Exhibit 10.1 


 


Execution Version


 


LOAN AND SECURITY AGREEMENT


 


THIS
LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”)
dated as of April 14, 2021 (the “Effective Date”) among SLR Investment Corp., fka Solar Capital Ltd., a Maryland
corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in
such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed
on Schedule 1.1 hereof or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender”
and collectively, the “Lenders”), and Rezolute, Inc., a Delaware corporation with offices located at 201 Redwood
Shores Parkway, Suite 315, Redwood City, CA 94065 (“Borrower”), provides the terms on which the Lenders shall
lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:


 


		1.	DEFINITIONS AND OTHER TERMS



 


1.1            Terms.
Capitalized terms used herein shall have the meanings set forth in Section 1.4 to the extent defined therein. All other capitalized
terms used but not defined herein shall have the respective meanings given to such terms in the Code. Any accounting term used but not
defined herein shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial
statements” shall include the accompanying notes and schedules. Notwithstanding anything to the contrary contained herein, (a) all
financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without
giving effect to any election under the Accounting Standards Codification 820 (or any similar accounting principle) permitting a Person
to value its financial liabilities or Indebtedness at the fair value thereof and (b) the financial statements delivered hereunder
shall be prepared without giving effect to the implementation of Accounting Standards Codification 606: Revenue from Contracts with
Customers.


 


1.2            Section References.
Any section, subsection, schedule or exhibit references are to this Agreement unless otherwise specified.


 


1.3            Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event
under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent
Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date
of its existence by the holders of its equity interests at such time.


 






     


     


    

 


1.4            Definitions.
The following terms are defined in the Sections or subsections referenced opposite such terms:


 


	“Agreement”	Preamble
	“Approved Lender”	Section 12.1
	“Borrower”	Preamble
	“Claims”	Section 12.2
	“Collateral Agent”	Preamble
	“Collateral Agent Report”	Exhibit B, Section 5
	“Communications”	Section 10
	“Connection Income Taxes”	Exhibit C, Section 1(a)
	“Default Rate”	Section 2.3(b)
	“Effective Date”	Preamble
	“Erroneous Payment”	Exhibit B, Section 11(a)
	“Erroneous Payment Notice”	Exhibit B, Section 11(b)
	“Event of Default”	Section 8
	“Excluded Taxes”	Exhibit C, Section 1(b)
	“FATCA”	Exhibit C, Section 1(c)
	“Foreign Lender”	Exhibit C, Section 1(d)
	“Indemnified Person”	Section 12.2
	“Indemnified Taxes”	Exhibit C, Section 1(e)
	“Lender” and “Lenders”	Preamble
	“Lender Transfer”	Section 12.1
	“New Subsidiary”	Section 6.10
	“Non-Funding Lender”	Exhibit B, Section 10(c)(ii)
	“Open Source Licenses”	Section 5.2(f)
	“Other Connection Taxes”	Exhibit C, Section 1(f)
	“Other Lender”	Exhibit B, Section 10(c)(ii)
	“Other Taxes”	Exhibit C, Section 1(g)
	“Perfection Certificate” and “Perfection Certificates”	Section 5.1
	“Participant Register”	Section 12.1
	“Recipient”	Exhibit C, Section 1(h)
	“Register”	Section 12.1
	“SLR”	Preamble
	“Term A Loan”	Section 2.2(a)(i)
	“Term B Loan”	Section 2.2(a)(ii)
	“Term C Loan”	Section 2.2(a)(iii)
	“Term Loan” and “Term Loans”	Section 2.2(a)(iii)
	“Transfer”	Section 7.1
	“U.S. Person”	Exhibit C, Section 1(i)
	“U.S. Tax Compliance Certificate”	Exhibit C, Section 7(b)(ii)(C)
	“Withholding Agent”	Exhibit C, Section 1(j)


 


In addition to the terms defined
elsewhere 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 under the Code, 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 under the Code.


 


“ACH Letter”
is ACH debit authorization in the form of Exhibit G hereto.


 


“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.


 


“Amortization Date”
is May 1, 2023; provided that, if Borrower satisfies the Third Draw Conditions, at Borrower’s election, and so long as no Event
of Default has occurred and is continuing at the time of such election, the Amortization Date shall be May 1, 2024.


 






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“Anti-Terrorism
Laws” are any laws, rules, regulations or orders relating to terrorism or money laundering, including without limitation
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.


 


“Applicable Rate”
means (a) 8.75% plus (b) the greater of (1) the rate per annum published by the Intercontinental Exchange Benchmark Administration
Ltd. (the “Service”) (or on any successor or substitute page of such Service, or any successor to or substitute
for such Service, as determined by Collateral Agent in consultation with the Borrower) for a term of one month, which determination by
Collateral Agent shall be conclusive in the absence of manifest error; provided that if, at any time, Lenders notify Collateral Agent
that Lenders have determined that (x) Lenders are unable to determine or ascertain such rate, (y) the applicable regulator has
made public statements to the effect that the rate published by the Service is no longer used for determining interest rates for loans
or (z) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the
applicable amounts or for the relative maturities are not being offered for such period, then the Applicable Rate shall be equal to an
alternate benchmark rate and spread agreed between Collateral Agent and the Borrower (which may include SOFR, to the extent publicly available
quotes of SOFR exist at the relevant time), giving due consideration to (i) market convention or (ii) selection, endorsement
or recommendation by a Relevant Governmental Body. Such alternative benchmark rate and spread shall be binding unless the Required Lenders
object within five (5) days following notification of such amendment and (2) 0.12% per annum. For the avoidance of doubt, Applicable
Rate shall be determined on the first day of each month.


 


“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.


 


“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’s
Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, state, local and
foreign 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 commercial banks in New York, New York are required or authorized to be 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 and having the highest
rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (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., (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, and (d) any money market or similar funds that exclusively hold any of the foregoing.


 






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“CFC” means
a “controlled foreign corporation” as defined in Section 957 of the Internal Revenue Code.


 


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


 


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


 


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


 


“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 under the Code.


 


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


 


“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
in accordance with GAAP; 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 or such Subsidiary, as applicable, and Collateral Agent pursuant to which Collateral Agent, for the ratable
benefit of the Secured Parties, obtains “control” (within the meaning of the Code) over such Deposit Account, Securities Account,
or Commodity Account.


 






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“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.


 


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


 


“Designated Deposit
Account” is Borrower’s deposit account, account number 533818907, maintained at JPMorgan Chase Bank, N.A.


 


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


 


“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 One Billion Dollars ($1,000,000,000.00); 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 then-current direct competitor of Borrower, including Zealand Pharma and
KalVista Pharmaceuticals, as determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with any assignment
by a Lender as a result of 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 under the Code, and includes
without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


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


 


“Excluded Subsidiary”
means each direct and indirect Subsidiary of Borrower (a) that is a CFC, (b) that is a direct or indirect Subsidiary of a CFC,
or (c) substantially all of the assets of which are equity interests (or equity interests and debt interests) in one or more CFCs;
in each case, provided that (i) the pledge of all of the equity interests of such Subsidiary as Collateral or (ii) the guarantee
by such Subsidiary of the Obligations would result in material adverse tax consequences to Borrower (as reasonably determined by Borrower
and Collateral Agent).


 






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“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.


 


“Exit Fee Agreement”
is that certain Exit Fee Agreement, dated as of the date hereof, by and among Collateral Agent, as agent, Borrower and the Lenders, as
amended, amended and restated, supplemented or otherwise modified from time to time.


 


“FDA” means
the U.S. Food and Drug Administration or any successor thereto.


 


“Fee Letter”
means that certain Fee Letter dated the Effective Date, between Borrower and SLR, as amended, amended and restated, supplemented or otherwise
modified from time to time.


 


“Foreign Currency”
means lawful money of a country other than the United States.


 


“Funding Date”
is any date on which a Term Loan 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 under the Code, 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 federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality
or political subdivision thereof (including the FDA) or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case whether associated with a state or locality
of the United States, the United States, or a foreign government.


 


“Guarantor”
is any Person providing a Guaranty in favor of Collateral Agent for the benefit of the Secured Parties (including without limitation pursuant
to Section 6.10).


 


“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.


 






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“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, (d) non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid
under a letter of credit, banker’s acceptance or similar instrument, (e) equity securities of such Person subject to repurchase
or redemption other than at the sole option of such Person, (f) obligations secured by a Lien on any asset of such Person, whether
or not such obligation is otherwise an obligation of such Person, (g) “earnouts”, purchase price adjustments, profit
sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such
Person arising out of purchase and sale contracts, (h) all Indebtedness of others guaranteed by such Person, (i) off-balance
sheet liabilities and/or pension plan or multiemployer plan liabilities of such Person, (j) obligations arising under non-compete
agreements, (k) obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than
those arising in the ordinary course of business and (l) Contingent Obligations.


 


“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 or proceedings seeking reorganization, arrangement, or other relief.


 


“Insolvent”
means not Solvent.


 


“Intellectual Property”
means all of Borrower’s or any of its Subsidiaries’ 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.


 


“Intellectual Property
Security Agreement” means that certain Intellectual Property Security Agreement dated as of the Effective Date between (a) Borrower
and/or Guarantor and (b) Collateral Agent, as the same may from time to time be amended, restated, modified or otherwise supplemented.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended.


 


“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 under the Code, 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.


 






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


 


“IRS” means
the United States Internal Revenue Service.


 


“Key Person”
is each of Borrower’s (i) Chief Executive Officer, who is Nevan Charles Elam as of the Effective Date, (ii) Vice President
of Finance, who is Chris Milks as of the Effective Date, and (iii) Head of Clinical Development, who is Brian Roberts as of the Effective
Date.


 


“Knowledge”
means 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.


 


“Lenders’ Expenses”
are (a) all reasonable audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses of one
outside counsel to each of the Collateral Agent and each Lender, as well as appraisal fees, fees incurred on account of lien searches,
inspection fees, and filing fees) for preparing, amending, negotiating and administering the Loan Documents, and (b) all fees and
expenses (including attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection
fees, and filing fees) for 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 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 Fee Letter, each Control Agreement, the Pledge Agreement, the Intellectual Property Security Agreement,
the Exit Fee Agreement, the Perfection Certificates, each Compliance Certificate, the ACH Letter, each Loan Payment Request Form, any
Guarantees, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, any agreements creating
or perfecting rights in the Collateral (including all insurance certificates and endorsements, landlord consents and bailee consents)
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, as applicable, in connection with this Agreement; all as amended, restated, or otherwise modified.


 


“Loan Payment Request
Form” is that certain form attached hereto as Exhibit D.


 


“London Banking Day”
means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Material Adverse
Change” is (a) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower
and its Subsidiaries, when taken as a whole; or (b) a material impairment of (i) the prospect of repayment of any portion of
the Obligations, (ii) the legality, validity or enforceability of any Loan Document, (iii) the rights and remedies of Collateral
Agent or Lenders under any Loan Document except as the result of the action or inaction of the Collateral Agent or Lenders or (iv) the
validity, perfection or priority of any Lien in favor of Collateral Agent for the benefit of the Secured Parties on any of the Collateral
except as the result of the action or inaction of the Collateral Agent or Lenders.


 






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“Material Agreement”
is (a) that certain Office Lease, dated as of January 25, 2019 between Hudson Towers at Shore Center, LLC and Rezolute, Inc.
(as may be further amended or otherwise modified from time to time to the extent permitted herein), (b) that certain Assignment Assumption
and Amendment of Lease dated as of November 1, 2020 by and among Lead Method Inc., Rezolute, Inc. and Taylor Development LLC
(as may be further amended or otherwise modified from time to time to the extent permitted herein), (c) that certain License Agreement,
dated as of December 6, 2017, between XOMA (US) LLC, a Delaware limited liability company, and AntriaBio, Inc. (“AntriaBio”),
a Delaware corporation (n/k/a Rezolute, Inc.) (as amended or otherwise modified from time to time to the extent permitted herein),
(d) that certain Development and License Agreement, dated as of August 4, 2017, by and between ActiveSite Pharmaceuticals, Inc.,
a Delaware corporation, and AntriaBio (as amended or otherwise modified from time to time to the extent permitted herein), (e) that
certain Common Stock Purchase Agreement, dated as of December 6, 2017, between XOMA Corporation, a Delaware corporation, and AntriaBio,
as amended by Amendment No.1 dated as of March 30, 2018, and as amended by Amendment No. 2, dated as of January 7, 2019
(as may be further amended or otherwise modified from time to time to the extent permitted herein), (f) that certain License Agreement,
dated as of September 15, 2020, between Rezolute, Inc. and Handok Inc. (as may be further amended or otherwise modified from
time to time to the extent permitted herein), (g) that certain Purchase Agreement, dated as of December 22, 2017, by and between
Rezolute, Inc. and Capital Fund, LLC (as may be further amended or otherwise modified from time to time to the extent permitted herein),
or (h) any other license, agreement or other contractual arrangement whereby Borrower or any of its Subsidiaries is reasonably likely
to be required to transfer, either in-kind or in cash, prior to the Maturity Date, assets or property valued (book or market) at more
than Two Hundred and Fifty Thousand Dollars ($250,000.00) in the aggregate.


 


“Maturity Date”
is, for each Term Loan, April 1, 2026.


 


“Obligations”
are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Premium,
all fees under the Fee Letter and the Exit Fee Agreement, and any other amounts Borrower owes the Collateral Agent or 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, 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 in connection with this Agreement and the other Loan Documents, and the performance
of Borrower’s duties under the Loan Documents.


 


“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.


 






    9


     


    

 


“Oppenheimer Account”
means account number G83-9000010 of the Borrower held at Oppenheimer Bank.


 


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


 


“Payment Date”
is the first (1st) calendar day of each calendar month, commencing on May 1, 2021.


 


“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;


 


(c)             Subordinated
Debt;


 


(d)             unsecured
Indebtedness to trade creditors and in connection with credit cards incurred in the ordinary course of business in an aggregate amount
not to exceed Two Hundred and Fifty Thousand Dollars ($250,000.00);


 


(e)             Indebtedness
consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries
to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the
aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) at
any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property
so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition,
repair, improvement or construction is made);


 


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


 


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


 


“Permitted Investments”
are:


 


(a)             Investments
disclosed on the Perfection Certificate 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 in which Collateral Agent has a perfected Lien (subject to the terms of this Agreement) for the ratable
benefit of the Secured Parties;


 






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


 


(f)             Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business,
and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors; not to exceed Two Hundred and
Fifty Thousand Dollars ($250,000.00) in the aggregate for (i) and (ii) in any fiscal year;


 


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


 


(h)             Investments
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;


 


(i)              Investments
in Subsidiaries, not to exceed Two Hundred and Fifty Thousand Dollars ($250,000.00) per fiscal year; and


 


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


 


“Permitted Licenses”
are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-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), 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, and (C) 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 this clause (C), the license
(i) 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, (ii) is limited in territory with respect to a specific geographic
country or region (i.e. Japan, Germany, northern China) outside of the United States, and (iii) Borrower has obtained the consent
and acknowledgement of the counterparty to such license for the collateral assignment of such license to the Collateral Agent for the
benefit of the Lenders.


 


“Permitted Liens”
are:


 


(a)              Liens
existing on the Effective Date and disclosed on the Perfection Certificate 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 by appropriate proceedings diligently conducted and for which Borrower maintains adequate reserves on Borrower’s Books
in accordance with GAAP, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code and the Treasury
Regulations adopted thereunder;


 






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


 


(d)             Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long
as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars
($250,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate
proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


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


 


(f)              Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any
extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the
indebtedness may not increase;


 


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


 


(h)             banker’s
liens, rights of setoff and Liens in favor of financial institutions incurred 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(a) hereof;


 


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


 


(j)              Permitted
Licenses.


 


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


 


“Pledge Agreement”
means that certain Pledge Agreement dated as of the Effective Date, between Borrower and Collateral Agent, as amended, amended and restated,
supplemented or otherwise modified from time to time.


 






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“Prepayment Premium”
is, with respect to any Term Loan subject to prepayment, refinancing, substitution or replacement prior to the Maturity Date, whether
by mandatory or voluntary prepayment, acceleration or otherwise (including, but not limited to, upon the occurrence of a bankruptcy or
insolvency event (including the acceleration of claims by operation of law)), an additional fee payable to the Lenders in amount equal
to:


 


(a)            for
a prepayment, refinancing, substitution or replacement made on or after the Effective Date through and including the first anniversary
of the Effective Date, three percent (3.00%) of the principal amount of such Term Loans prepaid;


 


(b)            for
a prepayment, refinancing, substitution or replacement made after the date which is after the first anniversary of the Effective Date
through and including the second anniversary of the Effective Date, two percent (2.00%) of the principal amount of the Term Loans prepaid;
and


 


(c)            for
a prepayment, refinancing, substitution or replacement made after the date which is after the second anniversary of the Effective Date
and prior to the Maturity Date, one percent (1.00%) of the principal amount of the Term Loans prepaid.


 


Notwithstanding the foregoing, SLR agrees to waive
the Prepayment Premium if SLR or any Affiliate of SLR (in their sole and absolute discretion) agree in writing to refinance, substitute,
or otherwise replace the then-outstanding Term Loans prior to the Maturity Date.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 


“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.


 


“Qualified Cash”
is the amount of Borrower’s unrestricted cash and Cash Equivalents held in accounts subject to a Control Agreement in favor of Collateral
Agent.


 


“Qualified Cash A/P
Amount” means the amount of Borrower’s accounts payable that have not been paid within one hundred twenty (120) days from
the invoice date of the relevant account payable.


 


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


 


“Registration”
means any registration, authorization, approval, license, permit, clearance, certificate, and exemption issued or allowed by the FDA or
state pharmacy licensing authorities (including, without limitation, new drug applications, abbreviated new drug applications, biologics
license applications, investigational new drug applications, over-the-counter drug monograph, device pre-market approval applications,
device pre-market notifications, investigational device exemptions, product recertifications, manufacturing approvals, registrations and
authorizations, CE Marks, pricing and reimbursement approvals, labeling approvals or their foreign equivalent, controlled substance registrations,
and wholesale distributor permits).


 


“Regulatory Action”
means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice
of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice
or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.


 


“Related Persons”
means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative,
attorney, accountant and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such
Person or any of its Affiliates.


 






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


 


“Required Lenders”
means (i) for so long as all of the Persons that are Lenders on the Effective Date (each an “Original Lender”)
have not assigned or transferred any of their interests in their Term Loan other than to an Affiliate of such Lender, 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 Chief Executive Officer, the Chief Financial Officer, or the Vice President of Finance of Borrower acting alone.


 


“Second Draw Conditions”
is satisfaction of each of the following: (a) no Event of Default has occurred, (b) Borrower shall have received a minimum of
Thirty-Five Million Dollars ($35,000,000) in unrestricted (i.e., not subject to any redemption, clawback, escrow or similar encumbrance
or restriction) net cash proceeds received from one or more bona fide equity or Subordinated Debt financings after February 18, 2021,
(c) Borrower shall have achieved the primary endpoints, as set forth in the applicable clinical study protocol, for the Phase 2b
clinical study of RZ358 in patients with congenital hyperinsulinism, clinicaltrials.gov identifier NCT04538989, and (d) Borrower
shall have achieved the primary endpoints, as set forth in the applicable clinical study protocol, for the Phase 1 single ascending dose
clinical study of RZ402 in patients with diabetic macular edema, where the achievement of the primary endpoints has been determined by
the principal investigator of such Phase 1 clinical trial and confirmed by Collateral Agent and the Lenders based upon written evidence
reasonably satisfactory to Collateral Agent and the Lenders.


 


“Second Draw Period”
is the period commencing on date Borrower satisfies the Second Draw Conditions and ending on the earlier of (a) January 25,
2022 and (b) the occurrence of an Event of Default.


 


“Secured Parties”
means the Collateral Agent and the Lenders.


 


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


 


“SOFR”
means the daily Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York as the administrator of the benchmark
(or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Solvent”
means, with respect to any Person, that (a) the fair salable value of such Person’s consolidated assets (including goodwill
minus disposition costs) exceeds the fair value of such Person’s liabilities, (b) such Person is not left with unreasonably
small capital giving effect to the transactions contemplated by this Agreement and the other Loan Documents, and (c) such Person
is able to pay its debts (including trade debts) as they mature in the ordinary course (without taking into account any forbearance and
extensions related thereto).


 






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“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 Required 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 Required Lenders in their sole discretion.


 


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


 


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


 


“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 Conditions”
is each of the following: (a) no Event of Default has occurred, (b) Borrower shall have satisfied Second Draw Conditions on
or prior to January 25, 2022, (c) Borrower shall have received a minimum of Seventy Million Dollars ($70,000,000) in unrestricted
(i.e., not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds received from one
or more bona fide equity or Subordinated Debt financings, in aggregate (inclusive of any proceeds applied towards the Second Draw Conditions)
after February 18, 2021, and (d) Borrower shall have achieved the primary endpoints, as set forth in the applicable clinical
study protocol, for the Phase 1 multiple ascending dose clinical study of RZ402 in patients with diabetic macular edema, where the achievement
of the primary endpoints has been determined by the principal investigator of such Phase 1 clinical trial and confirmed by Collateral
Agent and the Lenders based upon written evidence reasonably satisfactory to Collateral Agent and the Lenders.


 


“Third Draw Period”
is the period commencing on the date Borrower satisfies the Third Draw Conditions and ending on the earlier of (a) September 25,
2022 and (b) the occurrence of an Event of Default.


 


“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 and each of its Subsidiaries connected with and symbolized by such trademarks.


 


“Unqualified Opinion”
means an opinion on financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable
discretion which opinion shall not include any qualifications or any going concern limitations.


 


		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.


 






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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 principal amount of Fifteen Million Dollars ($15,000,000.00) 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 principal amount of up to Seven Million and Five Hundred Thousand Dollars ($7,500,000) 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 principal amount of up to Seven Million and Five Hundred Thousand Dollars ($7,500,000.00) 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,
the 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 after such Funding Date. Commencing
on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall (i) make monthly payments
of interest to each Lender in accordance with its Pro Rata Share calculated by Collateral Agent (which calculations shall be deemed
correct absent manifest error) based upon the effective rate of interest applicable to the Term Loan, as determined in Section 2.3(a) plus
(ii) make consecutive equal monthly payments of principal to each Lender in accordance with its Pro Rata Share as calculated by
Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (A) the respective principal amounts
of such Lender’s Term Loans outstanding, and (B) a repayment schedule equal to straight-line amortization of thirty-six (36)
months or twenty-four (24) months, depending on the applicable Amortization Date. All unpaid principal and accrued and unpaid interest
with respect to each such Term Loan is due and payable in full on the Maturity Date. The Term Loans may only be prepaid in accordance
with Sections 2.2(c) and 2.2(d).


 


(c)      Mandatory
Prepayments. If the Term Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency
event (including the acceleration of claims by operation of law)), 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) any fees payable under the Fee Letter by reason of such
prepayment, (iii) the Prepayment Premium, 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 any fees payable under the Fee Letter by reason of such prepayments had not previously been paid in full in
connection with the prepayment of the Term Loans in full, Borrower shall pay to each Lender in accordance with the terms of the Fee Letter.
The Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure
(whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE BORROWER AND EACH GUARANTOR EXPRESSLY
WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT
THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION.


 






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(d)       Permitted
Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all of the outstanding principal balance
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 five (5) Business Days prior to such prepayment, and (ii) pays to the Lenders
on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share an amount equal to the sum of
(A) the outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) any
fees payable under the Fee Letter by reason of such prepayment, (C) the Prepayment Premium, plus (D) all other Obligations
that are due and payable on such prepayment date, including any Lenders’ Expenses and interest at the Default Rate (if any) with
respect to any past due amounts.


 


2.3          Payment
of Interest on the Term Loans.


 


(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 Applicable Rate in effect from time to time, which aggregate interest rate shall be determined by Collateral
Agent on the third Business Day prior to the Funding Date of the applicable Term Loan and on the date occurring on the first Business
Day of the month prior to each Payment Date occurring thereafter, which interest shall be payable monthly in arrears in accordance with
Sections 2.2(b) and 2.3(e). Except as set forth in Section 2.2(b), such 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 (or any payment is made hereunder).


 


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


 


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


 


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


 






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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 Person’s office in immediately available funds on the date specified herein. Unless otherwise
provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon
Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not
a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until
paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and
all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the
United States and in immediately available funds. Collateral Agent may at its discretion and with prior notice of at least one (1) Business
Day, initiate debit entries to the Borrower’s account as authorized on the ACH Letter (i) on each payment date of all Obligations
then due and owing, (ii) at any time any payment due and owing with respect to Lender Expenses, and (iii) upon an Event of
Default, any other Obligations outstanding.


 


2.4          Fees.
Borrower shall pay to Collateral Agent and/or Lenders (as applicable) the following fees, which shall be deemed fully earned and
non-refundable upon payment:


 


(a)        Fee
Letter. When due and payable under the terms of the Fee Letter and the Exit Fee Agreement, to Collateral Agent and each Lender, as
applicable, the fees set forth in the Fee Letter and the Exit Fee Agreement.


 


(b)        Prepayment
Premium. The Prepayment Premium, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata
Shares. Borrower expressly agrees (to the fullest extent that each may lawfully do so) that: (i) the Prepayment Premium is reasonable
and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the
Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has
been a course of conduct between Collateral Agent, Lenders and Borrower giving specific consideration in this transaction for such agreement
to pay the Prepayment Premium and (iv) Borrower shall be estopped hereafter from claiming differently than as agreed to in this
paragraph. Borrower expressly acknowledges that its agreement to pay the Prepayment Premium to Lenders as herein described is a material
inducement to Lenders to provide the Term Loan Commitments and make the Term Loans.


 


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


 


2.5          Taxes;
Increased Costs. Borrower, Collateral Agent and the Lenders each hereby agree to the terms and conditions set forth on Exhibit C
attached hereto.


 


2.6          Secured
Promissory Notes. If requested by a Lender, the Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached
as Exhibit H 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, absent manifest error, prima facie evidence of the
principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on
such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured
Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon
receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower
shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.


 






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		3.	CONDITIONS
                                            OF LOANS



 


3.1          Conditions
Precedent to Initial Term Loan. 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)        a
completed Perfection Certificate for Borrower and each of its Subsidiaries;


 


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


 


(d)        a
duly executed Fee Letter;


 


(e)        a
duly executed Exit Fee Agreement;


 


(f)         a
duly executed Intellectual Property Security Agreement;


 


(g)        a
landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each of the Subsidiaries’
leased locations;


 


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


 


(i)        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;


 


(j)        a
certificate of Borrower and each Guarantor in substantially the form of Exhibit F hereto executed by the Secretary of Borrower with
appropriate insertions and attachments, including with respect to (i) the Operating Documents of Borrower and each Guarantor (which
Certificate of Incorporation of Borrower and each Guarantor shall be certified by the Secretary of State of the State of Delaware) and
(ii) the resolutions adopted by Borrower’s and each Guarantor’s board of directors for the purpose of approving the
transactions contemplated by the Loan Documents;


 


(k)        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 Term Loan, will be terminated
or released;


 


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


 


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


 






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(n)       payment
of the fees payable under the terms of the Fee Letter and Lenders’ Expenses then due as specified in Section 2.4 hereof.


 


3.2          Conditions
Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject
to the following conditions precedent:


 


(a)       receipt
by Collateral Agent of an executed Loan Payment Request Form in the form of Exhibit D attached hereto;


 


(b)       the
representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the Funding
Date of each Term Loan; 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 funding of such Term Loan;


 


(c)       in
such Lender’s reasonable discretion, there has not been any Material Adverse Change;


 


(d)       No
Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; and


 


(e)      payment
of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof (including payment of the fees payable
under the terms of the Fee Letter).


 


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 Term Loan. Borrower expressly agrees that a Term Loan 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 Term Loan in the absence of a required item shall be made in each Lender’s sole discretion.


 


3.4          Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this
Agreement, to obtain a Term Loan (other than the Term Loan funded on the Effective Date), Borrower shall notify the Lenders (which notice
shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon New York City 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 Collateral Agent by electronic mail or facsimile a completed Loan Payment Request Form executed by a Responsible Officer or his
or her designee. The Collateral Agent may rely on any telephone notice given by a person whom Collateral Agent reasonably believes is
a Responsible Officer or designee. On the Funding Date related to any Term Loan, each Lender shall credit and/or transfer (as applicable)
to the Designated Deposit Account, an amount equal to its Term Loan Commitment in respect of such Term Loan.


 


3.5          Post-Closing
Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered
or completed on or prior to the Effective Date, the Borrower shall, no later than (i) thirty (30) days after the Effective Date
(or such later date as Collateral Agent may agree), deliver to the Collateral Agent (a) written evidence that the full payment for
the IRS tax lien filed against the Borrower with the Secretary of State of the State of Colorado on November 13, 2019 with the document
number 20192104605 has been made and (b) a bailee waiver letter executed in favor of Collateral Agent in respect of each third party
bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred and Fifty Thousand Dollars
($250,000) and (ii) one hundred and eighty (180) days after the Effective Date, move the Collateral stored with Charles River Laboratories,
including at 358 Technology Drive, Malvern, PA 19355, to a location covered by a bailee waiver letter executed in favor of the Collateral
Agent as required under this Agreement.


 






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		4.	CREATION
                                            OF SECURITY INTEREST



 


4.1          Grant
of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Secured Parties, to secure the payment
and performance in full of all of the Obligations, a continuing first priority security interest in, and pledges to Collateral Agent,
for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising,
and all proceeds and products and supporting obligations (as defined in the Code) in respect thereof. If Borrower shall acquire any commercial
tort claim (as defined in the Code), Borrower shall grant to Collateral Agent, for the ratable benefit of the Secured Parties, a first
priority security interest therein and in the proceeds and products and supporting obligations (as defined in the Code) thereof, all
upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.


 


If this Agreement is terminated,
Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are
repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time
as the Lenders’ obligation to extend Term Loans has terminated, Collateral Agent shall, at the sole cost and expense of Borrower,
release its Liens in the Collateral and all rights therein shall revert to Borrower.


 


4.2          Authorization
to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take any other action required
to perfect Collateral Agent’s security interests in the Collateral (held for the ratable benefit of the Secured Parties), without
notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan
Documents. Such financing statements may include an indication that the financing statement covers “all assets or all personal
property” of such Loan Party or words to similar effect in accordance with Section 9-504 of 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 so 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
and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and
collectively, the “Perfection Certificates”). Borrower represents and warrants that all the information set forth
on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete.


 






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The execution, delivery and
performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is, or they are, a party have been duly authorized,
and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective
Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable
thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award
of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require
any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental
Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or
(v) constitute an event of default under any material agreement by which Borrower, any of its Subsidiaries or any of 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 in 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 as required under this Agreement. The Accounts are bona fide, existing obligations
of the Account Debtors.


 


(b)       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 involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien.


 


(c)       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, and (ii)  no such third party bailee possesses components of the Collateral in excess of Two Hundred and Fifty Thousand
Dollars ($250,000.00).


 


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


 


(e)       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 Certificate (which, upon the consummation of a transaction not prohibited
by this Agreement, may be updated to reflect such transaction), neither Borrower nor any of its Subsidiaries is a party to, nor is bound
by, any material license or other Material Agreement.


 


(f)       None
of Borrower or any of its Subsidiaries has used any software or other materials that are subject to an open-source or similar license
(including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively, “Open
Source Licenses”) in a manner that would cause any software or other materials owned by the Borrower or used in any of the
Borrower’s products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to
third parties for the purpose of creating modifications or derivative works, or (iii) subject to the terms of such Open Source License.


 


5.3          Litigation.
Except as disclosed on the Perfection Certificate or with respect to which Borrower has provided notice as required hereunder, there
are no actions, suits, investigations, or proceedings pending or, to the Knowledge of the Responsible Officers, threatened in writing
by or against Borrower or any of its Subsidiaries involving more than Two Hundred and Fifty Thousand Dollars ($250,000.00).


 






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5.4          No
Material Adverse Change; Financial Statements. All consolidated financial statements for Borrower and its consolidated Subsidiaries,
delivered to Collateral Agent fairly present, in conformity with GAAP, and in all material respects the consolidated financial condition
of Borrower and its consolidated Subsidiaries, and the consolidated results of operations of Borrower and its consolidated Subsidiaries.
Since December 31, 2019, there has not been a Material Adverse Change.


 


5.5          Solvency.
Borrower is Solvent. Borrower and each of its Subsidiaries, when taken as a whole, is Solvent.


 


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


 


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 have timely filed all required tax returns and
reports, and Borrower and each of its Subsidiaries have timely paid all foreign, federal, state, and local Taxes, assessments, deposits
and contributions owed by Borrower and such Subsidiaries in an amount greater than Ten Thousand Dollars ($10,000), in all jurisdictions
in which Borrower or any such Subsidiary is subject to Taxes, including the United States, unless such Taxes are being contested in accordance
with the next sentence. Borrower and each of its Subsidiaries may defer payment of any contested Taxes, provided that Borrower or such
Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted
and conducted; (b) notifies Collateral Agent of the commencement of, and any material development in, the proceeding; and (c) maintains
adequate reserves or other appropriate provisions on its books in accordance with GAAP, provided, further, that such action would not
involve, in the reasonable judgment of Collateral Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral.
Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiary’s
prior Tax years which could result in additional Taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of
its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance
with their terms, and neither Borrower nor any of its Subsidiaries has withdrawn from participation in, has permitted partial or complete
termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected
to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other Governmental Authority.


 


5.9          Use
of Proceeds. Borrower shall use the proceeds of the Term Loans as working capital and to fund its general business requirements,
and not for personal, family, household or agricultural purposes.


 


5.10        Full
Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written
statement, when taken as a whole, 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 projections and forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may
differ from the projected or forecasted results).


 


		6.	AFFIRMATIVE
                                            COVENANTS



 


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


 


6.1          Government
Compliance.


 


(a)       Other
than specifically permitted hereunder, 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 Secured Parties, in all of the Collateral.


 


6.2          Financial
Statements, Reports, Certificates; Notices.


 


(a)       Deliver
to Collateral Agent:


 


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


 



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


 


(iii)      as
soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year or within five (5) days
of filing of the same with the SEC, audited consolidated financial statements covering the consolidated operations of Borrower and its
consolidated Subsidiaries for such fiscal year, prepared under GAAP, consistently applied, together with an Unqualified Opinion on the
financial statements;


 


(iv)      as
soon as available after approval thereof by Borrower’s board of directors, but no later than the earlier of (x) ten (10) days’
after such approval and (y) February 28 of such year, Borrower’s annual financial projections for the entire current
fiscal year as approved by Borrower’s board of directors; provided that, any revisions to such 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);


 


(v)       within
five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s security
holders or holders of Subordinated Debt (other than materials provided to members of the Borrower’s board of directors solely in
their capacities as security holder or holders of Subordinated Debt);


 


(vi)      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;


 


(vii)     [reserved];


 


(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);


 


(ix)      prompt
delivery of (and in any event 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 that otherwise could reasonably be expected to have a Material
Adverse Change;


 


(x)      prompt
notice of any event that (A) could reasonably be expected to materially and adversely affect the value of the Intellectual Property
or (B) could reasonably be expected to result in a Material Adverse Change;


 


(xi)     written
notice delivered at least (10) days’ prior to Borrower’s creation of a New Subsidiary in accordance with the terms of
Section 6.10;


 






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(xii)     written
notice delivered at least (30) days’ prior to Borrower’s (A) adding any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than Two Hundred and Fifty Thousand Dollars ($250,000.00) in assets
or property of Borrower or any of its Subsidiaries), (B) changing its respective jurisdiction of organization, (C) changing
its organizational structure or type, (D) changing its respective legal name, or (E) changing any organizational number(s) (if
any) assigned by its respective jurisdiction of organization;


 


(xiii)    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, prompt (and in any event within three (3) Business Days) written notice 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, and Borrower’s proposal regarding how to cure such Event of
Default or event;


 


(xiv)    immediate
notice 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;


 


(xv)     notice
of any commercial tort claim (as defined in the Code) or letter of credit rights (as defined in the Code) held by Borrower or any Guarantor,
in each case in an amount greater than Two Hundred and Fifty Thousand Dollars ($250,000.00) and of the general details thereof;


 


(xvi)    if
Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, written notice of such occurrence and
information regarding such Person’s organizational identification number within seven (7) Business Days of receiving such
organizational identification number;


 


(xvii)   prompt
notice of the execution any Material Agreement or any amendment to, modification of, termination of or waiver under any Material Agreement;
and


 


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


 


Notwithstanding the foregoing, the financial
statements required to be delivered pursuant to clauses (ii) and (iii) above may be delivered electronically (including via
the SEC’s EDGAR website) 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 (or, in the case of (ii) below, no later than thirty (30) days after the last day of each fiscal quarter),
deliver to Collateral Agent:


 


(i)        a
duly completed Compliance Certificate signed by a Responsible Officer;


 


(ii)       an
updated Perfection Certificate to reflect any amendments, modifications and updates, if any, to certain information in the Perfection
Certificate after the Effective Date to the extent such amendments, modifications and updates are permitted by one or more specific provisions
in this agreement;


 


(iii)      copies
of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries;


 


(iv)      written
notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof;


 






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(v)       prompt
written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries,
which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred and Fifty Thousand
Dollars ($250,000.00); and


 


(vi)     written
notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Two Hundred and Fifty Thousand Dollars
($250,000.00) individually or in the aggregate in any calendar year.


 


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


 


6.3          Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower,
or any of its Subsidiaries, as applicable, and their respective Account Debtors shall follow Borrower’s, or such Subsidiary’s,
customary practices as they exist as of the Effective Date.


 


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 pay, all foreign, federal, state, and local Taxes, assessments, deposits and contributions
owed by Borrower or its Subsidiaries, except as otherwise permitted pursuant to the terms of Section 5.8 hereof; deliver to Collateral
Agent, on demand, appropriate certificates attesting to such payments; and pay all amounts necessary to fund all present pension, profit
sharing and deferred compensation plans in accordance with the terms of such plans.


 


6.5          Insurance.
Keep Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies
in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies
shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders. All property policies
shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and shall waive subrogation against
Collateral Agent, and all liability policies shall show, or have endorsements showing, Collateral Agent (for the ratable benefit of the
Secured Parties), as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect
to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement
upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral
Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. At Collateral
Agent’s request, Borrower shall deliver to the Collateral Agent 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 Secured Parties, on account of the then-outstanding 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 within ninety
(90) days of receipt thereof up to Two Hundred and Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Five
Hundred Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement
promptly 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 (but has no obligation to do so), 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)        Borrower
shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any Guarantor establishes any Collateral
Account. In addition, for each Collateral Account that Borrower or any Guarantor, at any time maintains, Borrower or such Guarantor 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 (held for the ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such
Collateral Account. The provisions of the previous sentence shall not apply to Deposit Accounts exclusively used for payroll, payroll
Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Guarantor’s, employees and
identified to Collateral Agent by Borrower as such in the Perfection Certificate, provided that the amount deposited therein shall not
exceed the amount reasonably expected to be due and payable for the next two (2) succeeding pay periods.


 


(b)        Neither
Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section 6.6.


 


(c)        Borrower
shall cause Oppenheimer Bank to transfer all funds deposited in the Oppenheimer Account, net of fees due to Oppenheimer Bank, to a Collateral
Account subject to a Control Agreement within two (2) Business Days of any such funds’ deposit into the Oppenheimer Account.


 


6.7          Protection
of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a)  protect, defend and maintain the validity
and enforceability of its respective Intellectual Property that is material to its business; (b) promptly advise Collateral Agent
in writing of material infringement by a third party of its respective Intellectual Property that is material to its respective business;
and (c) not allow any of its respective Intellectual Property material to its respective 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, 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          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, in the event that the Collateral at any new location is
valued (based on book value) in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00) in the aggregate, at Collateral Agent’s
election, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form
and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such
storage with or delivery to any such bailee, as the case may be.


 



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6.10        Creation/Acquisition
of Subsidiaries. In the event that the Borrower or any Subsidiary of the Borrower creates or acquires any Subsidiary after the Effective
Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower
or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following
with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this
Agreement): (i) if such New Subsidiary is not an Excluded Subsidiary, to cause such New Subsidiary to become either a co-Borrower
hereunder, or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent a perfected
security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such
New Subsidiary that is not an Excluded Subsidiary, or (B) (1) 65% of the stock, units or other evidence of ownership which
entitle the holder thereof to vote for directors or any other matter and (2) 100% of the stock, units or other evidence of ownership
which do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or its Subsidiaries
of any such New Subsidiary which is an Excluded Subsidiary. Notwithstanding the foregoing, immediately upon any change in the U.S. tax
laws that would (i) result in such New Subsidiary ceasing to be an Excluded Subsidiary, Borrower shall cause such New Subsidiary
to become either a co-Borrower hereunder or a secured guarantor with respect to the Obligations, or (ii) allow the pledge of a greater
percentage of such voting equity interests of such New Subsidiary without material adverse tax consequences to Borrower, Borrower shall
cause to be granted and pledged to Collateral Agent a perfected security interest in such greater percentage of voting equity interests
of such New Subsidiary, in each case from that time forward.


 


6.11        Further
Assurances. 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.


 


		7.	NEGATIVE
                                            COVENANTS



 


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


 


7.1          Dispositions.
Convey, sell, lease, transfer, assign, dispose of, license (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 or obsolete Equipment; (c) in connection with Permitted Liens, Permitted Investments and Permitted Licenses;
or (d) cash or Cash Equivalents pursuant to transactions not prohibited by this Agreement.


 


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 or such Subsidiary, as applicable, as of the Effective Date or reasonably related
thereto; (b) liquidate or dissolve; or (c) (i) permit any Key Person to cease being actively engaged in the management
of Borrower unless written notice thereof is provided to Collateral Agent within ten (10) days of such cessation, or (ii) enter
into any transaction or series of related transactions in which (A) the stockholders of Borrower who were not stockholders immediately
prior to the first such transaction own more than 35% of the voting stock of Borrower immediately after giving effect to such transaction
or related series of such transactions and (B) except as permitted by Section 7.3, Borrower ceases to own, directly or indirectly,
100% of the ownership interests in each Subsidiary of Borrower. Borrower shall not, and shall not permit any of its Subsidiaries to,
without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than Two Hundred and Fifty Thousand Dollars ($250,000.00)
in assets or property of Borrower or any of its Subsidiaries, as applicable); (B) change its respective jurisdiction of organization,
(C) except as permitted by Section 7.3, change its respective organizational structure or type, (D) change its respective
legal name, or (E) change any organizational number(s) (if any) assigned by its respective 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 or shares or any property of another Person,
in each case including for the avoidance of doubt through a merger, purchase, in-licensing arrangement or any similar transaction. 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 in accordance with Section 6.10) or with (or into)
Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as
a result therefrom.


 


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


 


7.5          Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale
of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to
the first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or
other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Secured Parties) 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”.


 


7.6         Maintenance
of Collateral Accounts. With respect to Borrower any Guarantors, maintain any Collateral Account except pursuant to the terms of
Section 6.6 hereof.


 


7.7          Restricted
Payments. (a) Declare or pay any dividends (other than dividends payable solely in capital stock) or make any other distribution
or payment in respect of or redeem, retire or purchase any capital stock (other than (i) the declaration or payment of dividends
to Borrower or its Subsidiaries, (ii) so long as no Event of Default or event that with the passage of time would result in an Event
of Default exists or would result therefrom, the declaration or payment of any dividends solely in the form of equity securities, and
(iii) 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 and Fifty Thousand
Dollars ($250,000.00) in the aggregate per fiscal year), (b) other than the Obligations in accordance with the terms hereof, purchase,
redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to
its scheduled maturity unless being replaced with Indebtedness of at least the same principal amount and such new Indebtedness is Permitted
Indebtedness, or (c) be a party to or bound by an agreement that restricts a Subsidiary from paying dividends or otherwise distributing
property to Borrower.


 


7.8          Investments.
Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so other than
Permitted Investments.


 


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


 



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7.10        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.


 


7.11        Compliance.
(a) 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 Term Loan for that purpose;
(b) fail to meet the minimum funding requirements of ERISA; (c) permit a Reportable Event or Prohibited Transaction, as defined
in ERISA, to occur; (d) fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the
violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; or (e) 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.


 


7.12        Compliance
with Anti-Terrorism Laws. Directly or indirectly, knowingly or permit any Affiliate to enter into any documents, instruments, agreements
or contracts with any Person listed on the OFAC Lists. Directly or indirectly or permit any Affiliate to, (a) 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, (b) 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 (c) 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.


 


7.13        Financial
Covenant. Permit, at any time from the earlier of (1) December 31, 2021 and (2) the Funding Date of the Second Draw,
Qualified Cash to be less than the sum of Five Million Dollars ($5,000,000) plus Qualified Cash A/P Amount.


 


7.14        Material
Agreements. Without the consent of Collateral Agent, (a) enter into a Material Agreement or (b) materially amend a Material
Agreement.


 


		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 Term Loan on its due date, or (b) pay any
other Obligation 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);


 






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8.2          Covenant
Default.


 


(a)         Borrower
or any of its Subsidiaries fails or neglects to perform any obligation in Section 6.2 (Financial Statements, Reports, Certificates;
Notices), Section 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9
(Landlord Waivers; Bailee Waivers), 6.10 (Creation/Acquisition of Subsidiaries) or Borrower violates any provision 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 other Loan Document to which such person is a party, and as to any default (other than those specified
in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the
default within fifteen (15) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within
the fifteen (15) day period or cannot after diligent attempts by Borrower or such Subsidiary, as applicable, be cured within such fifteen
(15) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which
shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to
cure the default shall not be deemed an Event of Default (but no Term Loans shall be made during such cure period).


 


8.3          Material
Adverse Change. There occurs any circumstance or circumstances that could have a Material Adverse Change;


 


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 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) of this clause (a) are not, within
ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); 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 Term Loans shall be extended while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding
is dismissed);


 


8.6          Other
Agreements. There is a default in (a) any agreement to which Borrower or any of its Subsidiaries is a party with a third party
or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00) or that could reasonably be expected to have a Material
Adverse Change or (b) there is any default under a Material Agreement (as amended or otherwise modified from time to time) that
permits the counterparty thereto to accelerate the payments owed thereunder;


 


8.7          Judgments.
One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two
Hundred and Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which (a) Borrower reasonably
believes such insurance carrier will accept liability, (b) Borrower or the applicable Subsidiary has submitted such claim to such
insurance carrier and (c) liability has not been rejected 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;


 






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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 the 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, when taken as a whole, is incorrect in any material respect when made;


 


8.9          Subordinated
Debt. A default or breach occurs under any subordination agreement, or any creditor that has signed such an agreement with Collateral
Agent or the Lenders breaches any terms of such agreement;


 


8.10        Guaranty.
(a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform
any obligation or covenant under any Guaranty; or (c) any circumstance described in Section 8 occurs with respect to any Guarantor.


 


8.11        Governmental
Approvals; FDA Action. (a) 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 (b) (i) the FDA, DOJ or other Governmental
Authority initiates a Regulatory Action or any other enforcement action against Borrower or any of its Subsidiaries or any supplier of
Borrower or any of its Subsidiaries that causes Borrower or any of its Subsidiaries to recall, withdraw, remove or discontinue manufacturing,
distributing, and/or marketing any of its products, even if such action is based on previously disclosed conduct; (ii) the FDA or
any other comparable Governmental Authority issues a warning letter to Borrower or any of its Subsidiaries with respect to any of its
activities or products which could reasonably be expected to result in a Material Adverse Change; (iii) Borrower or any of its Subsidiaries
conducts a mandatory or voluntary recall which could reasonably be expected to result in liability and expense to Borrower or any of
its Subsidiaries of Five Hundred Thousand Dollars ($500,000.00) or more; (iv) Borrower or any of its Subsidiaries enters into a
settlement agreement with the FDA, DOJ or other Governmental Authority that results in aggregate liability as to any single or related
series of transactions, incidents or conditions, of Two Hundred and Fifty Thousand Dollars ($250,000.00) or more, or that could reasonably
be expected to result in a Material Adverse Change, even if such settlement agreement is based on previously disclosed conduct; or (v) the
FDA or any other comparable Governmental Authority revokes any authorization or permission granted under any Registration, or Borrower
or any of its Subsidiaries withdraws any Registration, that could reasonably be expected to result in a Material Adverse Change.


 


8.12        Lien
Priority. Except as the result of the action or inaction of the Collateral Agent or the Lenders, 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 arising as a matter of applicable law.


 



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		9.	RIGHTS
                                            AND REMEDIES



 


9.1          Rights
and Remedies.


 


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


 


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


 


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


 


(ii)         make
a demand for payment upon any Guarantor pursuant to the Guaranty delivered by such Guarantor;


 


(iii)        apply
to the Obligations any (A) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, (B) any
amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower, or (C) amounts
received from any Guarantors in accordance with the respective Guaranty delivered by such Guarantor; and/or


 


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


 


(c)        Without
limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and
during the continuance of an Event of Default, Collateral Agent shall have the right and at the written direction of the Required Lenders
shall, 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 reasonably necessary to protect the Collateral and/or its Liens in the Collateral (held for the ratable
benefit of the Secured Parties). Borrower shall assemble the Collateral if Collateral Agent requests and make it available at such 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, any of 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;


 



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(iv)      place
a “hold” on any Collateral Account maintained with Collateral Agent or any Lender or otherwise in respect of which a Control
Agreement has been delivered in favor of Collateral Agent (for the ratable benefit of the Secured Parties) 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.


 


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 of
Borrower directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make,
settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance,
security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate
or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable
law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’
name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral
regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied
in full and Collateral Agent and the Lenders are under no further obligation to make extend Term Loans hereunder. Collateral Agent’s
foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights
and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully
repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Term Loans terminates.


 


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


 



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9.4            Application
of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the
continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments
at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part
of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have
the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral
Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other
realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid
interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued
on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other Obligations 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 the
Lenders’ Pro Rata Shares 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 Pro Rata Share 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 Pro Rata Share of scheduled payments
made on any date or dates, then such Lender shall remit to Collateral Agent or other the 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 Pro Rata Share, then the portion of such payment
or distribution in excess of such Lender’s Pro Rata Share shall be received and held by such Lender in trust for and shall be promptly
paid over to the other Lenders (in accordance with their respective Pro Rata Shares) for application to the payments of amounts due on
such 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 the Secured
Parties for purposes of perfecting Collateral Agent’s security interest therein (held for the ratable benefit of the Secured Parties).


 


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


 






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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 by Borrower 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



 


Other than as specifically
provided herein, all notices, consents, requests, approvals, demands, or other communication (collectively, “Communications”)
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; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when
delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile
number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number
by giving the other party written notice thereof in accordance with the terms of this Section 10.


 


	If
    to Borrower:	Rezolute, Inc.

    201 Redwood Shores Parkway, Suite 315, 

Redwood City, CA 94065

    Attn: Nevan C. Elam

    Email: nevan@rezolutebio.com

	 	 
	with
    a copy (which shall not constitute notice) to:	Dorsey &
                                            Whitney LLP

    1400 Wewatta St, Ste 400

    Denver, CO 80202-5549

    Attn: Anthony W. Epps

    Email: epps.anthony@dorsey.com

	 	 
	If
    to Collateral Agent:	SLR
                                            Investment Corp.

    500 Park Avenue, 3rd Floor

    New York, NY 10022

    Attention: Anthony Storino

    Fax: (212) 993-1698

    Email: astorino@slrcp.com




 






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	with
    a copy (which shall not constitute notice) to:	LATHAM &
                                            WATKINS LLP

    505 Montgomery Street, Suite 2000

    San Francisco, CA 94111

    Attention: Haim Zaltzman

    Facsimile: (415) 395-8095

    Email: haim.zaltzman@lw.com



 


		11.	CHOICE
                                            OF LAW, VENUE AND JURY TRIAL WAIVER



 


11.1            Waiver
of Jury Trial. EACH OF BORROWER, COLLATERAL AGENT AND LENDERS UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY,
ANY DEALINGS AMONG BORROWER, COLLATERAL AGENT AND/OR LENDERS RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG BORROWER, COLLATERAL AGENT AND/OR LENDERS. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


11.2            Governing
Law and Jurisdiction. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS (EXCLUDING THOSE LOAN DOCUMENTS THAT BY THEIR OWN TERMS ARE EXPRESSLY
GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL, PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY JURISDICTION
OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL
MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.


 


11.3            Submission
to Jurisdiction. Any legal action or proceeding with respect to the Loan Documents shall be brought exclusively in the courts of
the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District
of New York and, by execution and delivery of this Agreement, Borrower hereby accepts for itself and in respect of its Property, generally
and unconditionally, the jurisdiction of the aforesaid courts. Notwithstanding the foregoing, Collateral Agent and Lenders shall have
the right to bring any action or proceeding against Borrower (or any property of Borrower) in the court of any other jurisdiction Collateral
Agent or Lenders deem necessary or appropriate in order to realize on the Collateral or other security for the Obligations. The parties
hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non
conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.


 






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11.4            Service
of Process. Borrower irrevocably waives personal service of any and all legal process, summons, notices and other documents and other
service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America
with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable requirements
of law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrower specified herein
(and shall be effective when such mailing shall be effective, as provided therein). Borrower agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.


 


11.5            Non-exclusive
Jurisdiction. Nothing contained in this Article 11 shall affect the right of Collateral Agent or Lenders to serve process in
any other manner permitted by applicable requirements of law or commence legal proceedings or otherwise proceed against Borrower in any
other jurisdiction.


 


		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 prior written consent
(which may be granted or withheld in Collateral Agent’s discretion, subject to Section 12.5). 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 (i) any Transfer at any time that an Event of Default has occurred and
is continuing, or (ii) 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 Collateral Agent (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 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 then-current direct competitor of Borrower, as reasonably determined by Collateral Agent at the time of such assignment.
Collateral Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States a
register for the recordation of the names and addresses of the Lenders, and the Term Loan Commitments of, and principal amounts (and
stated interest) of the Term Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and Borrower, Collateral Agent and Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register
on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s
interest in the Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant
or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, Collateral Agent (in its capacity as Collateral Agent) shall have no responsibility for maintaining a Participant Register. Borrower
agrees that each participant shall be entitled to the benefits of the provisions in Exhibit C attached hereto (subject to the requirements
and limitations therein, including the requirements under Section 7 of Exhibit C attached hereto (it being understood that
the documentation required under Section 7 of Exhibit C attached hereto shall be delivered to the participating Lender)) to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to this Section 12.1; provided that
such participant shall not be entitled to receive any greater payment under Exhibit C attached hereto, with respect to any participation,
than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment
results from a change in law that occurs after the participant acquired the applicable participation.


 






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12.2            Indemnification.
Borrower agrees to indemnify, defend and hold each Secured Party and their respective directors, officers, employees, consultants,
agents, attorneys, or any other Person affiliated with or representing such Secured Party (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 and 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 (including reasonable attorneys’
fees and expenses), except, in each case, for Claims and/or losses directly caused by such Indemnified Person’s gross negligence
or willful misconduct. Borrower hereby further agrees to indemnify, defend and hold 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.


 


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


 


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


 






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12.5          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; and


 


(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 12.5
or the definitions of the terms used in this Section 12.5 insofar as the definitions affect the substance of this Section 12.5;
(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 Sections 12.7 or 12.8. 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 immediately preceding sentence.


 


(b)          Other
than as expressly provided for in Section 12.5(a)(i)-(iii), Collateral Agent may, at its discretion, or if requested by the
Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of
Borrower.


 


(c)           This
Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements
with respect to such subject matter. 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.


 


12.6            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. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile, portable document format (.pdf) or other electronic transmission will be as effective as delivery
of a manually executed counterpart hereof.


 






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12.7            Survival.
Except as otherwise provided in this Agreement, 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 12.8
below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.


 


12.8            Confidentiality.
In handling any confidential information of Borrower, each of 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 Term Loans (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence
and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms
of this provision or to similar confidentiality terms); (c) as required by law, rule, regulation, regulatory or self-regulatory
authority, 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 or have agreed to similar confidentiality terms with the Lenders and/or Collateral Agent, as applicable,
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 through no breach of this provision
by the Lenders or the Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders
and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders
may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes,
and market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements
provided under this Section 12.8 supersede all prior agreements, understanding, representations, warranties, and negotiations between
the parties about the subject matter of this Section 12.8.


 


12.9            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 Secured Parties 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 any Secured Party or any entity under the control
of such Secured Party (including an Affiliate of Collateral Agent) 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, any Secured Party 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 BY BORROWER.


 






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12.10          Cooperation
of Borrower. If necessary, Borrower agrees to (i) execute any documents reasonably required to effectuate and acknowledge each
assignment of a Term Loan Commitment (or portion thereof) or Term Loan (or portion thereof) to an assignee in accordance with Section 12.1,
(ii) make Borrower’s management personnel available to meet with Collateral Agent and prospective participants and assignees
of Term Loan Commitments, the Term Loans or portions thereof (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 and 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
portions thereof) or Term Loan (or portions thereof) reasonably may request. Subject to the provisions of Section 12.8, Borrower
authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment (or portions thereof), any and
all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender
by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection
with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.


 


12.11          Public
Announcement.  Borrower hereby agrees that Collateral Agent and each Lender may make a public announcement of the transactions contemplated
by this Agreement, and may publicize the same in marketing materials and in connection therewith may use Borrower’s name or logos.
Collateral Agent and the Lenders may also make disclosures to the Securities and Exchange Commission or other governmental agency and
any other public disclosure with investors, other governmental agencies or other related persons.


 


12.12          Collateral
Agent and Lender Agreement.  Collateral Agent, Borrower and the Lenders hereby agree to the terms and conditions set forth on Exhibit B
attached hereto. Borrower acknowledges and agrees to the terms and conditions set forth on Exhibit B attached hereto.


 


12.13          Time
of Essence. Time is of the essence for the performance of Obligations under this Agreement.


 


12.14          Termination
Prior to Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue in full force until
this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower has satisfied the Obligations
(other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement
and for which no claim has been made) in accordance with the terms of this Agreement, this Agreement may be terminated prior to the Maturity
Date by Borrower, effective five (5) Business Days after written notice of termination is given to the Collateral Agent and the
Lenders.


 


12.15          Service
of Process. The Borrower and each Guarantor that is organized outside of the United States of America shall appoint Corporation
Service Company, or other agent reasonably acceptable to Collateral Agent, as its agent for the purpose of accepting service of any process
in the United States of America, evidenced by a service of process letter in form and substance reasonably satisfactory to Collateral
Agent (each, a “Process Letter”). Borrower shall take all actions, including payment of fees to such agent, to ensure that
each Process Letter remains effective at all times.


 


12.16          Electronic
Execution of Certain Other Documents. The words “execution,” “execute”, “signed,” “signature,”
and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated
hereby (including without limitation assignments, assumptions, amendments, waivers and consents) shall be deemed to include electronic
signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Collateral Agent,
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


[Balance of Page Intentionally Left
Blank]


 






    43 


     


    





 


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


 


	BORROWER:	 
	 	 	 
	By:	/s/ Nevan C. Elam	 
	 	Nevan C. Elam	 
	 	CEO 	 



 


[Signature
Page to Loan and Security Agreement]


 






    


     


    

 


	COLLATERAL AGENT AND LENDER:	 
	 	 	 
	SLR Investment Corp.	 
	 	 	 
	By:	/s/ Anthony Storino	 
	 	 	 
	Name: Anthony Storino	 
	Title: Authorized Signatory	 



 


 


	LENDER:	 
	 	 	 
	SCP PRIVATE CREDIT INCOME FUND SPV LLC	 
	 	 	 
	By:	/s/ Anthony Storino	 
	 	 	 
	 Name: Anthony Storino	 
	Title: Authorized Signatory	 



 


 





	SCP PRIVATE CREDIT INCOME BDC SPV LLC	 
	 	 	 
	By:	/s/ Anthony Storino	 
	 	 	 
	Name: Anthony Storino	 
	Title: Authorized Signatory	 



 


 


	SCP PRIVATE CORPORATE LENDING FUND SPV L.P.	 
	 	 	 
	By:	/s/ Anthony Storino 	 
	 	 	 
	Name: Anthony Storino	 
	Title: Authorized Signatory	 
	By:	/s/ Anthony Storino   	 



 


 


	SCP SF DEBT FUND L.P.	 
	 	 	 
	By:	/s/ Anthony Storino 	 
	 	 	 
	Name: Anthony
Storino 	 
	Title: Authorized Signatory	 
	By:	
/s/ Anthony Storino 	 



 


[Signature
Page to Loan and Security Agreement]


 






    


     


    

 


	SLR HC ONSHORE FUND L.P.	 
	 	 	 
	By:	/s/ Anthony Storino 	 
	 	 	 
	Name: Anthony Storino 	 
	Title: Authorized Signatory  	 






 


 


	SLR HC BDC LLC	 
	 	 	 
	By:	/s/ Anthony Storino 	 
	 	 	 
	Name: Anthony
Storino	 
	Title: Authorized
Signatory	 
	By:	/s/ Anthony Storino   	 






 


[Signature
Page to Loan and Security Agreement]


 






    


     


    

 



 


SCHEDULE 1.1


Lenders and Commitments


 


	Term A Loans	 
	Lender	 	Term Loan

 Commitment	 	 	Commitment

 Percentage	 
	SLR INVESTMENT CORP.	 	$	5,674,770.42	 	 	 	37.83	%
	SCP PRIVATE CREDIT INCOME FUND SPV LLC	 	$	1,616,984.25	 	 	 	10.78	%
	SCP PRIVATE CREDIT INCOME BDC SPV LLC	 	$	1,206,262.85	 	 	 	8.04	%
	SCP PRIVATE CORPORATE LENDING FUND SPV L.P.	 	$	3,141,263.87	 	 	 	20.94	%
	SCP SF DEBT FUND L.P.	 	$	754,839.33	 	 	 	5.03	%
	SLR HC ONSHORE FUND L.P.	 	$	1,987,207.04	 	 	 	13.25	%
	SLR HC BDC LLC	 	$	618,672.24	 	 	 	4.12	%
	TOTAL	 	$	15,000,000	 	 	 	100.00	%




 


	Term B Loans	 






	Lender	 	Term Loan

 Commitment	 	 	Commitment

 Percentage	 
	SLR INVESTMENT CORP.	 	$	2,837,385.20	 	 	 	37.83	%
	SCP PRIVATE CREDIT INCOME FUND SPV LLC	 	$	808,492.13	 	 	 	10.78	%
	SCP PRIVATE CREDIT INCOME BDC SPV LLC	 	$	603,131.43	 	 	 	8.04	%
	SCP PRIVATE CORPORATE LENDING FUND SPV L.P.	 	$	1,570,631.93	 	 	 	20.94	%
	SCP SF DEBT FUND L.P.	 	$	377,419.67	 	 	 	5.03	%
	SLR HC ONSHORE FUND L.P.	 	$	993,603.52	 	 	 	13.25	%
	SLR HC BDC LLC	 	$	309,336.12	 	 	 	4.12	%
	TOTAL	 	$	7,500,000	 	 	 	100.00	%




 


	Term
    C Loans	 






	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	SLR INVESTMENT CORP.	 	$	2,837,385.20	 	 	 	37.83	%
	SCP PRIVATE CREDIT INCOME FUND SPV LLC	 	$	808,492.13	 	 	 	10.78	%
	SCP PRIVATE CREDIT INCOME BDC SPV LLC	 	$	603,131.43	 	 	 	8.04	%
	SCP PRIVATE CORPORATE LENDING FUND SPV L.P.	 	$	1,570,631.93	 	 	 	20.94	%
	SCP SF DEBT FUND L.P.	 	$	377,419.67	 	 	 	5.03	%
	SLR HC ONSHORE FUND L.P.	 	$	993,603.52	 	 	 	13.25	%
	SLR HC BDC LLC	 	$	309,336.12	 	 	 	4.12	%
	TOTAL	 	$	7,500,000	 	 	 	100.00	%




 


	Aggregate (all Term Loans)	 






	Lender	 	Term Loan Commitment	 	 	Commitment Percentage	 
	SLR INVESTMENT CORP.	 	$	11,349,540.82	 	 	 	37.83	%
	SCP PRIVATE CREDIT INCOME FUND SPV LLC	 	$	3,233,968.51	 	 	 	10.78	%
	SCP PRIVATE CREDIT INCOME BDC SPV LLC	 	$	2,412,525.71	 	 	 	8.04	%
	SCP PRIVATE CORPORATE LENDING FUND SPV L.P.	 	$	6,282,527.73	 	 	 	20.94	%
	SCP SF DEBT FUND L.P.	 	$	1,509,678.67	 	 	 	5.03	%
	SLR HC ONSHORE FUND L.P.	 	$	3,974,414.08	 	 	 	13.25	%
	SLR HC BDC LLC	 	$	1,237,344.48	 	 	 	4.12	%
	TOTAL	 	$	30,000,000	 	 	 	100.00	%




 






     


     


    

 


Exhibit A


 


Description of Collateral


 


The Collateral consists of
all of Borrower’s right, title and interest in and to the following 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, 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 (a) more than 65% of the presently existing and hereafter arising issued and outstanding equity interests
owned by Borrower of any Excluded Subsidiary which equity interests entitle the holder thereof to vote for directors or any other matter
(provided, however, that immediately upon any change in the U.S. tax laws that would allow the pledge of a greater percentage of such
voting equity interests without material adverse tax consequences to Borrower, the Collateral shall automatically and without further
action required by, and without notice to, any Person include such greater percentage of voting equity interests of such Excluded Subsidiary
from that time forward), (b) any interest of Borrower as a lessee or sublessee under a real property lease; (c) rights held
under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction
on assignment is effective under Section 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (d) any interest of Borrower
as a lessee under an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest in such lease
or under which such an assignment or Lien would cause a default to occur under such lease; provided, however, that upon termination of
such prohibition, such interest shall immediately become Collateral without any action by Borrower, Collateral Agent or any Lender; or
(e) intent-to-use trademark applications to the extent that the assignment of or grant of a security interest in such rights or property
would cause a material adverse consequence to the Borrower’s ownership or use of such rights or property.


 






     


     


    

 


Exhibit B


 


Collateral Agent and Lender Terms


 


1.            Appointment
of Collateral Agent.


 


(a)                   Each
Lender hereby appoints SLR (together with any successor Collateral Agent pursuant to Section 7 of this Exhibit B) as Collateral
Agent under the Loan Documents and authorizes Collateral Agent to (i) execute and deliver the Loan Documents and accept delivery
thereof on its behalf from Borrower, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform
the duties as are expressly delegated to Collateral Agent under such Loan Documents and (iii) exercise such powers as are reasonably
incidental thereto.


 


(b)             Without
limiting the generality of clause (a) above, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion
of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all
payments and collections arising in connection with the Loan Documents (including in any other bankruptcy, insolvency or similar proceeding),
and each Person making any payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Collateral
Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of Collateral Agent and Lenders
with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf
of such Lender), (iii) act as collateral agent for the Secured Parties for purposes of the perfection of all Liens created by the
Loan Documents and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral as permitted
pursuant to the Loan Agreement, (v) take such other action as is necessary or desirable to maintain the perfection and priority of
the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document,
exercise all remedies given to Collateral Agent and the other Lenders with respect to the Borrower and/or the Collateral, whether under
the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan
Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however,
that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent and the
Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any Deposit Account maintained by Borrower
or any Guarantor with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Lenders to take further
actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Collateral
Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Collateral
Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or
perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact
and any other Person (including any Lender). Any such Person shall benefit from this Exhibit B to the extent provided by Collateral
Agent.


 


(c)                   Under
the Loan Documents, Collateral Agent (i) is acting solely on behalf of the Lenders, with duties that are entirely administrative
in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent”, “Collateral
Agent” and “collateral agent” and similar terms in any Loan Document to refer to Collateral Agent, which terms are used
for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or
any role as agent, fiduciary or trustee of or for any Lender or any other Person and (iii) shall have no implied functions, responsibilities,
duties, obligations or other liabilities under any Loan Document, and each Lender, by accepting the benefits of the Loan Documents, hereby
waives and agrees not to assert any claim against Collateral Agent based on the roles, duties and legal relationships expressly disclaimed
in clauses (i) through (iii) above. Except as expressly set forth in the Loan Documents, Collateral Agent shall not have any
duty to disclose, and shall not be liable for failure to disclose, any information relating to Borrower or any of its Subsidiaries that
is communicated to or obtained by SLR or any of its Affiliates in any capacity.


 






     


     


    

 


2.            Binding
Effect; Use of Discretion; E-Systems.


 


(a)                  Each
Lender, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Collateral Agent or the Required Lenders
(or, if expressly required in any Loan Document, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents,
(ii) any action taken by Collateral Agent in reliance upon the instructions of the Required Lenders (or, where so required, such
greater proportion) and (iii) the exercise by Collateral Agent or the Required Lenders (or, where so required, such greater proportion)
of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of Lenders.


 


(b)            If
Collateral Agent shall request instructions from the Required Lenders or all affected Lenders with respect to any act or action (including
failure to act) in connection with any Loan Document, then Collateral Agent shall be entitled to refrain from such act or taking such
action unless and until Collateral Agent shall have received instructions from the Required Lenders or all affected Lenders, as the case
may be, and Collateral Agent shall not incur liability to any Person by reason of so refraining. Collateral Agent shall be fully justified
in failing or refusing to take any action under any Loan Document (i) if such action would, in the opinion of Collateral Agent, be
contrary to any Requirement of Law or any Loan Document, (ii) if such action would, in the opinion of Collateral Agent, expose Collateral
Agent to any potential liability under any Requirement of Law or (iii) if Collateral Agent shall not first be indemnified to its
satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such
action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Collateral Agent as a result of Collateral
Agent acting or refraining from acting under any Loan Document in accordance with the instructions of the Required Lenders or all affected
Lenders, as applicable.


 


(c)            Collateral
Agent is hereby authorized by Borrower and each Lender to establish procedures (and to amend such procedures from time to time) to facilitate
administration and servicing of the Term Loans and other matters incidental thereto. Without limiting the generality of the foregoing,
Collateral Agent is hereby authorized to establish procedures to make available or deliver, or to accept, notices, documents (including,
without limitation, borrowing base certificates) and similar items on, by posting to or submitting and/or completion, on E-Systems. Borrower
and each Lender acknowledges and agrees that the use of transmissions via an E-System or electronic mail is not necessarily secure and
that there are risks associated with such use, including risks of interception, disclosure and abuse, and Borrower and each Lender assumes
and accepts such risks by hereby authorizing the transmission via E-Systems or electronic mail. Each “e-signature” on any
such posting shall be deemed sufficient to satisfy any requirement for a “signature”, and each such posting shall be deemed
sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable
provision of any Code, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act
and any substantive or procedural Requirement of Law governing such subject matter. All uses of an E-System shall be governed by and subject
to, in addition to this Section, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms,
conditions and privacy policy as may be updated from time to time, including on such E-System) and related contractual obligations executed
by Collateral Agent, Borrower and/or Lenders in connection with the use of such E-System. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL
BE PROVIDED “AS IS” AND “AS AVAILABLE”. NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE BY AGENT, ANY LENDER
OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS.


 






     


     


    

 


3.                Collateral
Agent’s Reliance, Etc. Collateral Agent may, without incurring any liability hereunder, (a) consult with any of its Related
Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants
and experts engaged by, Borrower) and (b) rely and act upon any document and information (including those transmitted by electronic
transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise
authenticated by the appropriate parties. None of Collateral Agent and its Related Persons shall be liable for any action taken or omitted
to be taken by any of them under or in connection with any Loan Document, and each Lender and Borrower hereby waives and shall not assert
(and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except
to the extent of liabilities resulting from the gross negligence or willful misconduct of Collateral Agent or, as the case may be, such
Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties
of Collateral Agent expressly set forth herein. Without limiting the foregoing, Collateral Agent: (i) shall not be responsible or
otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions
or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in a final non-appealable
judgment that Collateral Agent acted with gross negligence or willful misconduct in the selection of such Related Person; (ii) shall
not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness,
sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection
with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person
for any statement, document, information, representation or warranty made or furnished by or on behalf of Borrower or any Related Person
of Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect
to Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the
Lenders) omitted to be transmitted by Collateral Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the
scope, nature or results of any due diligence performed by Collateral Agent in connection with the Loan Documents; and (iv) shall
not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition
set forth in any Loan Document is satisfied or waived, as to the financial condition of Borrower or as to the existence or continuation
or possible occurrence or continuation of any Event of Default, and shall not be deemed to have notice or knowledge of such occurrence
or continuation unless it has received a notice from Borrower or any Lender describing such Event of Default that is clearly labeled
 “notice of default” (in which case Collateral Agent shall promptly give notice of such receipt to all Lenders, provided
that Collateral Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable
to Collateral Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent
jurisdiction); and, for each of the items set forth in clauses (i) through (iv) above, each Lender and Borrower hereby waives
and agrees not to assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action
it might have against Collateral Agent based thereon.


 


4.            Collateral
Agent Individually. Collateral Agent and its Affiliates may make loans and other extensions of credit to, acquire stock and stock
equivalents of, engage in any kind of business with, Borrower or any Affiliate of Borrower as though it were not acting as Collateral
Agent and may receive separate fees and other payments therefor. To the extent Collateral Agent or any of its Affiliates makes any Term
Loans or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject
to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lender” and any
similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, Collateral Agent or
such Affiliate, as the case may be, in its individual capacity as Lender, or as one of the Required Lenders.


 






     


     


    

 


5.          Lender
Credit Decision; Collateral Agent Report. Each Lender acknowledges that it shall, independently and without reliance upon Collateral
Agent, any Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by Collateral
Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of Borrower and
make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan
Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as
it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Collateral Agent to the
Lenders, Collateral Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning
the business, prospects, operations, Property, financial and other condition or creditworthiness of Borrower or any Affiliate of Borrower
that may come in to the possession of Collateral Agent or any of its Related Persons. Each Lender agrees that is shall not rely on any
field examination, audit or other report provided by Collateral Agent or its Related Persons (an “Collateral Agent Report”).
Each Lender further acknowledges that any Collateral Agent Report (a) is provided to the Lenders solely as a courtesy, without consideration,
and based upon the understanding that such Lender will not rely on such Collateral Agent Report, (b) was prepared by Collateral
Agent or its Related Persons based upon information provided by Borrower solely for Collateral Agent’s own internal use, and (c) may
not be complete and may not reflect all information and findings obtained by Collateral Agent or its Related Persons regarding the operations
and condition of Borrower. Neither Collateral Agent nor any of its Related Persons makes any representations or warranties of any kind
with respect to (i) any existing or proposed financing, (ii) the accuracy or completeness of the information contained in any
Collateral Agent Report or in any related documentation, (iii) the scope or adequacy of Collateral Agent’s and its Related
Persons’ due diligence, or the presence or absence of any errors or omissions contained in any Collateral Agent Report or in any
related documentation, and (iv) any work performed by Collateral Agent or Collateral Agent’s Related Persons in connection
with or using any Collateral Agent Report or any related documentation. Neither Collateral Agent nor any of its Related Persons shall
have any duties or obligations in connection with or as a result of any Lender receiving a copy of any Collateral Agent Report. Without
limiting the generality of the forgoing, neither Collateral Agent nor any of its Related Persons shall have any responsibility for the
accuracy or completeness of any Collateral Agent Report, or the appropriateness of any Collateral Agent Report for any Lender’s
purposes, and shall have no duty or responsibility to correct or update any Collateral Agent Report or disclose to any Lender any other
information not embodied in any Collateral Agent Report, including any supplemental information obtained after the date of any Collateral
Agent Report. Each Lender releases, and agrees that it will not assert, any claim against Collateral Agent or its Related Persons that
in any way relates to any Collateral Agent Report or arises out of any Lender having access to any Collateral Agent Report or any discussion
of its contents, and agrees to indemnify and hold harmless Collateral Agent and its Related Persons from all claims, liabilities and
expenses relating to a breach by any Lender arising out of such Lender’s access to any Collateral Agent Report or any discussion
of its contents.


 






     


     


    

 


6.                Indemnification.
Each Lender agrees to reimburse Collateral Agent and each of its Related Persons (to the extent not reimbursed by Borrower as required
under the Loan Documents (including pursuant to Section 12.2 of the Agreement)) promptly upon demand for its Pro Rata Share of any
out-of-pocket costs and expenses (including, without limitation, fees, charges and disbursements of financial, legal and other advisors
and any Taxes or insurance paid in the name of, or on behalf of, Borrower) incurred by Collateral Agent or any of its Related Persons
in connection with the preparation, syndication, execution, delivery, administration, modification, amendment, consent, waiver or enforcement
of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or
other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating
thereto) or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under, any Loan Document. Each
Lender further agrees to indemnify Collateral Agent and each of its Related Persons (to the extent not reimbursed by Borrower as required
under the Loan Documents (including pursuant to Section 12.2 of the Agreement)), ratably according to its Pro Rata Share, from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, to the extent not indemnified by the applicable Lender, Taxes, interests and penalties imposed
for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred
by, or asserted against Collateral Agent or any of its Related Persons in any matter relating to or arising out of, in connection with
or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document,
or, in each case, any action taken or omitted to be taken by Collateral Agent or any of its Related Persons under or with respect to
the foregoing; provided that no Lender shall be liable to Collateral Agent or any of its Related Persons under this Section 6
of this Exhibit B to the extent such liability has resulted from the gross negligence or willful misconduct of Collateral Agent
or, as the case may be, such Related Person, as determined by a final non-appealable judgment of a court of competent jurisdiction. To
the extent required by any applicable Requirement of Law, Collateral Agent may withhold from any payment to any Lender under a Loan Document
an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that Collateral Agent
did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason, or if Collateral Agent reasonably
determines that it was required to withhold Taxes from a prior payment to or for the account of any Lender but failed to do so, such
Lender shall promptly indemnify Collateral Agent fully for all amounts paid, directly or indirectly, by Collateral Agent as Tax or otherwise,
including penalties and interest, and together with all expenses incurred by Collateral Agent. Collateral Agent may offset against any
payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to
such Lender but which was not so withheld, as well as any other amounts for which Collateral Agent is entitled to indemnification from
such Lender under the immediately preceding sentence of this Section 6 of this Exhibit B.


 


7.           Successor
Collateral Agent. Collateral Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrower, effective
on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance
with the terms of this Section 7 of this Exhibit B. If Collateral Agent delivers any such notice, the Required Lenders shall
have the right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice
of resignation, no successor Collateral Agent has been appointed by the Required Lenders and has accepted such appointment, then the
retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately
upon its resignation, (a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents,
(b) the Lenders shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted
a valid appointment hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any
provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent
was, or because such Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to
its rights under Section 2(b) of this Exhibit B, the retiring Collateral Agent shall take such action as may be reasonably
necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Loan Documents. Effective immediately
upon its acceptance of a valid appointment as Collateral Agent, a successor Collateral Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Collateral Agent under the Loan Documents.


 


8.           Release
of Collateral. Each Lender hereby consents to the release and hereby directs Collateral Agent to release (or in the case of clause
(b)(ii) below, release or subordinate) the following:


 


(a)            any
Guarantor if all of the stock of such Subsidiary owned by Borrower is sold or transferred in a transaction permitted under the Loan Documents
(including pursuant to a valid waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would
not be required to guaranty any Obligations pursuant to any Loan Document; and


 






     


     


    

 


(b)          any
Lien held by Collateral Agent for the benefit of the Secured Parties against (i) any Collateral that is sold or otherwise disposed
of by Borrower in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Collateral
subject to a Lien that is expressly permitted under clause (c) of the definition of the term “Permitted Lien” and (iii) all
of the Collateral and Borrower, upon (A) termination of all of the Commitments, (B) the payment in full in cash of all of the
Obligations (other than inchoate indemnity obligations for which no claim has been made), and (C) to the extent requested by Collateral
Agent, receipt by Collateral Agent and Lenders of liability releases from Borrower in form and substance acceptable to Collateral Agent.


 


9.          Setoff
and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not by way
of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of
this Exhibit B, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without
notice to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any
and all balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower)
and any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of
Borrower against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise
receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders
or holders shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would
be necessary to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance
with their respective Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any
Lender may exercise its right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations
in accordance with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loans made or other Obligations
held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights with respect
to such participation as fully as if such Lender or holder were a direct holder of the Term Loans and the other Obligations in the amount
of such participation. Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter
recovered from the Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and
the purchase price restored without interest.


 


10.          Advances;
Payments; Non-Funding Lenders; Actions in Concert.


 


(a)         Advances;
Payments. If Collateral Agent receives any payment with respect to a Term Loan for the account of the Lenders on or prior to 2:00
p.m. (New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender’s Pro Rata Share
of such payment on such Business Day. If Collateral Agent receives any payment with respect to a Term Loan for the account of Lenders
after 2:00 p.m. (New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender’s Pro
Rata Share of such payment on the next Business Day.


 


(b)           Return
of Payments.


 


(i)            If
Collateral Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will
be received by Collateral Agent or on behalf of from Borrower and such related payment is not received by Collateral Agent, then Collateral
Agent will be entitled to recover such amount (including interest accruing on such amount at the rate otherwise applicable to such Obligation)
from such Lender on demand without setoff, counterclaim or deduction of any kind.


 






     


     


    

 


(ii)            If
Collateral Agent determines at any time that any amount received by Collateral Agent under any Loan Document must be returned to Borrower
or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of any Loan
Document, Collateral Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to
Collateral Agent on demand any portion of such amount that Collateral Agent has distributed to such Lender, together with interest at
such rate, if any, as Collateral Agent is required to pay to Borrower or such other Person, without setoff, counterclaim or deduction
of any kind and Collateral Agent will be entitled to set off against future distributions to such Lender any such amounts (with interest)
that are not repaid on demand.


 


(c)           Non-Funding
Lenders.


 


(i)             Unless
Collateral Agent shall have received notice from a Lender prior to the date of any Term Loan that such Lender will not make available
to Collateral Agent such Lender’s Pro Rata Share of such Term Loan, Collateral Agent may assume that such Lender will make such
amount available to it on the date of such Term Loan in accordance with Section 2(b) of this Exhibit B, and Collateral
Agent may (but shall not be obligated to), in reliance upon such assumption, make available a corresponding amount for the account of
Borrower on such date. If and to the extent that such Lender shall not have made such amount available to Collateral Agent, such Lender
and Borrower severally agree to repay to Collateral Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the day such amount is made available to Borrower until the day such amount is repaid to Collateral Agent, at a rate
per annum equal to the interest rate applicable to the Obligation that would have been created when Collateral Agent made available such
amount to Borrower had such Lender made a corresponding payment available. If such Lender shall repay such corresponding amount to Collateral
Agent, the amount so repaid shall constitute such Lender’s portion of such Term Loan for purposes of this Agreement.


 


(ii)            To
the extent that any Lender has failed to fund any Term Loan or any other payments required to be made by it under the Loan Documents after
any such Term Loan is required to be made or such payment is due (a “Non-Funding Lender”), Collateral Agent shall be
entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from or
on behalf of Borrower thereunder. The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder
shall not relieve any other Lender (each such other Lender, an “Other Lender”) of its obligations to make such Term
Loan, but neither any Other Lender nor Collateral Agent shall be responsible for the failure of any Non-Funding Lender to make such Term
Loan or make any other payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall
not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” (or be included
in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect to any Loan Document.
At Borrower’s request, Collateral Agent or a Person reasonably acceptable to Collateral Agent shall have the right with Collateral
Agent’s consent and in Collateral Agent’s sole discretion (but Collateral Agent or any such Person shall have no obligation)
to purchase from any Non-Funding Lender, and each Lender agrees that if it becomes a Non-Funding Lender it shall, at Collateral Agent’s
request, sell and assign to Collateral Agent or such Person, all of the Term Loan Commitment (if any), and all of the outstanding Term
Loan of that Non-Funding Lender for an amount equal to the aggregate outstanding principal balance of the Term Loan held by such Non-Funding
Lender and all accrued interest with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an
executed assignment agreement in form and substance reasonably satisfactory to, and acknowledged by, Collateral Agent.


 






     


     


    

 


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


 


11.          Erroneous
Payment.


 


(a)           Each
Lender hereby agrees that (i) if the Collateral Agent notifies such Lender that the Collateral Agent has determined in
its sole discretion that any funds received by such Lender from the Collateral Agent or any of its Affiliates were erroneously transmitted
to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment, prepayment
or repayment of principal, interest, fees or otherwise; individually and collectively, a “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business
Day thereafter, return to the Collateral Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Collateral Agent
in same day funds at the greater of the federal funds rate and a rate determined by the Collateral Agent in accordance with banking industry
rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law, such Lender
shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Collateral Agent for the return of any Erroneous Payments received,
including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. A notice of the
Collateral Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.


 


(b)          Without
limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives an Erroneous Payment from
the Collateral Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified
in a notice of payment sent by the Collateral Agent (or any of its Affiliates) with respect to such Erroneous Payment (an “Erroneous
Payment Notice”), (y) that was not preceded or accompanied by an Erroneous Payment Notice, or (z) that such Lender
otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case, an error has been made
(and that it is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment) with respect to such Erroneous
Payment, and to the extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and
hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by
the Collateral Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge
for value” or any similar doctrine.  Each Lender agrees that, in each such case, it shall promptly (and, in all events, within
one Business Day of its knowledge (or deemed knowledge) of such error) notify the Collateral Agent of such occurrence and, upon demand
from the Collateral Agent, it shall promptly, but in all events no later than one Business Day thereafter, return to the Collateral Agent
the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency so
received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Lender to the date such amount is repaid to the Collateral Agent in same day funds at the greater of the federal
funds rate and a rate determined by the Collateral Agent in accordance with banking industry rules on interbank compensation from
time to time in effect.


 






     


     


    

 


(c)            The
Borrower hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Lender that has
received such Erroneous Payment (or portion thereof) for any reason, the Collateral Agent shall be subrogated to all the rights of such
Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any
Obligations owed by the Borrower.


 


(d)            Each
party’s obligations under this Section 11 shall survive the resignation or replacement of the Collateral Agent, the termination
of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 






     


     


    

 


Exhibit C


 


Taxes; Increased Costs.


 


1.            Defined
Terms. For purposes of this Exhibit C:


 


(a)             “Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are
franchise Taxes or branch profits Taxes.


 


(b)             “Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from
a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (A) imposed as a result of such Recipient being organized under the laws of, or having its principal office
or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (B) that are Other Connection Taxes, (ii) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Term Loan Commitment pursuant to
a law in effect on the date on which (A) such Lender acquires such interest in the Term Loan or Term Loan Commitment or (B) such
Lender changes its lending office, except in each case to the extent that, pursuant to Section 2 or Section 4 of this Exhibit C,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party
hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure
to comply with Section 7 of this Exhibit C and (iv) any withholding Taxes imposed under FATCA.


 


(c)            “FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities
and implementing such Sections of the Internal Revenue Code.


 


(d)             “Foreign
Lender” means a Lender that is not a U.S. Person.


 


(e)          “Indemnified
Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
obligation of Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.


 


(f)           “Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).


 


(g)            “Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from
any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a
security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment.


 


(h)             “Recipient”
means Collateral Agent or any Lender, as applicable.


 






     


     


    

 


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


 


(j)            “Withholding
Agent” means Borrower and Collateral Agent.


 


2.          Payments
Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without
deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax,
then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section 2 or Section 4 of this Exhibit C)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


3.           Payment
of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or
at the option of Collateral Agent timely reimburse it for the payment of, any Other Taxes.


 


4.          Indemnification
by Borrower.  Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this Exhibit C
or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower
by a Lender (with a copy to Collateral Agent), or by Collateral Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


5.           Indemnification
by the Lenders.  Each Lender shall severally indemnify Collateral Agent, within 10 days after demand therefor, for (a) any Indemnified
Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Collateral Agent for such Indemnified
Taxes and without limiting the obligation of Borrower to do so), (b) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 12.1 of the Agreement relating to the maintenance of a Participant Register and (c) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by Collateral Agent in connection with any Loan Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Collateral
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Collateral Agent to set off and apply any and all amounts
at any time owing to such Lender under any Loan Document or otherwise payable by Collateral Agent to the Lender from any other source
against any amount due to Collateral Agent under this Section 5.


 


6.        Evidence
of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to the provisions
of this Exhibit C, Borrower shall deliver to Collateral Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to Collateral Agent.


 






     


     


    

 


7.            Status
of Lenders.


 


(a)           Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to Borrower and Collateral Agent, at the time or times reasonably requested by Borrower or Collateral Agent, such properly completed
and executed documentation reasonably requested by Borrower or Collateral Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or Collateral Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by Borrower or Collateral Agent as will enable Borrower or Collateral
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of this Exhibit C) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position of such Lender.


 


(b)          Without
limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,


 


(i)         any
Lender that is a U.S. Person shall deliver to Borrower and Collateral Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Collateral Agent), executed copies of
IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(ii)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Collateral Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of Borrower or Collateral Agent), whichever of the following is applicable:


 


		(A)	in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States
is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;



 


		(B)	executed copies of IRS Form W-8ECI;



 


		(C)	in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Internal Revenue Code, (x) a certificate, in form and substance reasonably acceptable to Borrower and Collateral Agent, to the
effect that such Foreign Lender (or other applicable Person) is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of
the Internal Revenue Code, or a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of
the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN
or IRS Form W-8BEN-E; or



 






     


     


    

 


		(D)	to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied
by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9,
and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and
one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may
provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;



 


(iii)      any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Collateral Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of Borrower or Collateral Agent), executed copies of any other form prescribed
by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with
such supplementary documentation as may be prescribed by applicable law to permit Borrower or Collateral Agent to determine the withholding
or deduction required to be made; and


 


(iv)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and Collateral Agent at the time or times prescribed
by law and at such time or times reasonably requested by Borrower or Collateral Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably
requested by Borrower or Collateral Agent as may be necessary for Borrower and Collateral Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any,
to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 


(v)         Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify Borrower and Collateral Agent in writing of its legal inability to do so.


 


8.           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to the provisions of this Exhibit C (including by the payment of additional amounts
pursuant to the provisions of this Exhibit C), it shall pay to the indemnifying party an amount equal to such refund (but only to
the extent of indemnity payments made under the provisions of this Exhibit C with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall
repay to such indemnified party the amount paid over pursuant to this Section 8 (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 8, in no event will the indemnified party be required to pay
any amount to an indemnifying party pursuant to this Section 8 the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise
to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This Section 8 shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 






     


     


    

 


9.            Increased
Costs. If any change in applicable law shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans,
loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and
the result shall be to increase the cost to such Recipient of making, converting to, continuing or maintaining any Term Loan or of maintaining
its obligation to make any such Term Loan, or to reduce the amount of any sum received or receivable by such Recipient (whether of principal,
interest or any other amount), then, upon the request of such Recipient, Borrower will pay to such Recipient such additional amount or
amounts as will compensate such Recipient for such additional costs incurred or reduction suffered.


 


10.            Survival.
Each party’s obligations under the provisions of this Exhibit C shall survive the resignation or replacement of Collateral
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document.


 






     


     


    

 



 


Exhibit D


 


Loan Payment Request Form


 


	Fax To:	 (212) 993-1698	 	Date:	 	 
	 	 	 	 	 	 






 







	Loan Payment:	 	 	 	 	 
		 	 	      Rezolute, Inc.	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	From Account #	 	 	To Account #	 	 
	 	(Deposit Account #)	 	 	(Loan Account #)	 
	Principal $	 	 	and/or Interest $	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Authorized Signature:	 	 	Phone Number:	 	 
	Print Name/Title:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




 






 




 


Loan
Advance:


 


Complete Outgoing Wire Request section
below if all or a portion of the funds from this loan advance are for an outgoing wire.


 


	From Account #	 	 	To Account #	 	 
	 	(Loan
Account #)	 	 	(Deposit
Account #)	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Amount of Advance $	 	 	 	 	 



 


All
Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material
respects on the date of the request for an advance; 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:


 


	Authorized Signature:	 	 	Phone Number:	 	 
	Print Name/Title:	 	 	 	 	 



 





 




 


Outgoing
Wire Request:


 


Complete only if all or a portion of funds
from the loan advance above is to be wired.


 


	Beneficiary
Name:	 	 	Amount
of Wire: $	 	 
	Beneficiary
Bank:	 	 	Account
Number:	 	 
	City and State:	 	 	 	 	 



 





 






     


     


    




 




 


	Beneficiary
Bank Transit (ABA) #:	 	 	Beneficiary
Bank Code (Swift, Sort, Chip, etc.):		 
	 	 	 	(For International
Wire Only)	 	 
	Intermediary Bank:	 	 	Transit (ABA) #:	            	 	 






	For Further Credit to:	 	 




 


 


	Special Instruction:	 	 







By signing below, I (we) acknowledge
and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth
in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).


 


	Authorized Signature:	 	 	2nd Signature
(if required):	 	 
	Print Name/Title:	 	 	Print Name/Title:	 	 
	Telephone
#:	 	 	Telephone
#:	 	 



 


 





 



     


     


    




 


Exhibit E


 


Compliance Certificate


 


	TO:	SLR Investment Corp., as Collateral Agent and Lender
	 	 
	FROM:	Rezolute, Inc. 


 


The undersigned authorized
officer (“Officer”) of Rezolute, Inc. (“Borrower”), hereby certifies that in accordance with
the terms and conditions of the Loan and Security Agreement dated as of April 14, 2021, 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 defaults or 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)	 	Monthly financial statements	 	Monthly within 30 days	 	 	 	 	 	Yes	 	No	 	N/A
	2)	 	Quarterly financial statements	 	Quarterly within 45 days	 	 	 	 	 	Yes	 	No	 	N/A
	3)	 	Annual (CPA Audited) statements	 	Within 90 days after FYE	 	 	 	 	 	Yes	 	No	 	N/A
	4)	 	Annual Financial Projections/Budget (prepared on a monthly basis)	 	Annually (within earlier 30 days of approval or 60 days of FYE), and when revised	 	 	 	 	 	Yes	 	No	 	N/A
	5)	 	A/R & A/P agings	 	If applicable	 	 	 	 	 	Yes	 	No	 	N/A
	6)	 	8-K, 10-K and 10-Q Filings	 	If applicable, within 5 days of filing	 	 	 	 	 	Yes	 	No	 	N/A
	7)	 	Compliance Certificate	 	Monthly within 30 days	 	 	 	 	 	Yes	 	No	 	N/A
	8)	 	IP Report	 	When required	 	 	 	 	 	Yes	 	No	 	N/A
	9)	 	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period	 	Monthly	 	$	         	 	 	Yes	 	No	 	N/A
	10)	 	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	 	Monthly	 	$	           	 	 	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


 


Financial Covenants


 


	Minimum Liquidity Requirement	 	 	Qualified Cash	 	 	Complies with Minimum Liquidity
 Requirement (Is Qualified Cash greater
 than or equal to the sum of $5,000,000
 plus the Qualified Cash A/P Amount?)
	 	 	 	$	           	 	 	Y	N



 






     


     


    

 


Other Matters


 


	1)	Have there been any changes in Key Persons 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 Two Hundred Fifty Thousand Dollars ($250,000.00)?	Yes	No
	 	 	 	 
	 	 	 	 
	4)	Has Borrower or any Subsidiary entered into or amended any Material Agreement? If yes, please explain and provide a copy of the Material Agreement(s) and/or amendment(s).	Yes	No
	 	 	 	 
	5)	Has Borrower provided the Collateral Agent with all notices required to be delivered under Sections 6.2(a) and 6.2(b) of the Loan Agreement?	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.)


 


Rezolute, Inc.


 


		 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 




 


	 	COLLATERAL AGENT USE ONLY



 


	 	Received by:	 	Date:	 



 


	 	Verified by:	 	Date:	 



 


	 	Compliance Status:	Yes	No


 









     


     


    




 



 


Exhibit F


CORPORATE BORROWING CERTIFICATE


 


	Borrower:	Rezolute, Inc. 	Date: [________], 202_
	Collateral Agent:	SLR INVESTMENT CORP., 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 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
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 Certificate of Incorporation nor such Bylaws have
been amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in full force
and effect as of the date hereof.


 


4.            The
following resolutions were 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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Blank]


 






     


     


    

 


Resolved,
that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf
of Borrower:


 


	Name	 	Title	 	Signature	 	Authorized to

                                                                                Add or Remove

                                                                                Signatories

		 		 		 	□
		 		 		 	□
		 		 		 	□
		 		 		 	□


 


Resolved
Further, that any one of the persons designated above with a checked box beside his or her name may, from time to time,
add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.


 


Resolved
Further, that such individuals may, on behalf of Borrower:


 


Borrow
Money. Borrow money from the Lenders.


 


Execute
Loan Documents. Execute any loan documents any Lender requires.


 


Grant
Security. Grant Collateral Agent a security interest in any of Borrower’s assets.


 


Negotiate
Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds.


 


Pay
Fees. Pay fees under the Loan Agreement or any other Loan Document.


 


Further
Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions.


 


Resolved
Further, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.


 


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Blank]


 






     


     


    

 


5.            The
persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names.


 


	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:	


 


*** If the Secretary, Assistant Secretary or other certifying officer
executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate
must also be signed by a second authorized officer or director of Borrower.


 


I, the __________________________ of Borrower, hereby certify as to
paragraphs 1 through 5 above, as of the date set forth above.


[print title]





 





	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:	


 


 


[Signature
Page to Corporate Borrowing Certificate]


 






     


     


    

 


EXHIBIT A


 


Certificate of Incorporation (including amendments)


 


[see attached]


 






     


     


    

 


EXHIBIT B


 


Bylaws


 


[see attached]


 






     


     


    

 


Exhibit G


 


ACH LETTER


 


SLR INVESTMENT CORP.


500 Park Avenue, 3rd Floor


New York, NY 10022


Attention: Anthony Storino


Fax: (212) 993-1698


Email: AStorino@slrcp.com


 


Re: Loan and Security Agreement dated
as of April 14, 2021 (the “Agreement”) by and among Rezolute, Inc. (“Borrower”), SLR Investment Corp.
(“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral
Agent”) and the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time, including SLR
in its capacity as a Lender and Collateral Agent (each a “Lender” and collectively, the “Lenders”). Capitalized
terms used but not otherwise defined herein shall have the meanings given them under the Agreement.


 


In connection with the above referenced Agreement,
the Borrower hereby authorizes the Collateral Agent to, at its discretion and with prior notice of at least one (1) Business Day,
initiate debit entries to the Borrower’s account indicated below (i) on each payment date of all Obligations then due and owing,
(ii) at any time any payment due and owing with respect to Lender Expenses, and (iii) upon an Event of Default, any other Obligations
outstanding, in each case pursuant to Section 2.3(e) of the Agreement. The Borrower authorizes the depository institution named
below to debit to such account.


 


	Depository
    Name	Branch
	City	State
    and Zip Code
	Transit/ABA
    Number	Account
    Number





This authority will remain in full force and effect
so long as any amounts are due under the Agreement.


 


 


REZOLUTE, INC.


 





	By:	 	 
	Title:	 	 
	Date:	 	 


 






     


     


    





 


Exhibit H


 


Form of Secured Promissory Note


 


SECURED PROMISSORY NOTE


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


 


$____________________          Dated:
[DATE]


 


FOR VALUE RECEIVED, the undersigned,
Rezolute, Inc., a Delaware corporation with offices located at 201 Redwood Shores Parkway, Suite 315, Redwood City, CA 94065
(“Borrower”), HEREBY PROMISES TO PAY [___________] or its registered assigns (“Lender”) the principal
amount of THIRTY MILLION DOLLARS ($ 30,000,000.00) 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][C] Loan, at the rates
and in accordance with the terms of the Loan and Security Agreement dated April [__], 2021 by and among Borrower, Lender, SLR Investment
Corp., 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 fees
and expenses, including, without limitation, attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce
any of Borrower’s obligations hereunder not performed when due subject to the terms of the Loan Agreement.


 


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


 






     


     


    

 


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


 


[Balance of Page Intentionally Left
Blank]


 






     


     


    

 


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


 


	 	BORROWER:
	 	 
	 	REZOLUTE, INC.
	 	 






	 	By	 
	 	Name:	 
	 	
    Title:
	 



 






     


     


    

 


LOAN AND PAYMENTS OF PRINCIPAL


 


	Date	 	 
Interest Rate
	 	Principal
 Amount
	 	Scheduled
 Payment Amount
	 	Notation By