SUBORDINATED LOAN AND SECURITY AGREEMENT



         THIS AGREEMENT (the "Agreement"), dated as of October 16, 1998, is

entered into by and between Acusphere, Inc., a Delaware corporation, with its

chief executive office, and principal place of business located at 38 Sidney

Street, Cambridge, Massachusetts, 02139 (the "Borrower") and Comdisco, Inc., a

Delaware corporation, with its principal place of business located at 6111 North

River Road, Rosemont, Illinois 60018 (the "Lender" or sometimes, "Comdisco"). In

consideration of the mutual agreements contained herein, the parties hereto

agree as follows:



                                    RECITALS



         WHEREAS, Borrower has requested Lender to make available to Borrower a

loan in the aggregate principal amount of Five Million Dollars ($5,000,000.00)

in two installments, the first installment in the amount of Two Million Five

Hundred Thousand Dollars ($2,500,000.00) available immediately ("Loan I") and

the second installment in the amount Two Million Five Hundred Thousand Dollars

($2,500,000.00) available as set forth herein ("Loan II") (as the same may from

time to time be amended, modified, supplemented or revised, the "Loan"), which

would be evidenced by Subordinated Promissory Note(s) executed by Borrower

substantially in the form of Exhibit A hereto (as the same may from time to time

be amended, modified, supplemented or restated the "Note(s)").



         WHEREAS, Lender is willing to make the Loan on the terms and conditions

set forth in this Agreement, and



         WHEREAS, Lender and Borrower agree any Loan hereunder shall be

subordinate to Senior Debt (as defined herein) to the extent set forth in the

Subordination Agreement (as defined herein).



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein, Borrower and Lender hereby agree as follows:



SECTION 1.  DEFINITIONS



         Unless otherwise defined herein, the following capitalized terms shall

have the following meanings (such meanings being equally applicable to both the

singular and plural form of the terms defined);



         1.1 "ACCOUNT" means any "account," as such term is defined in Section

9106 of the UCC, now owned or hereafter acquired by Borrower or in which

Borrower now holds or hereafter acquires any interest and, in any event, shall

include, without limitation, all accounts receivable, book debts and other forms

of obligations (other than forms of obligations evidenced by Chattel Paper,

Documents or Instruments) now owned or hereafter received or acquired by or

belonging or owing to Borrower (including, without limitation, under any trade

name, style or division thereof) whether arising out of goods sold or services

rendered by Borrower or from any other, transaction, whether or not the same

involves the sale of goods or services by Borrower (including, without

limitation, any such obligation which may be characterized as an account or

contract right under the UCC) and all of Borrower's rights in, to and under all

purchase orders or receipts now owned or hereafter acquired by it for goods or

services, and all



                                       1

{PAGE}   2



of Borrower's rights to any goods represented by any of the foregoing

(including, without limitation, unpaid seller's rights of rescission, replevin,

reclamation and stoppage in transit and rights to returned, reclaimed or

repossessed goods), and all monies due or to become due to Borrower under all

purchase orders and contracts for the sale of goods or the performance of

services or both by Borrower (whether or not yet earned by performance on the

part of Borrower or in connection with any other transaction), now in existence

or hereafter occurring, including, without limitation, the right to receive the

proceeds of said purchase orders and contracts, and all collateral security and

guarantees of any kind given by any Person with respect to any of the foregoing.



         1.2 "ACCOUNT DEBTOR" means any "account debtor," as such term is

defined in Section 9105(1)(a) of the UCC.



         1.3 "ADVANCE" means each installment made by the Lender to

Borrower pursuant to the Loan to be evidenced by the Note(s) secured by the

Collateral.



         1.4 "ADVANCE DATE" means the funding date of any Advance of the

Loan.



         1.5 "ADVANCE REQUEST" means the request by Borrower for an Advance

under the Loan, each to be substantially in the form of Exhibit C attached

hereto, as submitted by Borrower to Lender from time to time.



         1.6 "CHATTEL PAPER" means any "chattel paper," as such term is defined

in Section 9105(1)(b) of the UCC, now owned or hereafter acquired by Borrower or

in which Borrower now holds or hereafter acquires any interest.



         1.7 "CLOSING DATE" means the date hereof.



         1.8 "COLLATERAL" shall have the meaning assigned to such term in

Section 3 of this Agreement.



         1.9 "CONTRACTS" means all contracts, undertakings, franchise agreements

or other agreements (other than rights evidenced by Chattel Paper, Documents or

Instruments) in or under which Borrower may now or hereafter have any right,

title or interest, including, without limitation, with respect to an Account,

any agreement relating to the terms of payment or the terms of performance

thereof.



         1.10 "COPYRIGHTS" means all of the following now owned or hereafter

acquired by Borrower or in which Borrower now holds or hereafter acquires any

interest: (i) all copyrights, whether registered or unregistered, held pursuant

to the laws of the United States, any State thereof or of any other country;

(ii) registrations, applications and recordings in the United States Copyright

Office or in any similar office or agency of the United States, any state

thereof or any other country; (iii) any continuations; renewals or extensions

thereof; and (iv) any registrations to be issued in any pending applications.



         1.11 "COPYRIGHT LICENSE" means any written agreement granting any right

to use any Copyright or Copyright registration now owned or hereafter acquired

by Borrower or in which Borrower now holds or hereafter acquires any interest.



                                       2

{PAGE}   3



         1.12 "DOCUMENTS" means any "documents," as such term is defined in

Section 9105(1)(f) of the UCC, now owned or hereafter acquired by Borrower or in

which Borrower now holds or hereafter acquires any interest.



         1.13 "EQUIPMENT" means any "equipment," as such term is defined in

Section 9109(2) of the UCC, now or hereafter owned or acquired by Borrower or in

which Borrower now holds or hereafter acquires any interest and any and all

additions, substitutions and replacements of any of the foregoing, wherever

located, together with all attachments, components, parts, equipment and

accessories installed thereon or affixed thereto.



         1.14 "EXCLUDED AGREEMENTS" means (i) any Warrant Agreement(s) executed

hereunder, and any other warrants (including without limitation, the warrant

agreements dated as of May 1, 1995, August 5, 1996, June 6, 1997 and February

26, 1998) to acquire, or agreements governing the rights of the holders of, any

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC