THIS LOAN AGREEMENT, dated as of May 15,1996, is entered into by and between CytoTherapeutics,
Inc., a Delaware corporation ("Borrower") and Fleet National Bank, a national banking association organized
and existing under the laws of the United States of America ("Lender").
WHEREAS, Borrower desires to borrow funds from Lender in order to finance the purchase of certain
equipment for use in its facilities; and
WHEREAS, Lender is willing to enter into such transactions on the terms and conditions hereinafter provided.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
When used herein, the terms set forth below shall be defined as follows:
1.1 "Advance(s)" means advances of the Loan made by Lender to Borrower pursuant Section 3.1 hereof.
1.2 "Approved Lien" means any Lien, on any property of Borrower that: (a) Lender has consented to in writing;
or (b) is listed on Exhibit D annexed hereto and made a part hereof.
1.3 "Authorized Investment Vehicles" means those investments permitted by the Policy.'Borrower's Address"
means Two Richmond Square, Providence, Rhode Island 02906.
1.4 "Borrowing Limit" means the Two Million ($2,000,000) Dollars.
1.5 "Borrowing Request" means a request made by the Borrower for an Advance.
1.6 "Business Day" means any day which is not a Saturday or a Sunday and on which banks in the State of
Rhode Island are not authorized to open or required to close.
1.7 "Cash Equivalents" means (a) Negotiable certificates of deposit and bankers' acceptances, maturing in one
hundred eighty (180) days or less from the date of issue, or demand deposit or money market accounts, with any
commercial bank or trust company which is organized under the laws of the United States or of any state there of
and which has, or which his owned by a bank holding company which has, total assets in excess of