Exhibit 10.20

LOAN AND SECURITY AGREEMENT

THISLOANANDSECURITYAGREEMENT(asthesamemayfromtimetotimebeamended,modified, supplementedorrestated,this“Agreement”)datedasofFebruary28,2020(the“EffectiveDate”)amongOXFORD FINANCELLC,aDelawarelimitedliabilitycompanywithanofficelocatedat133NorthFairfaxStreet,Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SUTRO BIOPHARMA, INC., a Delaware corporation with offices located at 310 Utah Avenue, Suite 150, South San Francisco, CA 94080 (“Borrower”),providesthetermsonwhichtheLendersshalllendtoBorrowerandBorrowershallrepaytheLenders. The parties agree asfollows:

1. ACCOUNTING AND OTHER TERMS

1.1 Accounting terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP, as applicable. Capitalized terms not otherwisedefinedinthisAgreementshallhavethemeaningssetforthinSection13.Allothertermscontainedinthis Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars, unless otherwisenoted.

2. LOANS AND TERMS OFPAYMENT

2.1 PromisetoPay.BorrowerherebyunconditionallypromisestopayCollateralAgent(forthebenefit oftheLenders),theoutstandingprincipalamountofallTermLoansadvancedtoBorrowerbyeachLenderandaccrued andunpaidinterestthereonandanyotheramountsduehereunderasandwhendueinaccordancewiththisAgreement.

2.2 Term Loan.

(a)Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of Twenty Five Million Dollars ($25,000,000) 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 bere-borrowed.

(ii) Subject to the terms and conditions  of  this  Agreement,  the  Lenders  agree, severallyandnotjointly,duringtheSecondDrawPeriod,tomaketermloanstoBorrowerinanaggregateamountup to Five Million Dollars ($5,000,000) 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”; each Term A Loan or Term B Loan is hereinafter referred to singly as a “Term Loan” and the TermALoansandtheTermBLoansarehereinafterreferredtocollectivelyasthe“TermLoans”).Afterrepayment, no Term B 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. Borroweragreestopay,ontheFundingDateofeachTermLoan,anyinitialpartialmonthlyinterestpaymentotherwise duefortheperiodbetweentheFundingDateofsuchTermLoanandthefirstPaymentDatethereof.Commencingon the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutiveequalmonthlypaymentsofprincipal,togetherwithapplicableinterest,inarrears,toCollateralAgent(for the benefit of the Lenders), as calculated by Collateral Agent (which calculations shall be deemed correct absent manifesterror)basedupon:(1)theamountofsuchLender’sTermLoan,(2)theeffectiverateofinterest,asdetermined in Section 2.3(a), and (3) a repayment schedule equal to twenty-four (24) months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and2.2(d).

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

(d)Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least thirty (30) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

2.3 Payment of Interest on the CreditExtensions.

(a)Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term LoansshallaccrueinterestatafloatingperannumrateequaltotheBasicRate,determinedbyCollateralAgentonthe Funding Date of the applicable Term Loan, which interest shall be payable monthly in arrears in accordance with Sections2.2(b)and2.3(e).InterestshallaccrueoneachTermLoancommencingon,andincluding,theFundingDate ofsuchTermLoan,andshallaccrueontheprincipalamountoutstandingundersuchTermLoanthroughandincluding the day on which such Term Loan is paid infull.

(b)Default Rate. Immediately upon the occurrence and during the continuance of an Eventof Default, Obligations shall accrue interest at a floating 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 CollateralAgent.

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

(d)Debit of Accounts. Collateral Agent and each Lender may debit (or ACH) any deposit accounts,maintainedbyBorroweroranyofitsSubsidiaries,includingtheDesignatedDepositAccount,forprincipal 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 aset-off.

(e)Payments.Exceptasotherwiseexpresslyprovidedherein,allpaymentsbyBorrowerunder theLoanDocumentsshallbemadetoCollateralAgentforthebenefitoftherespectiveLendertowhichsuchpayments are owed, at Collateral Agent’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 3:00 PM 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 underanyotherLoanDocument,includingpaymentsofprincipalandinterest,andallfees,expenses,indemnitiesand reimbursements,shallbemadewithoutset-off,recoupmentorcounterclaim,inlawfulmoneyoftheUnitedStatesand in immediately availablefunds.

2.4 Secured Promissory Notes. The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or aboutthe

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Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured PromissoryNote,anappropriatenotationonsuchLender’sSecuredPromissoryNoteRecordreflectingthemakingof such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forthonsuchLender’sSecuredPromissoryNoteRecordshallbeprimafacieevidenceoftheprincipalamountthereof 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 liketenor.

2.5 Fees. Borrower shall pay to CollateralAgent:

(a)FinalPayment.TheFinalPayment,whenduehereunder,tobesharedbetweentheLenders in accordance with their respective Pro RataShares;

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

(c)Good Faith Deposit. An amount of Fifty Thousand Dollars ($50,000) has been received byCollateralAgentasagoodfaithdepositfromBorroweronoraboutFebruary13,2020,andwillbeappliedtowards Lenders’ExpensesforthedocumentationandnegotiationofthisAgreementthatarepayablebytheBorrowerpursuant toSection2.5(d)hereof.Forthepurposesofclarity,BorrowershallberesponsibleforallLender’sExpensespayable pursuant to Section 2.5(d) hereof.

(d)Lenders’ Expenses. All out-of-pocket Lenders’ Expenses (including reasonableattorneys’ feesandexpensesfordocumentationandnegotiationofthisAgreement)incurredthroughandaftertheEffectiveDate, whendue.

2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clearofandwithoutdeductionforanyandallpresentorfuturetaxes,levies,imposts,duties,deductions,withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to taxor penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulationorinternationalagreementrequiresBorrowertomakeanywithholdingordeductionfromanysuchpayment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority; provided, that Borrower shall not be required to make such increased payment to a Lender who is not a United States Person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) or who has not provided a duly executed original IRS Form W-9 certifyingthatsuchLenderisexemptfromU.S.federalbackupwithholdingtax.Borrowerwill,uponrequest,furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment;provided,however,thatBorrowerneednotmakeanywithholdingpaymentiftheamountorvalidityofsuch withholdingpaymentiscontestedingoodfaithbyappropriateandtimelyproceedingsandastowhichpaymentinfull isbondedorreservedagainstbyBorrower.TheagreementsandobligationsofBorrowercontainedinthisSection2.6 shall survive the termination of this Agreement.

3. CONDITIONS OF LOANS

3.1 ConditionsPrecedenttoInitialCreditExtension.EachLender’sobligationtomakeaTermLoan 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:

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

applicable;

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

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

(d) [Reserved];

(e)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 EffectiveDate;

(f) a completed Perfection Certificate for Borrower and each of itsSubsidiaries;

(g) the Annual Projections, for the current calendaryear;

(h)dulyexecutedoriginalofficer’scertificateforBorrowerandeachSubsidiarythatisaparty to the Loan Documents, in a form acceptable to Collateral Agent and theLenders;

(i)certifiedcopies,datedasofdatenoearlierthanthirty(30)dayspriortotheEffectiveDate, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated orreleased;

(j)subject to the terms of the Post Closing Letter, to the extent requested by the Lenders, a landlord’sconsentexecutedinfavorofCollateralAgentinrespectofallofBorrower’sandeachSubsidiaries’leased locations;

(k)subject to the terms of the Post Closing Letter, 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 Fifty Thousand Dollars($250,000.00);

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

(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 theLenders;

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

(o) apayoffletterfromOxfordFinanceLLCandSiliconValleyBankinrespectoftheExisting

Indebtedness;

(p)evidence that (i) the Liens securing the Existing Indebtedness will be terminated, and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, beterminated;

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

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

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

(a)receipt by (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto;

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

(c) insuchLender’ssolebutreasonablediscretion,therehasnotbeenanyMaterialAdverse

Change;

(d)to the extent not delivered at the Effective Date, (i) duly executed original Secured Promissory Notes in the form attached hereto as Exhibit D in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date and (ii) Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender to purchase a certain number of shares of the Common Stock (as defined in the Warrant) as set forth therein; and

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

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

3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 3:00 PM Eastern time five (5) Business Days prior to the date the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed DisbursementLetter(andtheLoanPayment/AdvanceRequestForm,withrespecttoSVB)executedbyaResponsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term LoanCommitment.

4. CREATION OF SECURITY INTEREST

4.1 GrantofSecurityInterest.BorrowerherebygrantsCollateralAgent,fortheratablebenefitofthe Lenders,tosecurethepaymentandperformanceinfullofalloftheObligations,acontinuingsecurityinterestin,and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected securityinterestintheCollateral,subjectonlytoPermittedLiensthatarepermittedbythetermsofthisAgreementto

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have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratablebenefitoftheLenders,insuchwritingasecurityinterestthereinandintheproceedsthereof,allupontheterms of this Agreement, with such writing to be in form and substance reasonably satisfactory to CollateralAgent.

Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Unless otherwise provided in any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of BorrowerandBanktohaveallsuchObligationssecuredbythefirstpriorityperfectedsecurityinterestintheCollateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in thisAgreement).

IfthisAgreementisterminated,CollateralAgent’sLienintheCollateralshallcontinueuntiltheObligations (otherthaninchoateindemnityobligations)arerepaidinfullincash.UponpaymentinfullincashoftheObligations (otherthaninchoateindemnityobligations)andatsuchtimeastheLenders’obligationtomakeCreditExtensionshas terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral (includingbyfilinganyappropriateterminationstatementsandexecutingsuchotherdocumentsreasonablyrequested by Borrower, and at the sole cost and expense of Borrower, to effect and/or evidence the termination of its Liens in the Collateral) and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnityobligations),exceptforBankServices,aresatisfiedinfull,and(y)thisAgreementisterminated,Collateral AgentshallterminatethesecurityinterestgrantedhereinuponBorrowerprovidingcashcollateralacceptabletoBank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, it shall be sufficient cash collateral acceptable to Bank for securing such Bank Services in applying the provisions of clause (y) with respect to Bank Services that consist of Letters of Credit, if Borrower provides, to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters ofCredit.

4.2 Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financingstatementsortakeanyotheractionrequiredtoperfectCollateralAgent’ssecurityinterestsintheCollateral, withoutnoticetoBorrower,withallappropriatejurisdictionstoperfectorprotectCollateralAgent’sinterestorrights undertheLoanDocuments,includinganoticethatanydispositionoftheCollateral,excepttotheextentpermittedby the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.

4.3 Pledge of Collateral. Borrower hereby pledges, assigns and grants to Collateral Agent, for the ratablebenefitoftheLenders,asecurityinterestinalltheShares,togetherwithallproceedsandsubstitutionsthereof, allcash,stockandothermoneysandpropertypaidthereon,allrightstosubscribeforsecuritiesdeclaredorgrantedin connectiontherewith,andallothercashandnoncashproceedsoftheforegoing,assecurityfortheperformanceofthe Obligations. On the Effective Date, or, to the extent not certificated as of the Effective Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Collateral Agent, accompaniedbyaninstrumentofassignmentdulyexecutedinblankbyBorrower.Totheextentrequiredbytheterms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Collateral Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Sharesandtogiveconsents,waiversandratificationsinrespectthereof,providedthatnovoteshallbecastorconsent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or whichwouldconstituteorcreateanyviolationofanyofsuchterms.Allsuchrightstovoteandgiveconsents,waivers and ratifications shall terminate upon the occurrence and continuance of an Event ofDefault.

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5. REPRESENTATIONS ANDWARRANTIES

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 isdulyexistingandingoodstandingasaRegisteredOrganizationinitsjurisdictionsoforganizationorformationand BorrowerandeachofitsSubsidiariesisqualifiedandlicensedtodobusinessandisingoodstandinginanyjurisdiction inwhichtheconductofitsbusinessesoritsownershipofpropertyrequiresthatitbequalifiedexceptwherethefailure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that as of the Effective Date (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature pageofeachLoanDocumenttowhichitisaparty;(b)BorrowerandeachofitsSubsidiariesisanorganizationofthe typeandisorganizedinthejurisdictionsetforthonitsrespectivePerfectionCertificate;(c)eachPerfectionCertificate accuratelysetsfortheachofBorrower’sanditsSubsidiaries’organizationalidentificationnumberoraccuratelystates that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each ofitsSubsidiaries’placeofbusiness,or,ifmorethanone,itschiefexecutiveofficeaswellasBorrower’sandeachof itsSubsidiaries’mailingaddress(ifdifferentthanitschiefexecutiveoffice);(e)BorrowerandeachofitsSubsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizationalstructureortype,oranyorganizationalnumberassignedbyitsjurisdiction;and(f)allotherinformation set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete as of the Effective Date and as of any date that such Perfection Certificates may be updated after the Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organizationbutlaterbecomesone,BorrowershallnotifyCollateralAgentofsuchoccurrenceandprovideCollateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identificationnumber.

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

5.2 Collateral.

(a)Borrower and each of 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,SecuritiesAccounts,CommodityAccountsorotherinvestmentaccountsotherthantheCollateralAccounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the AccountDebtors.

(b)On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possessescomponentsoftheCollateralinexcessofTwoHundredFiftyThousandDollars($250,000.00).Noneof

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the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.

(c) AllInventoryisinallmaterialrespectsofgoodandmarketablequality,freefrommaterial

defects.

(d)Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectivelypurportstoown,freeandclearofallLiensotherthanPermittedLiens.ExceptasnotedonthePerfection Certificates or otherwise notified to Collateral Agent in writing after the Effective Date, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from grantingasecurityinterestinBorrower’sorsuchSubsidiaries’interestinsuchmateriallicenseormaterialagreement oranyotherproperty,or(ii) forwhichadefaultunderorterminationofcouldinterferewithCollateralAgent’sorany Lender’srighttosellanyCollateral.BorrowershallprovidewrittennoticetoCollateralAgentandeachLenderwithin ten(10)BusinessDaysofBorroweroranyofitsSubsidiariesenteringintoorbecomingboundbyanymateriallicense or other material agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to thepublic).

5.3 Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance  with Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the ResponsibleOfficers,threatenedinwritingbyoragainstBorroweroranyofitsSubsidiariesinvolvingmorethanTwo Hundred Fifty Thousand Dollars($250,000.00).

5.4 No Material Deterioration in Financial Condition; Financial Statements. All consolidated financialstatementsforBorroweranditsSubsidiaries,deliveredtoCollateralAgentfairlypresent,inconformitywith GAAP, as applicable, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deteriorationintheconsolidatedfinancialconditionofBorroweranditsSubsidiariessincethedateofthemostrecent financial statements submitted to anyLender.

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

5.6 RegulatoryCompliance.NeitherBorrowernoranyofitsSubsidiariesisan“investmentcompany” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. NeitherBorrowernoranyofitsSubsidiariesisengagedasoneofitsimportantactivitiesinextendingcreditformargin 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 anyofitsSubsidiariesisa“holdingcompany”oran“affiliate”ofa“holdingcompany”ora“subsidiarycompany”of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither BorrowernoranyofitsSubsidiarieshasviolatedanylaws,ordinancesorrules,theviolationofwhichcouldreasonably 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,ortransportinganyhazardoussubstanceotherthaninmaterialcompliancewithapplicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarationsorfilingswith,andgivenallnoticesto,allGovernmentalAuthoritiesthatarenecessarytocontinuetheir respective businesses as currentlyconducted.

NoneofBorrower,anyofitsSubsidiaries,oranyofBorrower’soritsSubsidiaries’Affiliatesoranyoftheir 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 thatevadesoravoids,orhasthepurposeofevadingoravoidingorattemptstoviolate,anyoftheprohibitionssetforth inanyAnti-TerrorismLaw,or(iii)isaBlockedPerson.NoneofBorrower,anyofitsSubsidiaries,ortotheknowledge 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 contributionoffunds,goodsorservicestoorforthebenefitofanyBlockedPerson,or(y)dealsin,orotherwise

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engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

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

5.8 Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timelyfiledallrequiredtaxreturnsandreports,andBorrowerandeachofitsSubsidiaries,hastimelypaidallforeign, federal,state,andlocaltaxes,assessments,depositsandcontributionsowedbyBorrowerandsuchSubsidiaries,inall jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence or unless such unpaid state and/or local taxes do not exceed $25,000 in the aggregate. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of thecommencementof,andanymaterialdevelopmentin,theproceedings,and(c)postsbondsortakesanyothersteps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries.Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other GovernmentalAuthority.

5.9 UseofProceeds.BorrowershallusetheproceedsoftheCreditExtensionssolelyasworkingcapital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agriculturalpurposes.

5.10 Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validlyissued,andarefullypaidandnon-assessable.ToBorrower’sknowledge,theSharesarenotthesubjectofany presentorthreatenedsuit,action,arbitration,administrativeorotherproceeding,andBorrowerknowsofnoreasonable grounds for the institution of any suchproceedings.

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender in connection with the transactions contemplated hereby, as of the date such representation, warranty, or other statement was made, taken togetherwithallsuchwrittencertificatesandwrittenstatementsgiventoCollateralAgentoranyLenderwithrespect to the transactions contemplated hereby, 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 thattheprojectionsandforecastsprovidedbyBorroweringoodfaithandbaseduponreasonableassumptionsarenot viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification,knowledgeorawarenessmeanstheactualknowledge,afterreasonableinvestigation,oftheResponsible Officers.

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6. AFFIRMATIVECOVENANTS

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

6.1 Government Compliance.

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

(b)Obtain and keep in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of itsSubsidiaries.

6.2 Financial Statements, Reports,Certificates.

(a) Deliver to eachLender:

(i)as soon as available, but no later than forty (40) days after the last day of each quarter,acompanypreparedconsolidatedandconsolidatingbalancesheet,incomestatementandcashflowstatement covering the consolidated operations of Borrower and its Subsidiaries for such quarter certified by a Responsible Officerasbeingfairlystatedinallmaterialrespects(subjecttonormalyear-endGAAPandauditadjustmentsandthe absence of footnotes) and in a form reasonably acceptable to CollateralAgent;

(ii)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 with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going-concern qualification typical for companies similar to Borrower) on the financial statements from an independent certified public accountingfirm;

(iii)as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financialprojectionsshallbesetforthinamonth-by-monthformat(suchannualfinancialprojectionsdeliveredunder this Section 6.2(a)(iii) to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after suchapproval);

(iv)withinfive(5)daysofdelivery,copiesofallstatements,reportsandnoticesmade available to Borrower’s security holders or holders of SubordinatedDebt;

(v)in the event (and during the period) 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 ExchangeCommission,

(vi)Borrower shall prompt notice of any material amendments of or other material changestothecapitalizationtableofBorrowerandanyamendmentsoforotherchangestotheOperatingDocuments of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto;

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(vii)prompt notice of any event (other than with respect to any third party) that could reasonably be expected to materially and adversely affect the value of the IntellectualProperty;

(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 applicableinstitution(s);

(ix)prompt written notice of any changes to the beneficial ownership information set out in Addendum 1 to the Perfection Certificate. Borrower understands and acknowledges that Collateral Agent and each Lender relies on such true, accurate and up-to-date beneficial ownership information to meet Collateral Agent’s and such Lender’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; and

(x) other information as reasonably requested by Collateral Agent or anyLender.

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

(b)Within thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a ResponsibleOfficer.

(c)KeepproperbooksofrecordandaccountinaccordancewithGAAPinallmaterialrespects (except for interim and unaudited financial statements), in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, 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 iscontinuing.

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, and their respective Account Debtors shallfollowBorrower’s,orsuchSubsidiary’s,customarypracticesastheyexistattheEffectiveDate.Borrowermust promptlynotifyCollateralAgentandtheLendersofallreturns,recoveries,disputesandclaimsthatinvolvemorethan Two Hundred Fifty Thousand Dollars ($250,000.00) individually or in the aggregate in any calendaryear.

6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and localtaxes,assessments,depositsandcontributionsowedbyBorroweroritsSubsidiaries,exceptfordeferredpayment ofanytaxescontestedpursuanttothetermsofSection5.8hereof,andshalldelivertoLenders,ondemand,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 suchplans.

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 showingCollateralAgentaslenderlosspayeeandwaivesubrogationagainstCollateralAgent,andallliabilitypolicies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be namedaslenderlosspayeeand/oradditionalinsuredwithrespecttoanysuchinsuranceprovidingcoverageinrespect ofanyCollateral,andeachproviderofanysuchinsuranceagree,byendorsementuponthepolicyorpoliciesissued

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byitorbyindependentinstrumentsfurnishedtotheCollateralAgent,thatitwillgivetheCollateralAgentthirty(30) dayspriorwrittennoticebeforeanysuchpolicy orpoliciesshallbemateriallyalteredorcanceled;providethatinthe eventthatanyproviderofanysuchinsurancerefusestogivetheCollateralAgentthirty(30)dayspriorwrittennotice before any such policy or policies shall be materially altered or canceled, then Borrower shall (i) give the Collateral Agenttwenty(20)dayspriorwrittennoticebeforeBorrowerinitiatesanymaterialalterationorcancelsanysuchpolicy or policies, and (ii) immediately give the Collateral Agent written notice upon obtaining knowledge that any such policy or policies shall be materially altered or canceled by a provider of any such insurance. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurredandiscontinuing,BorrowershallhavetheoptionofapplyingtheproceedsofanycasualtypolicyuptoTwo Hundred 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 replacementorrepairofdestroyedordamagedproperty;providedthatanysuchreplacedorrepairedproperty(i)shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Collateral Agent or such Lender deemsprudent.

6.6 Operating Accounts.

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

(b)BorrowershallprovideCollateralAgentfive(5)days’priorwrittennoticebeforeBorrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintainedtoexecuteanddeliveraControlAgreementorotherappropriateinstrumentwithrespecttosuchCollateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior totheestablishmentofsuchCollateralAccount,whichControlAgreementmaynotbeterminatedwithoutpriorwritten consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates as may be updated after the Effective Date subject to the review and approval of CollateralAgent.

(c)NeitherBorrowernoranyofitsSubsidiariesshallmaintainanyCollateralAccountsexcept Collateral Accounts maintained in accordance with Sections 6.6(a) and(b).

6.7 Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commerciallyreasonableeffortsconsistentwithcurrentbusinesspracticestoprotect,defendandmaintainthevalidity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly after Borrower becomes aware thereof advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property that is material to Borrower’s business; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent, provided, however, Borrower may abandon, modify or delay filing, prosecution or issuance of any immaterial Intellectual Property without Collateral Agent’s prior written consent if Borrower determines in its reasonable discretion that further prosecution of such application is not commercially reasonable, and provides Collateral Agent with prompt written notice of thesame.

6.8 Litigation Cooperation. Commencing on the Effective Date and continuing through the terminationofthisAgreement,makeavailabletoCollateralAgentandtheLenders,withoutexpensetoCollateral

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Agent or the Lenders at reasonable times and with reasonable advance notice, 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 CollateralAgentoranyLenderwithrespecttoanyCollateralorrelatingtoBorrower.Insuchevent,CollateralAgent andtheLendersshallworkcooperativelywithBorrowertominimizedisruption,totheextentreasonablypossible,of Borrower’s ongoingoperations.

6.9 Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent andtheLendersofanylitigationorgovernmentalproceedingspendingorthreatened(inwriting)againstBorroweror any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existenceofanyEventofDefaultoreventwhich,withthegivingofnoticeorpassageoftime,orboth,wouldconstitute anEventofDefault,BorrowershallgivewrittennoticetoCollateralAgentandtheLendersofsuchoccurrence,which suchnoticeshallincludeareasonablydetaileddescriptionofsuchEventofDefaultoreventwhich,withthegivingof notice or passage of time, or both, would constitute an Event ofDefault.

6.10 Intentionally Omitted.

6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after theEffectiveDate,intendstoaddanynewofficesorbusinesslocations,includingwarehouses,orotherwisestoreany portionoftheCollateralwith,ordeliveranyportionoftheCollateralto,abailee,ineachcasepursuanttoSection7.2, thenBorrowerorsuchSubsidiarywillfirstreceivethewrittenconsentofCollateralAgent(unlessthenewlocationis not the chief executive office of Borrower or such Subsidiary or the Collateral at such new location is not valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, and then Borrower or such Subsidiary shall only be required to provide Collateral Agent with written notice of such new location with thirty (30) days of the addition of such new location as an office or business location) and, in the event that the new location is the chief executiveofficeofBorrowerorsuchSubsidiaryortheCollateralatanysuchnewlocationisvaluedinexcessofTwo Hundred Fifty Thousand ($250,000.00) in the aggregate, 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 maybe.

6.12 Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral AgentoranyLendertocauseeachsuchSubsidiarytobecomeaco-BorrowerhereunderortoguaranteetheObligations ofBorrowerundertheLoanDocumentsand,ineachcase,grantacontinuingpledgeandsecurityinterestinandtothe assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in whichBorroweroranySubsidiarycreatesoracquiresaForeignSubsidiaryinanacquisitionpermittedbySection7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to become a co-Borrower hereunder, guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfactionofCollateralAgentthatsuchForeignSubsidiaryprovidingsuchguaranteeorpledgeandsecurityinterest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal RevenueCode.

6.13 Further Assurances.

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

(b)Deliver to Collateral Agent and Lenders, within five (5) days after the same are sent or received,copiesofallmaterialcorrespondence,reports,documentsandotherfilingswithanyGovernmentalAuthority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material AdverseChange.

7. NEGATIVECOVENANTS

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

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn out or obsolete Equipment; (c) of property by the Borrower to a Subsidiary that is a Guarantor; (d) in connection with Permitted Assignments, Permitted Liens, Permitted Investments and Permitted Licenses; and (e) Transfers in the ordinary course of business of Borrower, or itsSubsidiaries,inadditiontothosespecificallyenumeratedabove,totheextentthesamearespecificallyreflectedin the Annual Projections and not otherwise prohibited by the terms of this Agreement or any other LoanDocument.

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit anyofitsSubsidiariestoengageinanybusinessotherthanthebusinessesengagedinbyBorrowerasoftheEffective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) Business Days of such change, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than fortyninepercent(49%)ofthevotingstockofBorrowerimmediatelyaftergivingeffecttosuchtransactionorrelated series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placementofpublicequityortoventurecapitalinvestorssolongasBorroweridentifiestoCollateralAgenttheventure capital investors prior to the closing of the transaction). Borrower shall not, 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 (i) contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower or any of its Subsidiaries and (ii) are not Borrower’s or its Subsidiaries’ chief executive office);(B)changeitsjurisdictionoforganization,(C)changeitsorganizationalstructureortype,(D)changeitslegal name, or (E) change any organizational number (if any) assigned by its jurisdiction oforganization.

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 thecapitalstock,sharesorpropertyofanotherPerson.ASubsidiarymaymergeorconsolidateintoanotherSubsidiary (providedsuchsurvivingSubsidiaryisa“co-Borrower”hereunderorhasprovidedasecuredGuarantyofBorrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom. Without limiting the foregoing, Borrower shall not, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt to facilitate a merger or acquisition of Borrower, unless (i) no Event of Default exists when such agreement is entered into by Borrower, (ii) such agreement does not give such Person the right to claim any fees, payments or damages from Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), and (iii) Borrower notifies Collateral Agent in advance of entering into such an agreement.

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

7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein(except

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for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in orupon,orencumberinganyofBorrower’sorsuchSubsidiary’sIntellectualProperty,exceptasisotherwisepermitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

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

7.7 Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than repurchases (x) made 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 One Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year, (y) that are deemed to occur upon exercise of stock options or warrants if such equity interests represents a portion of the exercise price or such options or warrants, or (z) that are deemed to occur upon the withholding of a portion of the equity interests granted or awarded to a current or former officer, director, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or upon vesting thereof), or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to doso.

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transactionwithanyAffiliateofBorroweroranyofitsSubsidiaries,exceptfor(a)transactionsthatareintheordinary 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.

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the termsofthesubordination,intercreditor,orothersimilaragreementtowhichsuchSubordinatedDebtissubject,or

(b)amendanyprovisioninanydocumentrelatingtotheSubordinatedDebtwhichwouldincreasetheamountthereof or adversely affect the subordination thereof to Obligations owed to the Lenders.

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum fundingrequirementsofERISA,permitaReportableEventorProhibitedTransaction,asdefinedinERISA,tooccur; 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; 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 GovernmentalAuthority.

7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifiesBorrowerandeachofitsSubsidiariesandtheirprincipals,whichinformationincludesthenameandaddress of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall,norshallBorroweroranyofitsSubsidiariespermitanyAffiliateto,directlyorindirectly,knowinglyenterinto any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower orany

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ofitsSubsidiaries,permitanyAffiliateto,directlyorindirectly,(i)conductanybusinessorengageinanytransaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds,goodsorservicestoorforthebenefitofanyBlockedPerson,(ii)dealin,orotherwiseengageinanytransaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executiveorderorotherAnti-TerrorismLaw,or(iii)engageinorconspiretoengageinanytransactionthatevadesor avoids,orhasthepurposeofevadingoravoiding,orattemptstoviolate,anyoftheprohibitionssetforthinExecutive Order No. 13224 or other Anti-TerrorismLaw.

8. EVENTS OFDEFAULT

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

8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cureperiod);

8.2 Covenant Default.

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation inSections

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

(b)Borrower,oranyofitsSubsidiaries,failsorneglectstoperform,keep,orobserveanyother term,provision,condition,covenantoragreementcontainedinthisAgreementoranyLoanDocuments,andastoany default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreementthatcanbecured,hasfailedtocurethedefaultwithinten(10)daysaftertheoccurrencethereof;provided, however,thatifthedefaultcannotbyitsnaturebecuredwithintheten(10)dayperiodorcannotafterdiligentattempts byBorrowerbecuredwithinsuchten(10)dayperiod,andsuchdefaultislikelytobecuredwithinareasonabletime, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this  Sectionshallnotapply,amongotherthings,tofinancialcovenantsoranyothercovenantssetforthinsubsection

(a) above;

8.3 Material Adverse Change. A Material Adverse Changeoccurs;

8.4 Attachment; Levy; Restraint onBusiness.

(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 LenderoranyLender’sAffiliateoranybankorotherinstitutionatwhichBorroweroranyofitsSubsidiariesmaintains aCollateralAccount,or(ii)anoticeoflien,levy,orassessmentisfiledagainstBorroweroranyofitsSubsidiariesor theirrespectiveassetsbyanygovernmentagency,andthesameundersubclauses(i)and(ii)hereofarenot,withinten

(10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and

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

8.5 Insolvency. (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any ofitsSubsidiariesbeginsanInsolvencyProceeding;or(c)anInsolvencyProceedingisbegunagainstBorroweror

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anyofitsSubsidiariesandnotdismissedorstayedwithinforty-five(45)days(butnoCreditExtensionsshallbemade while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding isdismissed);

8.6 Other Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or that could reasonably be expected to have a Material AdverseChange;

8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered againstBorroweroranyofitsSubsidiariesandshallremainunsatisfied,unvacated,orunstayedforaperiodoften

(10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree);

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

8.9 Subordinated Debt.A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of suchagreement;

8.10 Guaranty.(a) AnyGuarantyterminatesorceasesforanyreasontobeinfullforceandeffect;

(b)any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor;

8.11 Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended,modifiedinanadversemanner,ornotrenewedintheordinarycourseforafulltermandsuchrevocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material AdverseChange;

8.12 Lien Priority. Any Lien created hereunder or by any other Loan Document shall at any time fail toconstituteavalidandperfectedLienonanyoftheCollateralpurportedtobesecuredthereby,subjecttonoprioror equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement; or

8.13 Delisting.ThesharesofcommonstockofBorroweraredelistedfromtheNASDAQCapitalMarket or New York Stock Exchange (or any other nationally recognized stock exchange in the United States having listing standards at least as restrictive as the NASDAQ Capital Market or New York Stock Exchange) because of failure to comply with continued listing standards thereof or due to a voluntary delisting which results in such shares not being listedontheNASDAQCapitalMarket,NewYorkStockExchangeoranyothernationallyrecognizedstockexchange intheUnitedStateshavinglistingstandardsatleastasrestrictiveastheNASDAQCapitalMarketorNewYorkStock Exchange.

9. RIGHTS ANDREMEDIES

9.1 Rights andRemedies.

(a)Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may,andatthewrittendirectionofRequiredLendersshall,withoutnoticeordemand,doanyor allofthefollowing:

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(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 andpayablewithoutanyactionbyCollateralAgentortheLenders)or(iii)bynoticetoBorrowersuspendorterminate theobligations,ifany,oftheLenderstoadvancemoneyorextendcreditforBorrower’sbenefitunderthisAgreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default describedinSection8.5occursallobligations,ifany,oftheLenderstoadvancemoneyorextendcreditforBorrower’s benefitunderthisAgreementorunderanyotheragreementbetweenBorrowerandCollateralAgentand/ortheLenders shall be immediately terminated without any action by Collateral Agent or theLenders).

(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, without notice or demand, to do any or all of thefollowing:

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

(ii)applytotheObligationsany(a)balancesanddepositsofBorrowerthatCollateral AgentoranyLenderholdsorcontrols,or(b)anyamountheldorcontrolledbyCollateralAgentoranyLenderowing to or for the credit or the account of Borrower;and/or

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

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

(i)settleoradjustdisputesandclaimsdirectlywithAccountDebtorsforamountson 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 suchaccount;

(ii)makeanypaymentsanddoanyactsitconsidersnecessaryorreasonabletoprotect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premiseswheretheCollateralislocated,takeandmaintainpossessionofanypartoftheCollateral,andpay,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 orremedies;

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

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

(v) demand and receive possession of Borrower’sBooks;

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(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 itsSubsidiaries;

(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 termsthereof);

(viii)for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred five percent (105%);and

(y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110%), of the DollarEquivalentoftheaggregatefaceamountofallLettersofCreditremainingundrawn(plusallinterest,fees,and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;and

(ix) terminate any FX Contracts.

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, CollateralAgentshallhavetherighttoexerciseanyandallremediesreferencedinthisSection9.1withoutthewritten consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of CollateralAgent,imminentlythreatenstheabilityofCollateralAgenttorealizeuponalloranymaterialportionofthe 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 expectedtoresultinamaterialdiminutioninvalueoftheCollateral.NotwithstandinganyprovisionofthisAgreement oranyoftheLoanDocumentstothecontrary,forsolongasCelgeneCorporation’sexistingcollaborationandlicense agreement(referringspecificallytotheamendedandrestatedagreementineffectsinceAugust2,2017)withBorrower remainsineffect,CollateralAgentshallnotexerciseanyofitsrightsorremedieswithrespecttoanyCollaterallocated at870and894IndustrialRoad,SanCarlos,CA94070,foraperiodoffive(5)BusinessDaysfollowingtheoccurrence of any Event of Default (other than an Event of Default described in Section8.5).

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’soranyofitsSubsidiaries’nameonanychecksorotherformsofpaymentorsecurity;(b) signBorrower’s oranyofitsSubsidiaries’nameonanyinvoiceorbillofladingforanyAccountordraftsagainstAccountDebtors;

(c)settleandadjustdisputesandclaimsabouttheAccountsdirectlywithAccountDebtors,foramountsandonterms Collateral Agent determines reasonable; (d)make, settle, and adjust all claims under Borrower’s insurance policies;

(e)pay,contestorsettleanyLien,charge,encumbrance,securityinterest,andadverseclaiminortotheCollateral,or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensionsterminates.

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 SubsidiariesisobligatedtopayunderthisAgreementoranyotherLoanDocument,CollateralAgentmayobtainsuch insuranceormakesuchpayment,andallamountssopaidbyCollateralAgentareLenders’Expensesandimmediately

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due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default.

9.4 Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waivestherighttodirecttheapplicationofanyandallpaymentsatanytimeortimesthereafterreceivedbyCollateral 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 proceedsofanysaleof,orotherrealizationuponalloranypartoftheCollateralshallbeapplied:first,totheLenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisionsoftheUnitedStatesBankruptcyCode,wouldhaveaccruedonsuchamounts);third,totheprincipalamount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral AgentoranyLenderundertheLoanDocuments.AnybalanceremainingshallbedeliveredtoBorrowerortowhoever 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 applicationtothenextsucceedingcategory,and(y)eachofthePersonsentitledtoreceiveapaymentinanyparticular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sumsasmaybenecessarytoensuretheratablerepaymentofeachLender’sportionofanyTermLoanandtheratable distributionofinterest,feesandreimbursementspaidormadebyBorrower.Notwithstandingtheforegoing,aLender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or otherLenderssuchsumsasmaybenecessarytoensuretheratablepaymentofsuchscheduledpayments,asinstructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the otherLenderforapplicationtothepaymentsofamountsdueontheotherLenders’claims.Totheextentanypayment fortheaccountofBorrowerisrequiredtobereturnedasavoidabletransferorotherwise,theLendersshallcontribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interesttherein.

9.5 Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable bankingpracticesregardingthesafekeepingoftheCollateralinthepossessionorunderthecontrolofCollateralAgent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral;(b)anylossordamagetotheCollateral;(c)anydiminutioninthevalueoftheCollateral;or(d)anyactor default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6 No Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shallnotwaive,affect,ordiminishanyrightofCollateralAgentoranyLenderthereaftertodemandstrictperformance 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 andremediesofCollateralAgentandtheLendersunderthisAgreementandtheotherLoanDocumentsarecumulative. 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, andCollateral

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Agent’soranyLender’swaiverofanyEventofDefaultisnotacontinuingwaiver.CollateralAgent’soranyLender’s delay in exercising any remedy is not a waiver, election, oracquiescence.

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 isliable.

10. NOTICES

All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business DaysafterdepositintheU.S.mail,firstclass,registeredorcertifiedmailreturnreceiptrequested,withproperpostage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) upon delivery, when sent by email mail, (d) one(1)BusinessDayafterdepositwithareputableovernightcourierwithallchargesprepaid;or(e)whendelivered, 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 Section10.

Ifto Borrower:Sutro Biopharma, Inc.

310 Utah Avenue, Suite 150 South San Francisco, CA 94080 Attn: Edward Albini

Email: ealbini@sutrobio.com

with a copy (which shall not constitute notice) to:

Fenwick & West LLP

1191 Second Ave, 10th Floor Seattle, WA 98101

Attn: Amanda Rose Fax: (415) 281-1350

Email: arose@fenwick.com

If toCollateralAgent:OXFORD FINANCELLC

133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225

Email: LegalDepartment@oxfordfinance.com

with acopy to SILICON VALLEYBANK 3003 TasmanDrive

Santa Clara, CA 95054 Attn: Peter Sletteland

Fax: Email:PSletteland@svb.com

with a copy (which shall not constitute notice) to:

Troutman Sanders LLP

401 9th Street, NW, Suite 1000

Washington, DC 20004 Attn: Charles Charpentier Fax: (202) 274-2994

Email: charles.charpentier@troutmansanders.com

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11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER, AND JUDICIALREFERENCE

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

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

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR

RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, thepartiesheretoagreethatanyandalldisputesorcontroversiesofanynaturebetweenthemarisingatanytimeshall bedecidedbyareferencetoaprivatejudge,mutuallyselectedbytheparties(or,iftheycannotagree,bythePresiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall havethepower,amongothers,tograntprovisionalrelief,includingwithoutlimitation,enteringtemporaryrestraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicialreferenceprocedures,thensuchpartymayapplytotheSantaClaraCounty,CaliforniaSuperiorCourtforsuch relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicialproceedingsinthesamemannerasatrialcourtjudge.Thepartiesagreethattheselectedorappointedprivate judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisionalremedies.Theprivatejudgeshallalsodetermineallissuesrelatingtotheapplicability,interpretation,and enforceability of this paragraph.

12. GENERALPROVISIONS

12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheldinCollateralAgent’sandeachLender’sdiscretion,subjecttoSection12.6).TheLendershavetheright,

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without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment, negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee)ofitsobligations,rights,andbenefitsunderthisAgreementandtheotherLoanDocumentsshallrequirethe prior written consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shallhavereceivedsuchotherinformationregardingsuchEligibleAssigneeorApprovedLenderasCollateralAgent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect ofthe Warrants or

(ii)inconnectionwith(x)assignmentsbyaLenderduetoaforceddivestitureattherequestofanyregulatoryagency; or(y)upontheoccurrenceofadefault,eventofdefaultorsimilaroccurrencewithrespecttoaLender’sownfinancing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent.

12.2 Indemnification.Borroweragreestoindemnify,defendandholdCollateralAgentandtheLenders andtheirrespectivedirectors,officers,employees,agents,attorneys,oranyotherPersonaffiliatedwithorrepresenting Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; orarisingfrom,outoforunder,thetransactionscontemplatedbytheLoanDocuments;and(b)alllossesorLenders’ Expensesincurred,orpaidbyIndemnifiedPersoninconnectionwith;related to;following;orarisingfrom,outof or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and Borrower(includingreasonableattorneys’feesandexpenses),exceptforClaimsand/orlossesdirectlycausedbysuch Indemnified Person’s gross negligence or willful misconduct. Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designatedapartytheretoandincludinganysuchproceedinginitiatedbyoronbehalfofBorrower,andthereasonable 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)assertinganyrighttopaymentforthetransactionscontemplatedherebywhichmaybeimposedon,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 willfulmisconduct.

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

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

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

12.6 AmendmentsinWriting;Integration.(a)Noamendment,modification,terminationorwaiverof 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 providedthat:

(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 writtenconsent;

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(ii)nosuchamendment,waiverormodificationthatwouldaffecttherightsandduties of Collateral Agent shall be effective without Collateral Agent’s written consent orsignature;

(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 Loanorforgiveanyprincipal,interest(otherthandefaultinterest)orfees(otherthanlatecharges)withrespecttoany TermLoan(B)postponethedatefixedfor,orwaive,anypaymentofprincipalofanyTermLoanorofinterestonany 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 LenderswhichshallberequiredfortheLenderstotakeanyactionhereunder;(D)releaseallorsubstantiallyallofany 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 permittedunderthisAgreementortheotherLoanDocuments(includinginconnectionwithanydispositionpermitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the precedingsentence;

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

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

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

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

12.8 Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. Without limiting the foregoing, except as otherwise provided in Section 4.1, the grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall haverun.

12.9 Confidentiality. In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of informationmaybemade:(a)subjecttothetermsandconditionsofthisAgreement,totheLenders’andCollateral

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Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upontheoccurrenceofadefault,eventofdefaultorsimilaroccurrencewithrespecttosuchfinancingorsecuritization transaction;(b)toprospectivetransferees(otherthanthoseidentifiedin(a)above)orpurchasersofanyinterestinthe CreditExtensions(provided,however,theLendersandCollateralAgentshall,exceptupontheoccurrenceandduring the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein.Confidentialinformationdoesnotincludeinformationthateither:(i)isinthepublicdomainorintheLenders’ 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; or (ii) is disclosed to the Lenders and/or CollateralAgentbyathirdparty,iftheLendersand/orCollateralAgentdoesnotknowthatthethirdpartyisprohibited 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 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section12.9.

12.10 Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interestandrightofsetoffassecurityforallObligationstoCollateralAgentandeachLenderhereunder,whethernow existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations, provided that Collateral Agent shall use commercially reasonable efforts to promptly notify Borrower in writing of any such set- off. Notwithstanding the foregoing, in no event shall Collateral Agent’s failure to notify Borrower pursuant to the foregoing sentence cause or result in any breach of this Agreement, subject Collateral Agent or any Lender to any liability or in any way limit or restrict any rights or remedies available to Collateral Agent or any Lender pursuant to this Agreement, any other Loan Document or otherwise. 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 IRREVOCABLYWAIVED.

12.11 Silicon Valley Bank as Agent. Collateral Agent hereby appoints Silicon Valley Bank (“SVB”) as its agent (and SVB hereby accepts such appointment) for the purpose of perfecting Collateral Agent’s Liens in assets which,inaccordancewithArticle8orArticle9,asapplicable,oftheCodecanbeperfectedbypossessionorcontrol, including without limitation, all deposit accounts maintained atSVB.

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

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13. DEFINITIONS

13.1 Definitions. As used in this Agreement, the following terms have the followingmeanings:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

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

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

“Agreement” is defined in the preamble hereof.

“Amortization Date” is, with respect to a Term Loan, April 1, 2022. “Annual Projections” is defined in Section 6.2(a).

“Anti-TerrorismLaws”areanylawsrelatingtoterrorismormoneylaundering,includingExecutiveOrder No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered byOFAC.

“Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or willbe)engagedinmaking,purchasing,holdingorotherwiseinvestingincommercialloansandsimilarextensionsof 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(otherthananaturalperson)oranAffiliateofaPerson(otherthananaturalperson)thatadministersormanages a Lender.

“Approved Lender” is defined in Section 12.1. “Bank” is defined in the preamble hereof.

“Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafterprovidedtoBorroweroranyofitsSubsidiariesbyBankoranyBankAffiliate,including,withoutlimitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “Bank Services Agreement”).

“Basic Rate” is, with respect to the Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) eight and seven one hundredths of one percent (8.07%) or

(ii)thesumof(a)thegreaterof(1)thethirty(30)dayU.S.LIBORratereportedintheWallStreetJournalonthelast BusinessDayofthemonththatimmediatelyprecedesthemonthinwhichtheinterestwillaccrueor(2)oneandsixty- seven one hundredths of one percent (1.67%) plus (b) six and four tenths of one percent (6.40%). For the avoidance of doubt, the Basic Rate shall never be less than 8.07%. If The Wall Street Journal (or another nationally recognized ratereportingsourceacceptabletoCollateralAgent)nolongerreportstheU.S.LIBORRateorifsuchinterestrateno longer exists or if The Wall Street Journal no longer publishes the U.S. LIBOR Rate or ceases to exist, Collateral Agent may in good faith, and with reference to the margin above such interest rate in this definition, select a replacementinterestrateandreplacementmarginabovesuchinterestratethatresultsinasubstantiallysimilarinterest ratefloorandtotalrateineffectimmediatelypriortotheeffectivenessofsuchreplacementinterestrateand

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replacement margin, or replacement publication, as the case may be, and shall notify Borrower of such replacement interest rate and replacement margin or replacement publication. Notwithstanding the foregoing, the Basic Rate for the Term Loan for the period from the Effective Date through and including February 29, 2020 shall be eight and seven hundredths of one percent (8.07%).

“Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, ExecutiveOrderNo.13224,(b)aPersonownedorcontrolledby,oractingfororonbehalfof,anyPersonthatislisted 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 thatcommits,threatensorconspirestocommitorsupports“terrorism”asdefinedinExecutiveOrderNo.13224,or

(e)aPersonthatisnameda“speciallydesignatednational”or“blockedperson”onthemostcurrentlistpublishedby OFAC or other similarlist.

“Borrower” is defined in the preamble hereof.

“Borrower’sBooks”areBorrower’soranyofitsSubsidiaries’booksandrecordsincludingledgers,federal, and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operationsorfinancialcondition,andallcomputerprogramsorstorageoranyequipmentcontainingsuchinformation.

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

StatesoranyagencyoranyStatethereofhavingmaturitiesofnotmorethanone(1)yearfromthedateofacquisition;

(b)commercial paper or other debt securities maturing no more than one (1) year after the date of acquisition and a rating of at least A (or the equivalent) from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) time deposits, certificates of deposit and bankers’ acceptances maturing no more than one (1) year after the date of acquisition, provided that the account in which any such time deposit, certificate of deposit or bankers’ acceptance is maintained is subject to a Control Agreement in favor of Collateral Agent, (d) demand deposits and overnight bank deposits, provided that the account in which any such deposit is maintained is subject to a Control Agreement in favor of Collateral Agent, (e) money market funds that invest in short term investment grade investments, provided that the account in which any such money market funds are maintained is subject to a Control AgreementinfavorofCollateralAgent,and(f)investmentssimilartothosedescribedinclauses(a)through(e)above thatarepermittedpursuanttoBorrower’sinvestmentpolicyasapprovedbytheBoardofDirectorsofBorrowerfrom time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by BorroweroranyofitsSubsidiariesshallbeconclusivelydeterminedbytheLendersasanineligibleCashEquivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction rate security (each, an “Auction RateSecurity”).

“Claims” are defined in Section 12.2.

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisionsoflaw,anyoralloftheattachment,perfection,orpriorityof,orremedieswithrespectto,CollateralAgent’s LienonanyCollateralisgovernedbytheUniformCommercialCodeineffectinajurisdictionotherthantheStateof California,theterm“Code”shallmeantheUniformCommercialCodeasenactedandineffectinsuchother

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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.

“Collaboration Agreement” means that certain Amended and Restated Collaboration and License Agreement entered into by the Borrower and Celgene Corporation as of August 2, 2017.

“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.

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

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

“CommodityAccount”isany“commodityaccount”asdefinedintheCodewithsuchadditionstosuchterm as may hereafter bemade.

“Communication” is defined in Section 10.

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

“ContingentObligation”is,foranyPerson,anydirectorindirectliability,contingentornot,ofthatPerson for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly orindirectlyguaranteed,endorsed,co-made,discountedorsoldwithrecoursebythatPerson,orforwhichthatPerson is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) the net obligations in respect of 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 ordinarycourseofbusiness.TheamountofaContingentObligationisthestatedordeterminedamountoftheprimary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liabilityforitdeterminedbythePersoningoodfaith;buttheamountmaynotexceedthemaximumoftheobligations under any guarantee or other supportarrangement.

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

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protectionsineachworkorauthorshipandderivativeworkthereof,whetherpublishedorunpublishedandwhetheror not the same also constitutes a tradesecret.

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

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

“DepositAccount”isany“depositaccount”asdefinedintheCodewithsuchadditionstosuchtermasmay hereafter bemade.

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“Designated Deposit Account” is Borrower’s deposit account, account number *****3228, maintained with

Bank.

“Disbursement Letter” is that certain form attached hereto as Exhibit B-1.

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determinedbyBankatsuchtimeonthebasisofthethen-prevailingrateofexchangeinSanFrancisco,California,for sales of the Foreign Currency for transfer to the country issuing such ForeignCurrency.

“Dollars,” “dollars” and “$” each mean lawful money of the United States. “Effective Date” is defined in the preamble of this Agreement.

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial financecompanies,ineachcase,whicheither(A)hasaratingofBBBorhigherfromStandard&Poor’sRatingGroup and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitizationtransactionandanytransfereeofsuchPersonorpartyupontheoccurrenceofadefault,eventofdefault orsimilaroccurrencewithrespecttosuchfinancingorsecuritizationtransaction;providedthatnosuchsale,transfer, pledgeorassignmentunderthisclause(y)shallreleasesuchLenderfromanyofitsobligationshereunderorsubstitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effectiveassignmentagreementfromsuchPersonorpartyinformsatisfactorytoCollateralAgentexecuted,delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as Collateral Agent reasonably shallrequire.

“EMDLicenseAgreement”meansthatcertainLicenseAgreemententeredintobytheBorrowerandMerck KGaA as of September 16,2014.

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

“ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations. “Existing Indebtedness” is the indebtedness of Borrower to Oxford Finance LLC and Silicon Valley Bank

in the aggregate principal outstanding amount as of the Effective Date of approximately Nine Million Dollars ($9,000,000.00)pursuanttothatcertainLoanandSecurityAgreement,datedAugust4,2017,asamendedandrestated from time to time, entered into by and among Oxford Finance LLC, Silicon Valley Bank andBorrower.

“Event of Default” is defined in Section 8.

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any

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Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

“Final Payment Percentage” is three and eighty-three one hundredths of one percent (3.83%). “Foreign Currency” means lawful money of a country other than the United States.

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

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

“FXContract”isanyforeignexchangecontractbyandbetweenBorrowerandBankunderwhichBorrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specifieddate.

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

“General Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights,copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions,paymentintangibles,royalties,contractrights,goodwill,franchiseagreements,purchaseorders,customer lists,routelists,telephonenumbers,domainnames,claims,incomeandothertaxrefunds,securityandotherdeposits, 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 anykind.

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

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

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

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

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

“Indemnified Person” is defined in Section 12.2.

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

“Insolvent” means not Solvent.

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

(a) its Copyrights, Trademarks andPatents;

(b)anyandalltradesecretsandtradesecretrights,including,withoutlimitation,anyrightsto unpatented inventions, know-how, operating manuals, and domain names;

(c) any and all sourcecode;

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

(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) allamendments,renewalsandextensionsofanyoftheCopyrights,TrademarksorPatents. “Inventory”isall“inventory”asdefinedintheCodeineffectonthedatehereofwithsuchadditionstosuch

termasmayhereafterbemade,andincludeswithoutlimitationallmerchandise,rawmaterials,parts,supplies,packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

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

“Key Person” is each of Borrower’s (i) Chief Executive Officer, who is William Newell as of the Effective Date, and (ii) Chief Financial Officer, who is Edward C. Albini as of the Effective Date.

“Lender” is any one of the Lenders.

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

“Lenders’ Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ feesandexpenses,aswellasappraisalfees,feesincurredonaccountofliensearches,inspectionfees,andfilingfees) forpreparing,amending,negotiating,administering,defendingandenforcingtheLoanDocuments(including,without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the LoanDocuments.

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.

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

“Loan Documents” are, collectively, this Agreement, the Warrants, the Perfection Certificates, each ComplianceCertificate,eachDisbursementLetter,eachLoanPayment/AdvanceRequestFormandanyBankServices

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Agreement, the Post Closing Letter, each Guaranty, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present or future agreement entered into by Borrower, any GuarantororanyotherPersonforthebenefitoftheLendersandCollateralAgentinconnectionwiththisAgreement; all as amended, restated, or otherwisemodified.

“Loan Payment/Advance Request Form” is that certain form attached hereto as Exhibit B-2.

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s LienintheCollateralorinthevalueofsuchCollateral;(b)amaterialadversechangeinthebusiness,oroperationsor condition (financial or otherwise) of Borrower or, Borrower and each of its Subsidiaries, taken as a whole; or (c) a material impairment of the prospect of repayment of any portion of theObligations.

“Maturity Date” is, for each Term Loan, March 1, 2024.

“Merck Collaboration Agreement” means that certain Exclusive Patent License and Research Collaboration Agreement entered into by the Borrower and Merck Sharp & Dohme Corp. as of July 23, 2018.

“Obligations” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connectionwith,relatedto,following,orarisingfrom,outoforunder,thisAgreementor,theotherLoan Documents (other than the Warrants), or otherwise, including, without limitation, all obligations relating to letters of credit (includingreimbursementobligationsfordrawnandundrawnlettersofcredit),cashmanagementservices,andforeign exchange contracts, if any, unless otherwise provided in any applicable Bank Services Agreement, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants).

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

“OFACLists”are,collectively,theSpeciallyDesignatedNationalsandBlockedPersonsListmaintainedby OFACpursuanttoExecutiveOrderNo.13224,66Fed.Reg.49079(Sept.25,2001)and/oranyotherlistofterrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable ExecutiveOrders.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the SecretaryofState(orequivalentagency)ofsuchPerson’sjurisdictionoforganizationonadatethatisnoearlierthan 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 modificationsthereto.

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

“Payment Date” is the first (1st) calendar day of each calendar month, commencing on April 1, 2020. “Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1.

“Permitted Assignment” means an assignment (i) to Celgene Corporation by Borrower, or any of its Subsidiaries, of the composition of matter, methods of use, and formulation of each Nominated Development Candidate (as defined in the Collaboration Agreement) and corresponding Licensed Product (as defined in the CollaborationAgreement);providedthat(a)innoeventshalltheforegoingincludeanySUTROIP(asdefinedinthe Collaboration Agreement); and (b) all upfront payments, milestone payments or other proceeds arising from the assignment that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by aControlAgreement;(ii)toMerckSharp&DohmeCorp.pursuanttotheMerckCollaborationAgreement;provided

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that (a) in no event shall the foregoing include any of Borrower’s, or any of its Subsidiaries’ background Intellectual Propertyand/orcoretechnology(assuchtermsaretobedefinedinsuchlicenseand/orcollaborationagreement);and

(b) all upfront payments, milestone payments or other proceeds arising from the assignment that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement; (iii) to Merck KGaA pursuant to the EMD License Agreement; provided that (a) in no event shall the foregoing include any of Borrower’s, or any of its Subsidiaries’ background Intellectual Property and/or core technology (as such terms are to be defined in such license and/or collaboration agreement); and (b) all upfront payments, milestone payments or otherproceedsarisingfromtheassignmentthatarepayabletoBorroweroranyofitsSubsidiariesarepaidtoaDeposit Account that is governed by a Control Agreement; and (iv) to a third party (other than Celgene Corporation, Merck Sharp&DohmeCorp.orMerckKGaA)byBorrower,oranyofitsSubsidiaries,ofthecompositionofmatter,methods of use, and formulation of any protein drug, antibody, antibody fragment, or antibody-drug conjugate identified as a developmentcandidateorlicensedproduct,inconnectionwithsuchlicenseand/orcollaborationagreementwithsuch third party; provided that (a) in no event shall the foregoing include any of Borrower’s, or any of its Subsidiaries’ background Intellectual Property and/or core technology (as such terms are to be defined in such license and/or collaboration agreement); and (b) all upfront payments, milestone payments or other proceeds arising from the assignment that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement. In order for an assignment under the preceding sub-clause (iv) to meet the requirements of a “Permitted Assignment”, Borrower shall obtain Collateral Agent’s and the Required Lenders’ prior written approval (such approval shall be in Collateral Agent’s or the Required Lenders’ sole but reasonable discretion) of (A) the proposeddefinitivelicenseand/orcollaborationagreementevidencingthefinalmaterialtermsofsuchassignment,or

(B)intheeventsuchassignmentrelatestoaproteindrug,antibody,antibodyfragment,orantibody-drugconjugateor other candidate to be identified as part of a discovery program conducted by Borrower pursuant to a licensing and/or collaboration agreement with such third party, the proposed final term sheet for such license and/or collaboration, providedthatthefinaldefinitivelicenseand/orcollaborationagreementisconsistentinallmaterialrespectswithsuch term sheet.

“Permitted Indebtedness” is:

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

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

(c) Subordinated Debt;

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

(e)IndebtednessconsistingofcapitalizedleaseobligationsandpurchasemoneyIndebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) 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 ismade);

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

(g)Indebtedness owed in respect of any obligations (including, without limitation, overdrafts and related liabilities) arising under the Bank Services Agreement; and

(h)extensions, refinancings, modifications, amendments and restatements of any items of PermittedIndebtedness(a)through(e)above,providedthattheprincipalamountthereofisnotincreasedortheterms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case maybe.

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“Permitted Investments” are:

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

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

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

(d) InvestmentsconsistingofdepositaccountsinwhichCollateralAgenthasaperfected

security interest;

(e) Investments in connection with Transfers permitted by Section7.1;

(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 relatingtothepurchaseofequitysecuritiesofBorroweroritsSubsidiariespursuanttoemployeestockpurchaseplans or agreements approved by Borrower’s Board of Directors; not to exceed Two Hundred 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 ofbusiness;

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

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

“Permitted Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiariesenteredintointheordinarycourseofbusiness,provided,that,withrespecttoeachsuchlicensedescribed inclause(B),(i)noEventofDefaulthasoccurredoriscontinuingatthetimeofsuchlicense;(ii)thelicenseconstitutes anarms-lengthtransaction,thetermsofwhich,ontheirface,donotprovideforasaleorassignmentofanyIntellectual PropertyanddonotrestricttheabilityofBorroweroranyofitsSubsidiaries,asapplicable,topledge,grantasecurity interestinorlienon,orassignorotherwiseTransferanyIntellectualProperty;(iii)inthecaseofanyexclusivelicense,

(x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensingdocumentsinconnectionwiththeexclusivelicensepromptlyuponconsummationthereof,and(y)anysuch license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territoryandmaybeexclusiveastoterritoryonlyastodiscretegeographicalareasoutsideoftheUnitedStates;and

(iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement, (C) licenses to (I) Celgene Corporation pursuant to the Collaboration Agreement, (II) Merck Sharp & Dohme Corp. pursuant to the Merck Collaboration Agreement, (III) Merck KGaA pursuant to the EMD License Agreement and (IV) SutroVax, Inc. pursuant to the SutroVax Agreement; provided, that, with respect to each such licensedescribedinclause(C),(i)noEventofDefaulthasoccurredoriscontinuingatthetimeofsuchlicense;

(ii)such license could not result in a legal transfer of title of the licensed property (other than with respect to any PermittedAssignment);and(iii)allupfrontpayments,royalties,milestonepaymentsorotherproceedsarisingfrom

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the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governedbyaControlAgreement,and(D)licensestoanythirdpartyofanyproteindrug,antibody,antibodyfragment or antibody-drug conjugate or other candidate, provided, that, with respect to each such license described in clause (D), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of the applicable candidate(oranyIntellectualPropertyassociatedtherewith),otherthanwithrespecttoanyPermittedAssignment;

(iii)(x) Borrower delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connectionwith thelicense promptlyupon consummationthereof, and(y)anysuch licensecouldnotresultin alegal transfer of title of the licensed property (other than with respect to any Permitted Assignment); and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement. In order foralicenseundertheprecedingclause(D)tomeettherequirementsofa“PermittedLicense”,Borrowershallobtain Collateral Agent’s and the Required Lenders’ prior written approval (such approval shall be in Collateral Agent’s or the Required Lenders’ sole but reasonable discretion) of (1) the proposed definitive license and/or collaboration agreementevidencingthefinalmaterialtermsofsuchlicense,or(2)intheeventsuchlicenserelatestoaproteindrug, antibody,antibodyfragment,orantibody-drugconjugatetobeidentifiedaspartofadiscoveryprogramconductedby Borrower pursuant to a licensing and/or collaboration agreement with such third party, the proposed final term sheet for such license and/or collaboration, provided that the final definitive license and/or collaboration agreement is consistent in all material respects with such termsheet.

“Permitted Liens” are:

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

(b)Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adoptedthereunder;

(c)liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,”providedthat(i)suchliensexistpriortotheacquisitionof,orattachsubstantiallysimultaneouswith, orwithintwenty(20)daysafterthe,acquisition,lease,repair,improvementorconstructionof,suchpropertyfinanced 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 suchIndebtedness;

(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 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 subjectthereto;

(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 byERISA);

(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 notincrease;

(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 courseofBorrower’sbusiness(or,ifreferringtoanotherPerson,intheordinarycourseofsuch Person’sbusiness),if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a security interesttherein;

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(h)banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinarycourseofbusinessarisinginconnectionwithBorrower’sdepositaccountsorsecuritiesaccountsheldatsuch institutionssolelytosecurepaymentoffeesandsimilarcostsandexpensesandprovidedsuchaccountsaremaintained in compliance with Section 6.6(b)hereof;

(i)Liensarisingfromjudgments,decreesorattachmentsincircumstancesnotconstitutingan Event of Default under Section 8.4 or8.7;

(j)Liens consisting of Permitted Licenses, or of intercompany licenses to which only Borrower and Subsidiaries of Borrower that are Guarantors of the Obligations are party;and

(k)Liensconstitutingdepositstosecurerealpropertyleaseobligationsasalesseeincurredby Borrower or any Subsidiary in the ordinary course of business, including cash and Cash Equivalents deposited as collateral in support of a letter of credit issued on behalf of Borrower or any Subsidiary in connection with the same, provided that the aggregate amount of all such deposits does not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) at anytime.

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

“Post Closing Letter” is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

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

(i)for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term Loan, three percent (3.00%) of the principal amount of such Term Loan prepaid;

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

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

“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.

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

“RequiredLenders”means(i)forsolongasallofthePersonsthatareLendersontheEffectiveDate(each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding onehundredpercent(100%)oftheaggregateoutstandingprincipalbalanceoftheTermLoan,or(ii)atanytimefrom andafteranyOriginalLenderhasassignedortransferredanyinterestinitsTermLoan,Lendersholdingatleastsixty 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 anAffiliateorApprovedFundofsuchOriginalLender,and(C)anyPersonprovidingfinancingtoanyPerson

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described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing.

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

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

“Second Draw Period” is the period commencing on the date of the occurrence of the Term B Milestone Eventandendingontheearliestof(i)December31,2020,(ii)thethirtieth(30th)dayfollowingtheoccurrenceofthe Term B Milestone Event, and (iii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the date of the occurrence of the Term B Milestone Event an Event of Default has occurred and iscontinuing.

“Secured Promissory Note” is defined in Section 2.4.

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

“SecuritiesAccount”isany“securitiesaccount”asdefinedintheCodewithsuchadditionstosuchtermas may hereafter bemade.

“Shares” is one hundred percent (100%) of the issued and outstanding capital stock, membership units or othersecuritiesownedorheldofrecordbyBorrowerorBorrower’sSubsidiary,inanySubsidiaryand/orinanyother entity; provided that, in the event Borrower, demonstrates to Collateral Agent’s reasonable satisfaction, that a pledge ofmorethansixtyfivepercent(65%)oftheSharesofsuchSubsidiarywhichisaForeignSubsidiary,createsapresent and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code, “Shares” shall mean sixty-five percent (65%) of the issued and outstanding capital stock, membership units or other securities owned or heldofrecordbyBorroweroritsSubsidiaryinsuchForeignSubsidiary;provided,further,thatthe“Shares”shallnot include any capital stock of SutroVax, Inc. for so long as such capital stock is subject to (a) a right of first refusal of the other equityholders of SutroVax, Inc., or (b) call options awarded to employees and other service providers of BorrowerpursuanttotheSutroBiopharma,Inc.2017CallOptionPlanadoptedbyBorrower’sBoardofDirectorson February6,2017,providedthatuponthetermination,lapsingorexpirationofbothsuchrightsoffirstrefusalandsuch call options, such capital stock shall automatically become part of the“Shares.”

“Solvent”is,withrespecttoanyPerson:thefairsalablevalueofsuchPerson’sconsolidatedassets(including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonablysmallcapitalafterthetransactionsinthisAgreement;andsuchPersonisabletopayitsdebts(including trade debts) as theymature.

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

“Subsidiary”is,withrespecttoanyPerson,anyPersonofwhichmorethanfiftypercent(50%)ofthevoting 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 moreintermediaries.

“SutroVaxAgreement”meansthatcertainAmendedandRestatedSutroVaxAgreemententeredintobythe Borrower and SutroVax, Inc. as of October 12,2015.

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

“TermBMilestoneEvent”istheachievementbyBorroweroftheclosingofanewcollaborationagreement that includes an upfront payment of at least $50,000,000 to Borrower, as determined by Collateral Agent in its sole and absolutediscretion.

“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.

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

“Transfer” is defined in Section 7.1.

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

[Balance of Page Intentionally Left Blank]

38

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement tobe executed as of the Effective

Date.

BORR OWER :

SUTRO BIOPHARMA, INC.

+-1->"'--+-- -1------=:........:l..d'-

By_­

Name:-'-'<'=r­

Title:_ ==- - - - --

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC

By

Name:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Title:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

LENDER:

SILICON VALLEY BANK

By________________

Name:_   _   _   _   _   _   _   _   _   _   _   _   _   _  _

Title:

[SignaturePagetoLoanandSecurityAgreement]

 

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

Date.

BORROWER:

SUTRO BIOPHARMA, INC.

B_y_  _  _  _  _  _  _  _  _  _  _  _  _  _  _

Name:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Title:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

COLLATERAL AGENT AND LENDER:

LENDER:

SILICON VALLEY BANK

By_  _   _   _   __ __ _ _ _ _ _ _

Nam_e:._   _  _  _  _  _  _  _  _  _  _  _  _  _

Title:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _

[SignaturePagetoLoanandSecurityAgreement]

 

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

Date.

BORROWER:

SUTRO BIOPHARMA, INC.

By Name:______________

Title:_

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC

B_y_  _  _  _  _  _  _  _  _  _  _  _  _  _  _

Name:_ _ _ _ _ _ _ _ _ _ _ _ _ _

Title:

LENDER:

:.fr:

SILICON VALLEY BANK

Title:V:afu r:4'-ellr

[SignaturePagetoLoanandSecurityAgreement]

 

SCHEDULE 1.1

Lenders and Commitments

Term ALoans

Lender	Term A Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$16,666,667	66.67%
SILICON VALLEY BANK	$8,333,333	33.33%
TOTAL	$25,000,000	100.00%

Term BLoans

Lender	Term B Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$3,333,333	66.67%
SILICON VALLEY BANK	$1,666,667	33.33%
TOTAL	$5,000,000	100.00%

Aggregate (all Term Loans)

Lender	Term Loan Commitment	Commitment Percentage
OXFORD FINANCE LLC	$20,000,000	66.67%
SILICON VALLEY BANK	$10,000,000	33.33%
TOTAL	$30,000,000	100.00%

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EXHIBIT A

Description of Collateral

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

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

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the aboveandallsubstitutionsfor,additions,attachments,accessories,accessionsandimprovementstoandreplacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property; provided, further, that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; and (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more thansixtyfivepercent(65%)oftheSharesofsuchSubsidiarycreatesapresentandexistingadversetaxconsequence to Borrower under the U.S. Internal Revenue Code; (iii) any license, lease or contract, in each case if the granting of a Lien in such license, lease or contract is prohibited by or would constitute a default under the agreement governing suchlicense,leaseorcontract(but(A)onlytotheextentsuchprohibitionisenforceableunderapplicablelawand(B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license, lease or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral”; and (iv) any capital stock of SutroVax, Inc. for so long as such capital stock is subject to (a) a right of first refusal of the other equityholders of SutroVax,Inc.,or(b)calloptionsawardedtoemployeesandotherserviceprovidersofBorrowerpursuanttotheSutro Biopharma,Inc.2017CallOptionPlanadoptedbyBorrower’sBoardofDirectorsonFebruary6,2017,providedthat uponthetermination,lapsingorexpirationofbothsuchrightsoffirstrefusalandsuchcalloptions,suchcapitalstock shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and become part of the “Collateral.”

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

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EXHIBIT B-1

Form of Disbursement Letter

[see attached]

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DISBURSEMENT LETTER

February , 2020

The undersigned, being the duly electedandactingof Sutro Biopharma, Inc., a Delaware corporation with offices located at 310 Utah Avenue, Suite 150, South San Francisco, CA 94080 (“Borrower”),doesherebycertify,solelyinhisorhercapacityasanofficeroftheBorrower,andnotinanypersonal capacity, to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and Security Agreement dated as of February 28, 2020, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement)that:

1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the datehereof.

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

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

4. AllconditionsreferredtoinSection 3oftheLoanAgreementtothemakingoftheLoantobemade on or about the date hereof have been satisfied or waived by CollateralAgent.

5. No Material Adverse Change hasoccurred.

6. The undersigned is a ResponsibleOfficer.

[Balance of Page Intentionally Left Blank]

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

Disbursement from Oxford:

LoanAmount$25,000,000

Plus:

--DepositReceived$50,000

Less:

--InterimInterest($)

--Lender’sLegalFees($)*

Net Proceeds duefrom Oxford:$

TOTAL TERM [A][B] LOAN NET PROCEEDS FROM

LENDERS$

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

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

AccountName:Sutro Biopharma,Inc.

BankName:[Silicon ValleyBank]

BankAddress:[3003 TasmanDrive

Santa Clara, California 95054]

AccountNumber: ABANumber:[121140399]

[Balance of Page Intentionally Left Blank]

* Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective

Date, to be invoiced and paid post-closing.

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Dated as of the date first set forth above.

BORROWER:

SUTRO BIOPHARMA, INC.

By Name: Title:

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC

By Name: Title:

LENDER:

SILICON VALLEY BANK

By Name: Title:

[Signature Page to Disbursement Letter]

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AMORTIZATION TABLE

(Term [A][B] Loan) [see attached]

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EXHIBIT B-2

Loan Payment/Advance Request Form

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME*

Fax To:Date:

PhoneNumber:

AuthorizedSignature:

PrintName/Title:

To Account#

(Loan Account #)

and/or Interest$

From Account#

(Deposit Account #)

Principal$

Sutro Biopharma, Inc.

LOAN PAYMENT:

PhoneNumber:

AuthorizedSignature:

PrintName/Title:

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:

To Account#

(Deposit Account #)

From Account#

(Loan Account #)

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.

2nd  Signature(ifrequired): PrintName/Title:

Telephone#:]

AuthorizedSignature: PrintName/Title:

Telephone#:

For Further Creditto:

SpecialInstruction:

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).

Beneficiary Bank Code (Swift, Sort, Chip,etc.):

(For International Wire Only)

Transit (ABA)#:

Beneficiary Bank Transit (ABA)#:

IntermediaryBank:

Amount of Wire:$

AccountNumber:

BeneficiaryName:

BeneficiaryBank: City andState:

OUTGOING WIRE REQUEST:

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

Deadline for same day processing is noon, Pacific Time

 

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EXHIBIT C

Compliance Certificate

TO: OXFORD FINANCE LLC, as Collateral Agent and Lender SILICON VALLEY BANK, as Lender

FROM:SUTRO BIOPHARMA,INC.

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

(a) Borrowerisincompletecompliancefortheperiodendingwith all required covenants except as notedbelow;

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

(c) Exceptasnotedbelow,allrepresentationsandwarrantiesofBorrowerstatedintheLoanDocuments aretrueandcorrectinallmaterialrespectsonthisdateandfor theperioddescribedin(a),above;provided,however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified ormodifiedbymaterialityinthetextthereof;andprovided,furtherthatthoserepresentationsandwarrantiesexpressly referring to a specific date shall be true, accurate and complete in all material respects as of suchdate;

(d) Borrower,andeachofBorrower’sSubsidiaries,hastimelyfiledallrequiredtaxreturnsandreports, Borrower,andeachofBorrower’sSubsidiaries,hastimelypaidallforeign,federal,state,andlocaltaxes,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;and

(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 hasnot 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, furthercertifiesthattheattachedfinancialstatementsarepreparedinaccordancewithGenerallyAcceptedAccounting 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 GAAP and audit adjustments as to the interim financialstatements.

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

ReportingCovenantRequirementActualComplies

1) FinancialstatementsQuarterly within40 daysYesNoN/A

2) Annual (CPAAudited) statementsWithin 90 daysafter FYEYesNoN/A

Annual Financial

3) Projections/Budget (prepared on a monthlybasis)

Annually (within 30 days of FYE), and when revised

YesNoN/A

4) A/R &A/PagingsIfapplicableYesNoN/A

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5) 8-K, 10-K and10-QFilingsIf applicable, within 5 daysoffilingYesNoN/A

6) ComplianceCertificateMonthly within30 daysYesNoN/A

7) IPReportWhenrequiredYesNoN/A Total amount of Borrower’sand

Borrower’s Subsidiaries

8)

9)

10)

unrestricted cash and cash equivalents at the last day of the prior measurement period

Net change in Borrower’s and Borrower’s Subsidiaries’ unrestricted cash and cash equivalents since the last day of the prior measurement period

Total amount of Borrower’s and Borrower’s Subsidiaries’ unrestricted cash and cash equivalents at the last day of the measurement period

$YesNoN/A

$YesNoN/A

$YesNoN/A

Deposit and Securities Accounts

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

InstitutionNameAccountNumberNewAccount?Account Control Agreement inplace?

1)Yes	No	Yes	No
2)Yes	No	Yes	No
3)Yes	No	Yes	No
4)Yes	No	Yes	No

Financial Covenants

CovenantRequirementActualCompliance

1) None.

Other Matters

1) Have there been any changes in management since the lastComplianceCertificate?YesNo

2) Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?

YesNo

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)?

YesNo

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Have there been any material amendments of or other material changes to the capitalization table of Borrower and any amendments of or other changes to the Operating

4) Documents of Borrower or any of its Subsidiaries? If yes, provide copies of anysuch

amendments or changes with this Compliance Certificate.

YesNo

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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.)

SUTRO BIOPHARMA, INC.

By Name: Title:  

Date:

LENDER USE ONLY

Receivedby:Date:  

Verified by:Date:  

ComplianceStatus:YesNo

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EXHIBIT D

Form of Secured Promissory Note

[see attached]

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SECURED PROMISSORY NOTE

(Term [A][B] Loan)

$Dated:[DATE]

FOR VALUE RECEIVED, the undersigned, Sutro Biopharma, Inc., a Delaware corporation with offices located at 310 Utah Avenue, Suite 150, South San Francisco, CA 94080 (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SILICON VALLEY BANK] (“Lender”) the principal amount of  []  MILLIONDOLLARS($) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and Security AgreementdatedFebruary28,2020byandamongBorrower,Lender,OxfordFinanceLLC,asCollateralAgent,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 LoanAgreement.

Principal, interest and all other amounts due with respect to the Term [A][B] 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”).TheprincipalamountofthisNoteandtheinterestrateapplicablethereto,andallpaymentsmadewithrespect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of thisNote.

The Loan Agreement, among other things, (a) provides for the making of a secured Term[A][B] 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] Loan, interest on the Term [A][B] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentmentforpayment,demand,noticeofprotestandallotherdemandsandnoticesofanykindinconnectionwith the execution, delivery, performance and enforcement of this Note are herebywaived.

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

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

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is 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(asrecordedonsuchrecordofownership)astheownerinfactthereofforallpurposesandshallnotbeboundto recognize any equitable or other claim to or interest in this Note on the part of any other person orentity.

[Balance of Page Intentionally Left Blank]

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INWITNESSWHEREOF,BorrowerhascausedthisNotetobedulyexecutedbyoneofitsofficersthereunto duly authorized on the datehereof.

BORROWER:

SUTRO BIOPHARMA, INC.

By Name: Title:

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LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL

Date

Principal

AmountInterestRate

Scheduled

PaymentAmount NotationBy

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CORPORATE BORROWING CERTIFICATE

BORROWER:SUTROBIOPHARMA,INC.DATE: February,2020

LENDERS: OXFORD FINANCE LLC, as Collateral Agent and Lender SILICON VALLEY BANK, asLender

I hereby certify, solely in my capacity as an officer of the Borrower, and not in any personal capacity, 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 forthbelow.

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

3. AttachedheretoasExhibitAandExhibitB,respectively,aretrue,correctandcompletecopiesof

(i)Borrower’sRestatedCertificateofIncorporation,asfiledwiththeSecretaryofStateofthestateinwhichBorrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Restated Bylaws. Neither such Certificate of Incorporation nor such Bylaws have been further amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in full force and effect as of the datehereof.

4.ThefollowingresolutionsweredulyandvalidlyadoptedbytheBorrower’sBoardofDirectorsatadulyheld meeting of such directors. Such resolutions are in full force and effect as of the date hereof and have not been in any waymodified,repealed,rescinded,amendedorrevoked,andtheLendersmayrelyonthemuntileachLenderreceives written notice of revocation fromBorrower.

[Balance of Page Intentionally Left Blank]

29581/00600/FW/9686981.2

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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:

NameTitleSignature

Authorized to Add or Remove Signatories

WilliamNewellChief ExecutiveOfficerX

Edward C. AlbiniChiefFinancialOfficerX

□

□

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.

Issue Warrants. Issue warrants for Borrower’s capital stock.

FurtherActs.Designateotherindividualstorequestadvances,payfeesandcostsandexecuteother documents or agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate suchresolutions.

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

[Balance of Page Intentionally Left Blank]

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5.ThepersonslistedaboveareBorrower’sofficersoremployeeswiththeirtitlesandsignaturesshownnextto their names.

By:

Name: Title:

[Signature Page to Corporate Borrowing Certificate]

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EXHIBIT A

Restated Certificate of Incorporation

[see attached]

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EXHIBIT B

Restated Bylaws

[see attached]

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DEBTOR:SUTRO BIOPHARMA, INC. SECUREDPARTY:OXFORD FINANCELLC,

as Collateral Agent

EXHIBIT A TO UCC FINANCING STATEMENT

Description of Collateral

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

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

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

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property; provided, further, that if a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the IntellectualPropertytotheextentnecessarytopermitperfectionofSecuredParty’ssecurityinterestinsuchAccounts and such other property of Debtor that are proceeds of the Intellectual Property; and (ii) more than 65% of the total combinedvotingpowerofallclassesofstockentitledtovotethesharesofcapitalstock(the“Shares”)ofanyForeign Subsidiary, if Debtor demonstrates to Secured Party’s reasonable satisfaction that a pledge of more than sixty five percent(65%)oftheSharesofsuchSubsidiarycreatesapresentandexistingadversetaxconsequencetoDebtorunder the U.S. Internal Revenue Code; (iii) any license, lease or contract, in each case if the granting of a Lien in such license, lease or contract is prohibited by or would constitute a default under the agreement governing such license, leaseorcontract(but(A)onlytotheextentsuchprohibitionisenforceableunderapplicablelawand(B)otherthanto the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section)ofDivision9oftheCode);providedthatuponthetermination,lapsingorexpirationofanysuchprohibition, such license, lease or contract, as applicable, shall automatically be subject to the security interest granted in favor of Secured Party hereunder and become part of the “Collateral”; and (iv) any capital stock of SutroVax, Inc. for so long as such capital stock is subject to (a) a right of first refusal of the other equityholders of SutroVax, Inc., or (b) call options awarded to employees and other service providers of Borrower pursuant to the Sutro Biopharma, Inc. 2017 Call Option Plan adopted by Debtor’s Board of Directors on February 6, 2017, provided that upon the termination, lapsingorexpirationofbothsuchrightsoffirstrefusalandsuchcalloptions,suchcapitalstockshallautomaticallybe subject to the security interest granted in favor of Secured Party hereunder and become part of the“Collateral.”

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

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

41422438v8