	 	“Existing Borrower” is ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Merger.


 


	 	 	“New Borrower” is Alliqua BioMedical, Inc., which will be re-named ADYNXX, INC., effective following consummation of the Merger.


 


	 	 	“Seventh Amendment Date” is May 3, 2019.


 


	 	8.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:


 


	 	 	“Alliqua Merger Deadline” is May 3, 2019.


 


	 	 	“Borrower” is individually and collectively, jointly and severally, New Borrower and the Existing Borrower.


 


	 	9.	Exhibit C to the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit B hereto.


 




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	 	10.	Exhibit D to the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit C hereto.


 


	 	11.	The Perfection Certificate delivered on the Effective Date of the Loan Agreement is hereby updated by the Perfection Certificate delivered to Collateral Agent on or around the date of this Amendment.


 


	 	12.	Limitation of Amendment.


 


	 	a.	The amendments and consents set above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower may now have or may have in the future under or in connection with any Loan Document, as amended hereby.


 


	 	b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. For the avoidance of doubt, this Amendment shall be considered part of the Loan Documents.


 


	 	13.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:


 


	 	a.	Neither the Merger Sub nor AquaMed had any liabilities or outstanding litigation immediately prior to the consummation of the Merger and the New Borrower has no material liabilities or outstanding litigation immediately prior to the consummation of the Merger (this does not take away from any other representation or warranty previously made or being made herein by Borrower), except as set forth on the Perfection Certificate for the New Borrower on the Seventh Amendment Date.


 


	 	b.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


	 	c.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;


 


	 	d.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent deliveries by the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


	 	e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;


 


	 	f.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (i) any law or regulation binding on or affecting Borrower, (ii) any contractual restriction with a Person binding on Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational documents of Borrower;


 




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	 	g.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


	 	h.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


	 	14.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.


 


	 	15.	This Amendment shall be deemed effective as of the Seventh Amendment Date upon (a) the due execution and delivery to Collateral Agent of this Amendment by each party hereto, (b) Borrower’s payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated Deposit Account in accordance with Section 2.3(d) of the Loan Agreement, (c) fulfillment of all conditions of Section 3.1 of the Loan Agreement (as they may be applicable to the New Borrower) and Section 3.2 of the Loan Agreement (as they may be applicable to Borrower), including, without limitation, receipt of the original Warrants exercisable for the common shares of New Borrower in lieu of the Warrants outstanding immediately prior to this Amendment becoming effective and receipt of original Promissory Notes being issued on the date hereof in lieu of the Promissory Notes outstanding immediately prior to this Amendment becoming effective.


 


	 	16.	Borrower hereby covenants to the following:


 


	 	a.	On the date hereof, deliver to Collateral Agent, copies of the filed and stamped: certificate of incorporation of Existing Borrower effective as of the Merger, certificate of incorporation and conversion of New Borrower effective as of the Merger and certificate of Merger, certificates of good standing for New Borrower for the State of Delaware and any other state in which it is required to be qualified to do business.


 


	 	b.	On or before May 7, 2019, deliver to Collateral Agent, original signature pages of Borrower for the Warrants and Promissory Notes being issued on the date hereof;


 


	 	c.	On or before May 7, 2019, deliver to Collateral Agent evidence of termination of the UCC financing statement (File Number 2015060107645) filed with the Secretary of Commonwealth of the Commonwealth of Pennsylvania;


 


	 	d.	On or before May 10, 2019, deliver to Collateral Agent a revised Perfection Certificate for New Borrower listing New Borrower’s Intellectual Property;


 


	 	e.	On or before May 13, 2019, deliver to Collateral Agent of closure of New Borrower’s accounts maintained with PNC Bank and no cash or other assets of the Existing Borrower or any portion of the Loan Proceeds shall be transferred to such accounts.


 




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	 	f.	On or before May 31, 2019, deliver to Collateral Agent a complete Perfection Certificate for AquaMed;


 


	 	g.	On or before May 10, 2019, deliver a copy of the form W-9 for the New Borrower to Collateral Agent.


 


	 	h.	On or before June 1, 2019, deliver to Collateral Agent an original stock certificate, if certificated representing all outstanding shares of the Existing Borrower and AquaMed, together with duly executed instrument of transfer or assignment in blank, all in form and substance satisfactory to Collateral Agent.


 


	 	i.	On or before June 1, 2019, Borrower shall deliver evidence satisfactory to Collateral Agent that the insurance policies for New Borrower required by Section 6.5 of the Loan Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent.


 


	 	j.	On or before June 1, 2019, Borrower shall deliver to Collateral Agent (i) a landlord’s consent executed in favor of Collateral Agent in respect of all of New Borrower’s leased locations where New Borrower or any Subsidiary (other than Existing Borrower) maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00) or its books or records (including, without limitation, its headquarters); and (ii) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where New Borrower or any Subsidiary (other than Existing Borrower) maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00).


 


	 	17.	Collateral Agent and Lenders hereby covenant to the following:


 


	 	a.	Deliver the original (i) Term A Secured Promissory Note; and (ii) Term B Secured Promissory Note, marked “cancelled” to Borrower within thirty (30) days of the date of this Amendment.


 


	 	b.	Deliver the original Warrants issued by Existing Borrower to Oxford and its affiliates outstanding immediately prior to this Amendment becoming effective within thirty (30) days of the date of this Amendment.


 


	 	18.	The Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders and Collateral Agent, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent (“Releasees”), of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof through the date hereof. Without limiting the generality of the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have as of the date hereof, including the rights to contest: (a) the right of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof.


 


	 	19.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.


 


	 	20.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Consent, Waiver and Seventh Amendment to Loan and Security Agreement to be executed as
of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC., a Delaware corporation,	 
	which will be re-named ADYNXX SUB, INC. effective	 
	immediately following consummation of the Merger	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	Chief Executive Officer	 
	 	 	 
	NEW BORROWER:	 
	 	 
	ALLIQUA BIOMEDICAL, INC., a Delaware corporation,	 
	which will be re-named ADYNXX, INC. effective	 
	immediately following consummation of the Merger	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name:	Rick Orr	 
	Title:	Chief Executive Officer	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Consent, Waiver and Seventh Amendment to Loan and Security Agreement to be executed as
of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC., a Delaware corporation,	 
	which will be re-named ADYNXX SUB, INC. effective	 
	immediately following consummation of the Merger	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	NEW BORROWER:	 
	 	 
	ALLIQUA BIOMEDICAL, INC., a Delaware corporation,	 
	which will be re-named ADYNXX, INC. effective	 
	immediately following consummation of the Merger	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By:	/s/ Colette H. Featherly	 
	Name:	Colette H. Featherly	 
	Title:	Senior Vice President	 


 








     


     


    

 


EIGHTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS EIGHTH AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into as of June 30, 2019 (the “Eighth Amendment Date”),
by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders
listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford
in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADYNXX
SUB, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 94111 and ADYNXX, INC., a Delaware
corporation with offices located at 100 Pine Street, #500, San Francisco, CA 94111 (individually and collectively, jointly and
severally, “Borrower”).


 


WHEREAS, Collateral Agent, Borrower and
Lenders have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or
otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower
certain loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral
Agent desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement
as provided herein and subject to the terms and conditions set forth herein, and to waive certain Events of Default that have occurred.


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


		1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.



 


		2.	Borrower hereby reaffirms the security interest granted by Borrower previously in Section 4.1 of the Loan Agreement with respect
to the Collateral (prior to the date hereof) and hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure
the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent,
for the ratable benefit of the Lenders, such part of the Collateral that was not pledged previously or in which security interest
was not granted prior to the Eighth Amendment Date, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. Furthermore, Borrower hereby authorizes Collateral Agent to file financing statements or take any
other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including
a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Amendment, by Borrower, or
any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.



 




     


     


    

 


		3.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


(b)       Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of
each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately
preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest
payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of
December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i)
a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount
of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment
of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making
the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which
shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect
to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018,
in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect
to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment
of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term
B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter until and including June
1, 2019, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears,
to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon:
(1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a
repayment schedule equal to eight (8) months. Commencing on July 1, 2019 and until Payment Date immediately preceding the 2019
Amortization Date, Borrower shall make monthly payments of interest only. Commencing on the 2019 Amortization Date and continuing
on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of then outstanding
principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall
be deemed correct absent manifest error) based upon: (1) the proportional amount of such Lender’s Term Loan, (2) the effective
rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to five (5) months if the 2019 Amortization
Date is September 1, 2019, and six (6) months if the Second Amortization date is August 1, 2019. All unpaid principal and accrued
and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be
prepaid in accordance with Sections 2.2(c) and 2.2(d).


 


		4.	Section 2.5 of the Loan Agreement is hereby amended by deleting the word “and” immediately following Section 2.5(i),
replacing “;” at the end of Section 2.5(j) with “; and” and adding Section 2.5(k) thereto as follows:



 


(k)       Eighth
Amendment Fee. A fully earned and non-refundable eighth amendment fee in the amount of Twenty Thousand Dollars ($20,000.00),
which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii)
the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).


 


		5.	Section 5.2(d) of the Loan Agreement is hereby amended and restated as follows:



 


Borrower and each of its Subsidiaries is the sole
owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. (i)
To Borrower’s knowledge, each of Borrower’s and its Subsidiaries’ Copyrights, Trademarks and issued Patents are
valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid
or unenforceable, in whole or in part, and (ii) to the best of Borrower’s knowledge, no claim has been made in writing that
any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except
to the extent such claim could not reasonably be expected to have a Material Adverse Change. Except as noted on the Perfection
Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material
agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower
or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material
license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral
Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and
each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement
with respect to which Borrower or any Subsidiary is the licensee (other than over the counter software that is commercially available
to the public).


 







    	8



     


    

 


		6.	Section 6.2(a)(vii) of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


prompt notice of (A) any material change in the composition
of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of Borrower or any
of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration (provided that notice
of any new patent, trademark with the next-due Compliance Certificate shall be deemed sufficient notice under this provision, and
notice in accordance with the terms of Section 6.7 with respect to any new copyright shall be deemed sufficient notice under this
provision), and (C) any event that could reasonably be expected to materially and adversely affect the value of the Intellectual
Property;


 


		7.	Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


Borrower and each of its Subsidiaries shall: (a) use
commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that
is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party
of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned,
forfeited or dedicated to the public without Collateral Agent’s prior written consent. If Borrower or any of its Subsidiaries
(i) obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application
for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any patent or the registration of any trademark
or servicemark, then Borrower or such Subsidiary shall provide written notice thereof to Collateral Agent with the next- due Compliance
Certificate, and shall execute such intellectual property security agreements and other documents and take such other actions as
Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected
security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of
its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary
shall: (x) provide Collateral Agent and each Lender with at least fifteen (15) days prior written notice of Borrower’s or
such Subsidiary’s intent to register such copyrights or mask works together with a copy of the application it intends to
file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement
and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment
to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the
Lenders, in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such
intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or
mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Collateral
Agent and each Lender with evidence of the recording of the intellectual property security agreement necessary for Collateral Agent
to perfect and maintain a first priority perfected security interest in such property.


 


		8.	The following Section 6.15 is hereby added to the Loan Agreement:



 


6.15 USPTO Registration Correction. On or before
July 19, 2019, Borrower must deliver to Collateral Agent evidence (in such form and substance as are reasonably acceptable to Collateral
Agent) of registration in the name of Adynxx, Inc. of all Intellectual Property currently registered in the name of Alliqua Biomedical,
Inc.


 


		9.	Section 8.2(a) of the Loan Agreement is hereby amended and restated as follows:



 


(a)       Borrower
or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates),
6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation
and Default), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances), 6.14 (AquaMed) or 6.15 (USPTO Registration
Correction) or Borrower violates any covenant in Section 7; or


 




    	9



     


    

 


		10.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:



 


“Loan Documents” are, collectively,
this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the IP Agreement,
any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present
or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent
in connection with this Agreement; all as amended, restated, or otherwise modified.


 


“Maturity Date” is January 1, 2020.


 


		11.	Section 13.1 of the Loan Agreement is hereby further amended by adding the following definitions thereto in alphabetical order:



 


		12.	“2019 Amortization Date” is (i) August 1, 2019, if Borrower does not receive on or after June 1, 2019 and
on or before July 31, 2019, gross proceeds of at least Five Hundred Thousand Dollars ($500,000.00) (or such other amount that is
sufficient to fund operations of Borrower through August 31, 2019 based on a forecast that is acceptable to Collateral Agent in
its sole discretion) from the sale and issuance by Borrower of its unsecured convertible Subordinated Debt and/or equity securities
and (ii) September 1, 2019, if Borrower does receive on or after June 1, 2019 and on or before July 31, 2019, gross proceeds of
at least Five Hundred Thousand Dollars ($500,000.00) (or such other amount that is sufficient to fund operations of Borrower through
August 31, 2019 based on a forecast that is acceptable to Collateral Agent in its sole discretion) from the sale and issuance by
Borrower of its unsecured convertible Subordinated Debt and/or equity securities.



 


“Eighth Amendment Date” is June
30, 2019.


 


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


 


		13.	Exhibit A to the Loan Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto.



 


		14.	Borrower hereby represents and warrants that a complete and accurate list of its Intellectual Property as of the Eighth Amendment
Date is attached hereto as Exhibit B.



 


		15.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans
is hereby amended and restated in its entirety as set forth on Exhibit C hereto.



 


		16.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans
is hereby amended and restated in its entirety as set forth on Exhibit D hereto.



 


		17.	Borrower hereby authorizes Collateral Agent to file financing statements, amendments to financing statements or take any other
action required to perfect Collateral Agent’s security interests in the Collateral (as such term has been amended pursuant
to this Amendment) , without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s
interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted
by the terms of the Loan Documents, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent
under the Code.



 







    	10



     


    

 


		18.	Notwithstanding the terms of Section 16 of that certain Consent and Seventh Amendment to Loan and Security Agreement dated
May 3, 2019, between Borrower, Collateral Agent and Lender (the “Seventh Amendment”), Borrower may maintain
one account with PNC ending in account number 235 (last three digits), provided that the aggregate balance in such account does
not exceed $20,000 at any time (the “PNC Account”) and no transfers are made to such account until such time
as such account is subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and
substance as reasonably satisfactory to Collateral Agent and must be delivered to Collateral Agent no later than July 26, 2019.



 


		19.	Limitation of Amendment.



 


		a.	The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver (except as set forth in Section 20 below) or modification of any
other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower
may now have or may have in the future under or in connection with any Loan Document, as amended hereby.



 


		b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full
force and effect.



 


		20.	Waiver; Certain Events of Default occurred due to Borrower’s failure to (i) close certain PNC accounts
by May 13, 2019, and (ii) deliver a Perfection Certificate for AquaMed by May 31, 2019 (which was ultimately delivered to Collateral
Agent), each as required in Section 16 of the Seventh Amendment (collectively, the “Existing Defaults”). Bank
hereby waives the Existing Defaults and strictly the Existing Defaults.



 


		21.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral
Agent and Lenders as follows:



 


		a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default (other than the
Existing Defaults) has occurred and is continuing;



 


		b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement, as amended by this Amendment;



 


		c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent
deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;



 


		d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower,
(ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any
court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational
documents of Borrower;



 




    	11



     


    

 


		e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and



 


		f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.



 


		22.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements.



 


		23.	The Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders and Collateral Agent, their agents,
employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction
of the Lenders and Collateral Agent (“Releasees”), of and from any and all manner of actions, causes of action,
suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever,
in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act,
omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees,
for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan
Documents on or prior to the date hereof through the date hereof. Without limiting the generality of the foregoing, the Borrower
waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes
of action, setoffs or other rights they do, shall or may have as of the date hereof, including the rights to contest: (a) the right
of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this
Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement
or the other Loan Documents on or prior to the date hereof.



 


		24.	This Amendment shall be deemed effective as of the Amendment Date upon (a) the due execution and delivery to Collateral Agent
of this Amendment by each party hereto, (b) the execution and delivery by Borrower of the IP Agreement, and (c) Borrower’s
payment of all Lenders’ Expenses incurred through the date hereof, which may be debited (or ACH’d) from the Designated
Deposit Account in accordance with Section 2.3(d) of the Loan Agreement.



 


		25.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument.



 


		26.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the
laws of the State of California.



 


[Balance of Page Intentionally Left
Blank]


 




    	12



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Eighth Amendment to the Loan Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 
	ADYNXX, INC. 	 
	 	 
	By: 	/s/Rick Orr	 
	Name: 	Rick Orr	 
	Title:   	CEO	 
	 	 	 
	BORROWER:	 
	 	 
	ADYNXX SUB, INC.	 
	 	 	 
	By: 	/s/Rick Orr	 
	Name: 	Rick Orr	 
	Title: 	CEO	 
	 	 	 
	COLLATERAL AGENT AND LENDER:	 
	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	By 	/s/Joshua Friedman	 
	Name: 	Joshua Friedman	 
	Title: 	Chief Financial Officer	 


 




     


     


    

 


Exhibit A


 




Description of Collateral


 


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


 


All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles (including Intellectual Property), commercial tort claims, documents, instruments (including
any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all
certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities,
and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


All Borrower’s
Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or
all of the foregoing.


 


Notwithstanding the
foregoing, the Collateral does not include (i) more than 65% of the total combined voting power of all classes of stock entitled
to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral
Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates
a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (ii) any license or contract,
in each case if the granting of a Lien in such license or contract is prohibited by or would constitute a default under the agreement
governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other
than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section)
of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or
contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder
and become part of the “Collateral”; and (iii) any Excluded Accounts.


 




     


     


    

 


Exhibit B


 


Intellectual Property


 


Please see attached


 




     


     


    

 


Exhibit C


 


Amortization Table 


(Term A Loan)


 


[see attached]


 




     


     


    

 


Exhibit D


 


Amortization Table 


(Term B Loan)


 


[see attached]


 




     


     


    

  


NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


THIS NINTH AMENDMENT to Loan and Security Agreement
(this “Amendment”) is entered into as of August 21, 2019, by and among OXFORD FINANCE LLC, a Delaware limited
liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral
agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined
below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender”
and collectively, the “Lenders”), and ADYNXX SUB, INC., a Delaware corporation with an office at 100 Pine Street,
#500, San Francisco, CA 94111 and ADYNXX, INC., a Delaware corporation with offices located at 100 Pine Street, #500, San Francisco,
CA 94111 (individually and collectively, jointly and severally, “Borrower”).


 


WHEREAS, Collateral Agent, Borrower and Lenders
have entered into that certain Loan and Security Agreement, dated as of November 24, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain
loans in accordance with the terms and conditions thereof; and


 


WHEREAS, Borrower, Lenders and Collateral Agent
desire to amend certain provisions of the Loan Agreement and the Disbursement Letters entered into pursuant to the Loan Agreement
as provided herein and subject to the terms and conditions set forth herein, and to waive certain Events of Default that have occurred.


 


NOW, THEREFORE, in consideration of the promises,
covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Lenders and Collateral Agent hereby agree as follows:


 


		1.	Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.



 


		2.	Section 2.2(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:



 


(b)       Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of
each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately
preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest
payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. On each of
December 1, 2016 and January 1, 2017, in addition to making the aforementioned interest payments, Borrower shall also make (i)
a payment of $83,333.33 with respect to the Term A Loan, which shall be deemed to be a partial payment of the principal amount
of the Term A Loan, and (ii) a payment of $55,555.56 with respect to the Term B Loan, which shall be deemed to be a partial payment
of the principal amount of the Term B Loan. On each of January 1, 2018, February 1, 2018 and March 1, 2018, in addition to making
the aforementioned interest payments, Borrower shall also make (i) a payment of $123,188.41 with respect to the Term A Loan, which
shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment of $82,125.60 with respect
to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term B Loan. On September 1, 2018,
in addition to making the aforementioned interest payments, Borrower shall also make (i) a payment of $164,251.21 with respect
to the Term A Loan, which shall be deemed to be a partial payment of the principal amount of the Term A Loan, and (ii) a payment
of $109,500.81 with respect to the Term B Loan, which shall be deemed to be a partial payment of the principal amount of the Term
B Loan. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter until and including June
1, 2019, Borrower shall make consecutive monthly payments of equal amounts of principal, and the applicable interest, in arrears,
to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon:
(1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a
repayment schedule equal to eight (8) months. Commencing on July 1, 2019 and until Payment Date immediately preceding the 2019
Amortization Date, Borrower shall make monthly payments of interest only. Commencing on the 2019 Amortization Date and continuing
on the Payment Date of each month thereafter, Borrower shall make consecutive monthly payments of equal amounts of then outstanding
principal, and the applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall
be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of
interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to five months. All unpaid principal and accrued
and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be
prepaid in accordance with Sections 2.2(c) and 2.2(d).


 






     


     

    

 


		3.	Section 6.6(d) of the Loan Agreement is amended and restated, effective as of Seventh Amendment Date, as set forth below:



 


(d)       Notwithstanding
anything herein to the contrary, on or before February 8, 2019, Borrower shall deposit an amount of Two Hundred Thousand Dollars
($200,000.00) in a segregated Collateral Account that is subject to a blocked Control Agreement in favor of Collateral Agent (and
which Control Agreement is in such form and substance as are satisfactory to Collateral Agent). Upon the receipt by Borrower of
net proceeds of at least Ten Million Dollars ($10,000,000.00) from the sale and issuance of its equity securities (but excluding
conversion of any convertible debt) and/or convertible unsecured Subordinated Debt on or after August 1, 2019, and the delivery
of evidence of receipt of such net proceeds by Borrower to Collateral Agent (which evidence must be in such form and substance
as are satisfactory to Collateral Agent in its sole discretion), the funds in such segregated account shall be released to Borrower
but shall continue to be subject to the applicable provisions of this Agreement (including being maintained in Collateral Accounts
subject to Sections 6.6(a), (b) and (c) of this Agreement).


 


		4.	Section 13.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:



 


“2019 Amortization Date” is (i) September
1, 2019, if either the September 2019 I/O Extension Event does not occur or the 2019 Equity Event occurs on or before August 31,
2019, (ii) October 1, 2019, if either (A) (1) the September 2019 I/O Extension Event occurs, (2) the October 2019 I/O Extension
does not occur and (3) the 2019 Equity Event does not occur on or before August 31, 2019, or (B) (1) September 2019 I/O Extension
Event occurs, (2) October 2019 I/O Extension Event occurs and (3) the 2019 Equity Event occurs between September 1, 2019 and September
30, 2019 and (iii) November 1, 2019, if (1) the September I/O Extension Event occurs, (2) the October I/O Extension Event occurs
and (3) the 2019 Equity Event does not occur on or before September 30, 2019.


 


“Maturity Date” is (i) January 1, 2020,
if the 2019 Amortization Date is September 1, 2019, (ii) February 1, 2020, if the 2019 Amortization Date is October 1, 2019 and
(iii) March 1, 2020, if the 2019 Amortization Date is November 1, 2019.


 


		5.	Section 13.1 of the Loan Agreement is hereby further amended by adding the following definitions thereto in alphabetical order:



 


“2019 Equity Event” is the receipt
by Borrower of net proceeds of at least Ten Million Dollars ($10,000,000.00) from the sale and issuance of its equity securities
(but excluding conversion of any convertible debt) and/or convertible unsecured Subordinated Debt on or after August 1, 2019 and
the receipt of evidence thereof by Collateral Agent (which evidence must be in such form and substance as are satisfactory to Collateral
Agent in its sole discretion).


 






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“October 2019 I/O Extension Event”
is the receipt by Borrower, on or after August 1, 2019 and on or before September 30, 2019, of gross proceeds of at least Five
Hundred Thousand Dollars ($500,000.00) (or such other amount that is sufficient to fund operations of Borrower through October
31, 2019 based on a forecast that is acceptable to Collateral Agent in its sole discretion), which may include amount used towards
achieving the September 2019 I/O Extension Event, from the sale and issuance by Borrower of its unsecured convertible Subordinated
Debt and/or equity securities (but excluding conversion of any convertible debt) and the receipt of evidence thereof by Collateral
Agent (which evidence must be in such form and substance as are satisfactory to Collateral Agent in its sole discretion).


 


“September 2019 I/O Extension Event”
is the receipt by Borrower, on or after August 1, 2019 and on or before August 31, 2019, of gross proceeds of at least Two Hundred
Fifty Thousand Dollars ($250,000.00) (or such other amount that is sufficient to fund operations of Borrower through September
30, 2019 based on a forecast that is acceptable to Collateral Agent in its sole discretion) from the sale and issuance by Borrower
of its unsecured convertible Subordinated Debt and/or equity securities (but excluding conversion of any convertible debt) and
the receipt of evidence thereof by Collateral Agent (which evidence must be in such form and substance as are satisfactory to Collateral
Agent in its sole discretion).


 


		6.	The Amortization Table attached to the Disbursement Letter entered into on Effective Date in connection with the Term A Loans
is hereby amended and restated in its entirety as set forth on Exhibit A hereto.



 


		7.	The Amortization Table attached to the Disbursement Letter entered into on January 29, 2016 in connection with the Term B Loans
is hereby amended and restated in its entirety as set forth on Exhibit B hereto.



 


		8.	Limitation of Amendment.



 


		a.	The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver (except as set forth in Section 9 below) or modification of any
other term or condition of any Loan Document, or (b) otherwise prejudice any right, remedy or obligation which Lenders or Borrower
may now have or may have in the future under or in connection with any Loan Document, as amended hereby.



 


		b.	This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, are hereby ratified and confirmed and shall remain in full
force and effect.



 


		9.	Waiver: An Event of Default occurred due to Borrower’s failure to deliver a control agreement for a certain
PNC account by July 26, 2019, as required in Section 18 of that certain Eighth Amendment to Loan and Security Agreement dated as
of June 30, 2019, which account has been subsequently closed and therefor such requirements with respect to such account are therefore
waived (the “Existing Default”). Collateral Agent and Lenders hereby waive the Existing Default and strictly
the Existing Default.



 


		10.	To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral
Agent and Lenders as follows:



 


		a.	Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default (other than the
Existing Defaults) has occurred and is continuing;



 





		b.	Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement, as amended by this Amendment;


 






    	 	3	 



     

    

  


		c.	The organizational documents of Borrower delivered to Collateral Agent on the Effective Date, and updated pursuant to subsequent
deliveries by or on behalf of the Borrower to the Collateral Agent, remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;



 


		d.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not contravene (i) any material law or regulation binding on or affecting Borrower,
(ii) any material contractual restriction with a Person binding on Borrower, (iii) any material order, judgment or decree of any
court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (iv) the organizational
documents of Borrower;



 


		e.	The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and



 


		f.	This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.



 


		11.	Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements.



 


		12.	The Borrower hereby remises, releases, acquits, satisfies and forever discharges the Lenders and Collateral Agent, their agents,
employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction
of the Lenders and Collateral Agent (“Releasees”), of and from any and all manner of actions, causes of action,
suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever,
in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act,
omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof, against the Releasees,
for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan Agreement or the other Loan
Documents on or prior to the date hereof through the date hereof. Without limiting the generality of the foregoing, the Borrower
waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes
of action, setoffs or other rights they do, shall or may have as of the date hereof, including the rights to contest: (a) the right
of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this
Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement
or the other Loan Documents on or prior to the date hereof.



 


		13.	This Amendment shall be deemed effective as of the date first set forth above upon the due execution and delivery to Collateral
Agent of this Amendment by each party hereto.



 





 


		14.	This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument.



 


		15.	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the
laws of the State of California.



 






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[Balance of Page Intentionally
Left Blank]


 




    	 	5	 



     

    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Ninth Amendment to Loan and Security Agreement to be executed as of the date first set forth above.


 


	BORROWER:	 
	 	 	 
	ADYNXX, INC.	 
	 	 	 
	 	 	 
	By:	/s/
    Rick Orr                  	 
	Name:	Rick Orr	 
	Title:  	CEO	 
	 	 	 
	 	 	 
	BORROWER:	 
	 	 	 
	ADYNXX SUB, INC.	 
	 	 	 
	 	 	 
	By:	/s/ Rick Orr	 
	Name: 	Rick Orr	 
	Title:	CEO	 
	 	 	 
	 	 	 
	COLLATERAL AGENT AND LENDER:
	 	 	 
	OXFORD FINANCE LLC	 
	 	 	 
	 	 	 
	By	/s/ Colette H. Featherly	 
	Name:	Colette H. Featherly	 
	Title:	Senior Vice-President	 




 




     


     

    

 


Exhibit A


 


Amortization Table 


(Term A Loan)


 


[see attached]


 




     


     

    

 


Exhibit B


 


Amortization Table 


(Term B Loan)


 


[see attached]