UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Unilife Corporation

(Name of issuer)

Common Stock, Par Value $0.01 Per Share

(Title of class of securities)

90478E 103

(CUSIP number)

Alan Shortall

Chief Executive Officer

Unilife Corporation

250 Cross Farm Lane

York, Pennsylvania 17406

(717) 384-3400

(Name, address and telephone number of person authorized to receive notices and communications)

September 30, 2013

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 3 amends and supplements the items indicated below of the statement on Schedule 13D (the “Schedule 13D”) filed on August 27, 2010, as amended on March 30, 2011 and January 9, 2012, by the Reporting Person with respect to shares of common stock, $0.01 par value per share (“Common Stock”), of Unilife Corporation, a Delaware corporation (the “Issuer”). Unless otherwise defined herein, all capitalized terms shall have the meanings assigned to them in the Schedule 13D.

Item 3. Source and Amount of Funds and Other Considerations

Item 3 of the Schedule 13D is hereby amended as follows:

On January 9, 2012, the Reporting Person purchased 47,125 shares of Common Stock in open market transactions on the NASDAQ.

On January 10, 2012, the Reporting Person purchased 20,000 shares of Common Stock in open market transactions on the NASDAQ.

On January 18, 2012, the Reporting Person purchased 4,750 shares of Common Stock in open market transactions on the NASDAQ.

On January 23, 2012, the Reporting Person purchased 10,000 shares of Common Stock in open market transactions on the NASDAQ.

On January 24, 2012, the Reporting Person purchased 15,000 shares of Common Stock in open market transactions on the NASDAQ.

On January 26, 2012, the Reporting Person purchased 1,000 shares of Common Stock in open market transactions on the NASDAQ.

On January 31, 2012, the Reporting Person purchased 5,000 shares of Common Stock in open market transactions on the NASDAQ.

On February 1, 2012, the Reporting Person purchased 5,000 shares of Common Stock in open market transactions on the NASDAQ.

On February 13, 2012, the Reporting Person purchased 6,400 shares of Common Stock in open market transactions on the NASDAQ.

The Reporting Person used personal funds to effect these purchases for an aggregate purchase price of $443,228.

On September 30, 2013, the Reporting Person exercised options to purchase 1,250,000 shares of Common Stock.

The Reporting Person used personal funds to effect this purchase for an aggregate purchase price of A$2,475,000.

Since Amendment No. 2 of the Schedule 13D, the Reporting Person has pledged an aggregate of 5,301,668 shares of Common Stock as further described in Item 6 below.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended as follows:

Since Amendment No. 2 of the Schedule 13D, the Reporting Person has pledged an aggregate of 5,301,668 shares of Common Stock as further described in Item 6 below.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended as follows:

On January 3, 2012, the Reporting Person was granted by the Issuer options to purchase 750,000 shares of Common Stock subject to time based vesting conditions, all of which are currently exercisable.

On January 9, 2012, the Reporting Person purchased 47,125 shares of Common Stock at an average price of $3.8589 per share in open market transactions on the NASDAQ.

On January 10, 2012, the Reporting Person purchased 20,000 shares of Common Stock at an average price of $3.779 per share in open market transactions on the NASDAQ.

On January 18, 2012, the Reporting Person purchased 4,750 shares of Common Stock at an average price of $3.7685 per share in open market transactions on the NASDAQ.

On January 23, 2012, the Reporting Person purchased 10,000 shares of Common Stock at an average price of $4.0276 per share in open market transaction on the NASDAQ.

On January 24, 2012, the Reporting Person purchased 15,000 shares of Common Stock at an average price of $4.0692 per share in open market transactions on the NASDAQ.

On January 26, 2012, the Reporting Person purchased 1,000 shares of Common Stock at an average price of $4.06 per share in open market transactions on the NASDAQ.

On January 31, 2012, the Reporting Person purchased 5,000 shares of Common Stock at an average price of $3.933 per share in open market transactions on the NASDAQ.

On February 1, 2012, the Reporting Person purchased 5,000 shares of Common Stock at an average price of $3.86 per share in open market transactions on the NASDAQ.

On February 13, 2012, the Reporting Person purchased 6,400 shares of Common Stock at an average price of $3.681 per share in open market transactions on the NASDAQ.

Upon request, the Reporting Person will provide the staff of the United States Securities and Exchange Commission with full information regarding the number of shares purchased at each separate price.

On September 30, 2013, the Reporting Person exercised options to purchase 1,250,000 shares of Common Stock at an exercise price of A$1.98 per share.

On November 14, 2014, the Reporting Person was granted by the Issuer 4,000,000 restricted shares of Common Stock subject to performance based vesting conditions.

Since Amendment No. 2 of the Schedule 13D, the Reporting Person has pledged an aggregate of 5,301,668 shares of Common Stock as further described in Item 6 below.

As a result of the transactions described above, at the close of business on October 26, 2015, the Reporting Person may be deemed to have beneficial ownership interest in 11,514,117 shares of Common Stock of the Issuer, consisting of: (i) 6,709,043 shares of Common Stock

including 55,074 shares of Common Stock owned by the spouse of the Reporting Person, with respect to which the Reporting Person disclaims beneficial ownership, (ii) 4,000,000 shares of restricted Common Stock that are subject to vesting based on the achievement of certain performance milestones, as described in more detail in the Issuer’s Definitive Proxy Statement filed with the SEC on October 2, 2014, and (iii) 750,000 shares of Common Stock issuable upon exercise of currently exercisable options that were granted in 2012, which sections (i) through (iii) collectively constitute approximately 8.2% of the shares of Common Stock outstanding. The Reporting Person has sole voting and dispositive power over all the foregoing shares except with respect to 55,074 shares of Common Stock owned by his spouse, over which he may be deemed to have shared voting and dispositive power. The aggregate percentage is based upon 139,246,953 shares of Common Stock outstanding as of October 26, 2015.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

Since Amendment No. 2 of the Schedule 13D, the Reporting Person has pledged an aggregate of 5,301,668 shares of Common Stock as further described in this Item 6 below.

First EFH Pledge

On October 21, 2013, the Reporting Person entered into a Loan and Pledge Agreement (the “First EFH Loan and Pledge Agreement”), with Equities First Holdings, LLC (“EFH”) pursuant to which the Reporting Person entered into a three-year term loan with a principal amount of US$3,440,115 with EFH. Pursuant to the First EFH Loan and Pledge Agreement, the Reporting Person pledged to EFH 1,500,000 shares of Common Stock (the “First EFH Pledged Shares”) which were registered in EFH’s name. EFH is required to re-register in the Reporting Person’s name the Pledged Collateral (as defined in the First EFH Loan and Pledge Agreement), including the First EFH Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon and other obligations by the Reporting Person upon maturity of the loan. A copy of the form of the First EFH Loan and Pledge Agreement is filed as Exhibit 1 and incorporated herein by reference in its entirety.

Pursuant to the First EFH Loan and Pledge Agreement, on August 6, 2015, the Reporting Person transferred $12,000 as additional collateral due to a decline in the Fair Market Value (as defined in First EFH Loan and Pledge Agreement) of the First EFH Pledged Shares and which reset the price at which a Valuation Event (as defined in the First EFH Loan and Pledge Agreement) occurs.

On August 20, 2015, the Reporting Person and EFH entered into an Addendum to Loan and Pledge Agreement (the “Addendum”). The Addendum extended until September 30, 2015, the time to cure a Valuation Event with the payment of $670,500 and further reset the price at which a Valuation Event occurs. The Valuation Event was triggered as a result of a further decline in Fair Market Value of the First EFH Pledged Shares. A copy of the form of the Addendum is filed as Exhibit 2 and incorporated herein by reference in its entirety.

On September 28, 2015, the Reporting Person and EFH entered into a Forbearance Agreement (the “First EFH Forbearance Agreement”), pursuant to which EFH agreed until March 31, 2016, to refrain from exercising any rights and remedies that would be triggered as a result of a failure to cure a Valuation Event in consideration for the payment of $100,000 by the Reporting Person to EFH. Under the First EFH Forbearance Agreement, a payment of $1,136,000 is due on or before March 31, 2016, to cure the Valuation Event and the share price at which a Valuation Event occurs was further reset to $1.003. A copy of the form of the First EFH Forbearance Agreement is filed as Exhibit 3 and incorporated herein by reference in its entirety.

Second EFH Pledge

On July 24, 2014, the Reporting Person entered into a Loan and Pledge Agreement (the “Second EFH Loan and Pledge Agreement”), with EFH pursuant to which the Reporting Person entered into a three-year term loan with a principal amount of US$516,421.50 with EFH. Pursuant to the Second EFH Loan and Pledge Agreement, the Reporting Person pledged to EFH 300,000 shares of Common Stock (the “Second EFH Pledged Shares”) which were registered in EFH’s name. EFH is required to re-register in the name of the Reporting Person the Pledged Collateral (as defined in the Second EFH Loan and Pledge Agreement), including the Second EFH Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon and other obligations by the Reporting Person upon maturity of the loan. A copy of the form of the Second Loan and Pledge Agreement is filed as Exhibit 4 and incorporated herein by reference in its entirety.

Pursuant to the Second EFH Loan and Pledge Agreement, between August 21, 2015 and September 25, 2015, the Reporting Person transferred an aggregate of $78,000 as additional collateral due to a decline in the Fair Market Value (as defined in Second EFH Loan and Pledge Agreement) of the Second EFH Pledged Shares and following each transfer reset the price at which a Valuation Event (as defined in the Second EFH Loan and Pledge Agreement) occurs.

On October 5, 2015, the Reporting Person and EFH entered into a Forbearance Agreement (the “Second EFH Forbearance Agreement”), pursuant to which EFH agreed until March 31, 2016, to refrain from exercising any rights and remedies that would be triggered as a result of a failure to cure a Valuation Event in consideration for the payment of $1,000 by the Reporting Person to EFH. Under the Second EFH Forbearance Agreement, a payment of $51,800 is due on or before March 31, 2016 to cure the Valuation Event and the share price at which a Valuation Event occurs was further reset to $0.941. A copy of the form of the Second EFH Forbearance Agreement is filed as Exhibit 5 and incorporated herein by reference in its entirety.

Third EFH Pledge

On November 26, 2014, the Reporting Person entered into a Loan and Pledge Agreement (the “Third EFH Loan and Pledge Agreement”) with EFH pursuant to which the Reporting Person entered into a three-year term loan with a principal amount of US$208,034.50 with EFH. Pursuant to the Third EFH Loan and Pledge Agreement, the Reporting Person pledged to EFH 100,000 shares of Common Stock (the “Third EFH Pledged Shares”) which were registered in EFH’s name. EFH is required to re-register in the name of the Reporting Person the Pledged Collateral (as defined in the Third EFH Loan and Pledge Agreement), including the Third EFH Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon and other obligations by the Reporting Person upon maturity of the loan. A copy of the form of the Third Loan and Pledge Agreement is filed as Exhibit 6 and incorporated herein by reference in its entirety.

Pursuant to the Third EFH Loan and Pledge Agreement, between August 21, 2015 and September 25, 2015, the Reporting Person transferred an aggregate of $54,700 as additional collateral due to a decline in the Fair Market Value (as defined in Third EFH Loan and Pledge Agreement) of the Third EFH Pledged Shares and following each transfer reset the price at which a Valuation Event (as defined in the Third EFH Loan and Pledge Agreement) occurs.

On October 5, 2015, the Reporting Person and EFH entered into a Forbearance Agreement (the “Third EFH Forbearance Agreement”), pursuant to which EFH agreed until March 31, 2016, to refrain from exercising any rights and remedies that would be triggered as a result of a failure to cure a Valuation Event in consideration for the payment of $1,000 by the Reporting Person to EFH. Under the Third EFH Forbearance Agreement, a payment of $16,600 is due on or before March 31, 2016 to cure the Valuation Event and the share price at which a Valuation Event occurs was further reset to $0.941. A copy of the form of the Third EFH Forbearance Agreement is filed as Exhibit 7 and incorporated herein by reference in its entirety.

First ICG Pledge

On May 8, 2015, the Reporting Person entered into a Loan Agreement and Share Mortgage (the “First ICG Loan and Share Mortgage Agreements”), with ICG Venture Limited (“ICG”) pursuant to which the Reporting Person entered into a three-year term loan with a principal amount of US$707,264.60 with ICG. Pursuant to the First ICG Loan and Share Mortgage Agreements, the Reporting Person pledged to ICG 350,000 shares of Common Stock (the “First ICG Pledged Shares”), which were registered in ICG’s name. Except as set forth in the Supplement Agreement (as described below), ICG is required to re-register in the Reporting Person’s name the Collateral Shares and Additional Collateral (as such terms are defined in the First ICG Loan and Share Mortgage Agreements), including the First ICG Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon. A copy of the form of the First ICG Loan and Share Mortgage Agreements is filed as Exhibits 8 and 9 and incorporated herein by reference in their entirety.

Pursuant to the First ICG Loan and Share Mortgage Agreements, between on or around July 31, 2015 and August 31, 2015, the Reporting Person transferred to ICG an aggregate of $81,979.39 and registered an aggregate of 332,132 shares of Common Stock in ICG’s name as additional collateral due to a decline in the value of the pledged collateral below the required Minimum Collateral Value (as defined in First ICG Loan and Share Mortgage Agreements) of the First ICG Loan and Share Mortgage Agreements.

On September 30, 2015, the Reporting Person defaulted on the First ICG Loan and Share Mortgage Agreements due to a failure to cure the decline in the value of the pledged collateral below the required Minimum Collateral Value by payment of $122,783.28 and the trigger of the Auto-Default Trigger (as defined in the First ICG Loan and Share Mortgage Agreements).

On October 26, 2015, the Reporting Person and FP Ventures Limited (formerly ICG) (“FP”) entered into a Supplement to Loan Agreement (the “Supplement Agreement”) under which the Reporting Person registered 450,000 shares of Common Stock in the name of FP as additional collateral. Further, the Reporting Person and FP agreed, among other things, that (i) the loans under the First ICG Loan and Share Mortgage Agreements and Second ICG Loan and Share Mortgage Agreements (as defined below) will be consolidated into one loan, (ii) collateral in the amount of $722,298.09 is due on or before January 16, 2016 (which if paid in cash, the 450,000 shares shall be re-registered in the name of the Reporting Person), (iii) the Auto-Default Trigger will be reset to $0.70 for the period of October 28, 2015 to January 14, 2016 and $0.77 for the period from January 15, 2016 onwards, (iv) an upside sharing payment may be due to FP upon settlement of the loan at maturity based on an appreciation of the share price of the Common Stock, and (v) 1,400,000 shares of Common Stock and all Additional Collateral will be held by FP for one year after settlement of the loan. A copy of the form of the Supplement Agreement is filed as Exhibit 10 and incorporated herein by reference in their entirety.

As a result of aforementioned default under the First ICG and Share Mortgage Agreements, between September 30, 2015 and October 26, 2015, FP may be deemed to be a beneficial owner of an aggregate of 682,132 shares of Common Stock.

The Reporting Person and FP contemplate amending the First ICG Loan and Share Mortgage Agreements and Second ICG Loan and Share Mortgage Agreements to reflect the terms of the Supplement Agreement.

Second ICG Pledge

On June 16, 2015, the Reporting Person entered into a Loan Agreement and Share Mortgage (the “Second ICG Loan and Share Mortgage Agreements”) with ICG pursuant to which the Reporting Person borrowed a three-year term loan with a principal amount of US$2,365,440

from ICG. Pursuant to the Second ICG Loan and Share Mortgage Agreements, the Reporting Person pledged to ICG 1,500,000 shares of Common Stock (the “Second ICG Pledged Shares”) which were registered in ICG’s name. Except as set forth in the Supplement Agreement, ICG is required to re-register in the name of the Reporting Person the Collateral Shares and Additional Collateral (as such terms are defined in the Second ICG Loan and Share Mortgage Agreements), including the Second ICG Pledged Shares, after repayment in full of the principal of the loan and any accrued interest thereon. A copy of the form of the Second ICG Loan and Share Mortgage Agreements is filed as Exhibits 11 and 12 and incorporated herein by reference in their entirety.

Pursuant to the Second ICG Loan and Share Mortgage Agreements, between on or around July 31, 2015 and August 31, 2015, the Reporting Person transferred to ICG an aggregate of $287,685.78 and registered an aggregate of 769,536 shares of Common Stock in ICG’s name as additional collateral due to a decline in the value of the pledged collateral below the required Minimum Collateral Value (as defined in Second ICG Loan and Share Mortgage Agreements) of the Second ICG Loan and Share Mortgage Agreements.

On September 30, 2015, the Reporting Person defaulted on the Second ICG Loan and Share Mortgage Agreements due to a failure to cure the decline in the value of the pledged collateral below the required Minimum Collateral Value by payment of $408,515.44 and the trigger of the Auto-Default Trigger (as defined in the Second ICG Loan and Share Mortgage Agreements).

On October 26, 2015, the Reporting Person and FP entered into the Supplement Agreement as described above.

As a result of aforementioned default under the Second ICG and Share Mortgage Agreements, between September 30, 2015 and October 26, 2015, FP may be deemed to be a beneficial owner of an aggregate of 2,269,536 shares of Common Stock.

The foregoing descriptions of the agreements in this Item 6 do not purport to be complete and are qualified in their entirety by reference to such agreement, filed as set forth below.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information in this statement is true, complete and correct.

Dated: November 3, 2015

Exhibit 1

LOAN AND PLEDGE AGREEMENT

This Loan and Pledge Agreement is between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the “Lender”).

WITNESSETH

WHEREAS, the Borrower has requested that the Lender provide a loan, and possible subsequent loans, to be secured by collateral of the Borrower, which collateral will be bought, sold or otherwise utilized by the Lender during the term of the loan;

WHEREAS, the Lender is willing to furnish such loan or loans, but only upon the terms and conditions contained herein, including, without limitation, the execution, delivery, and, where appropriate, the filing or recording of certain agreements; and

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Loan and Pledge Agreement including any Exhibits and Schedules hereto and as amended or supplemented from time to time.

“Change in Collateral” shall mean and have occurred if substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction and the stock or security representing the Pledged Collateral ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service. See Section 9.1 for full definition and effect.

“Closing Statement” shall mean a statement in the form attached to this Agreement as Exhibit 1, which Closing Statement shall be delivered by the Lender to the Borrower prior to with the funding of the Loan.

“Currency” the parties agree that all loans shall be priced, closed and funded in United States of American Dollars (“USD”). If the Pledged Collateral is a security or instrument which is priced and traded in a market and currency other than USD, the parties agree to convert to USD for all purposes and calculate the currency exchange rate to USD from the currency of the market in which the security or instrument is traded as set forth herein.

“Currency Exchange Rate” the parties agree that to calculate the currency exchange rate from any currency other than USD into USD equivalent they will utilize and rely upon the Wall Street Journal (“WSJ”) U.S. Dollar foreign exchange rate daily closing price for the same three consecutive Exchange Business Days as utilized to establish the “Fair Market Value” (“FMV”) as defined herein and average the daily converted closing price for those same three days to establish the FMV.

“Event of Default” shall mean any of the events specified in Section 8.1 hereof.

“Exchange Business Day” shall mean any day that is a trading day on the national or international securities exchange which is the primary exchange where the Pledged Shares trade on a regular basis.

“Fair Market Value” (“FMV”) shall mean with respect to the shares provided as Pledged Collateral if the principal market for the Pledged Collateral is a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, the average of the last sale price on three consecutive Exchange Business Days with the first day being the day that the Pledge Collateral is received and posted to the Lender’s account. That average price shall be the per share price of the Pledged Collateral to establish its Fair Market Value.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Loan Principal Amount” shall mean the amount of monies borrowed by Borrower from Lender under Section 2.1 hereof.

“Loan Documents” shall mean collectively, this Agreement, the Closing Statement, and any other agreements, documents, instruments, exhibits or statements delivered in connection with the Loan. Each to be contemporaneously executed and read and construed together in a manner so as to give meaning and effect to all their provisions.

“Maturity Date” means the scheduled term and termination date for the Loan which shall be three (3) years subsequent to the Occurrence of the Closing Date.

“Obligations” shall mean all obligations and liabilities of the Borrower to Lender of every kind, nature and description, present or future, direct or indirect, arising out of the Loan and Pledge Agreement or any documents delivered pursuant to either of them including, without limitation, (i) the payment in full when due of the Loan and all interest thereon, the payment of all amounts payable by the Borrower to the Lender under the terms of the Loan Agreement or any other Loan Document and the payment and performance in full when due of all other liabilities and obligations of the Borrower to the Lender under the Loan Agreement and the other Loan Documents and (ii) the observance and performance by the Borrower of the obligations to be observed and performed by it hereunder or under any related agreement, instrument or document.

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“Person” shall mean any Individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Collateral” shall mean the 1,500,000 shares of Unilife Corp. (UNIS.US), (collectively, the “Pledged Shares”) and all instruments, securities or other property representing a dividend or other distribution on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and all proceeds thereof.

“Term Loan” shall mean the Borrower and Lender agree that this Agreement sets forth the terms and conditions governing the Loan in which a specific amount of shares of a security are pledged in return for the loan of cash for an agreed upon time period until the Maturity Date unless the Borrower exercises its right to terminate the transaction on demand pursuant to Section 2.10 herein.

“Uniform Commercial Code” means the Uniform Commercial Code as adopted and in effect from time to time in the State of Indiana.

“Valuation Event” shall mean that the Fair Market Value of the Pledged Collateral has fallen to less than eighty percent (80%) of the Loan Principal Amount as measured by the average of the last sale price on three consecutive Exchange Business Days. See Section 8.1(g).

1.2 Use of Defined Terms. All terms defined herein shall have their defined meanings when used (without repeating the definition) in this Agreement or any other documents made or delivered in conjunction with this Agreement.

1.3 Lender’s and Borrower’s Discretion. Each of the Lender and the Borrower has the sole discretion and right to elect to not proceed with any loan with the Borrower at any time up until the closing.

SECTION 2

AMOUNT AND TERMS OF LOAN

2.1 Loan Principal Amount. Subject at all times to all of the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower funds equal to 67% of the current Fair Market Value of the 1,500,000 shares of Unilife Corp. (UNIS.US), as defined in Section 1.1, “Fair Market Value.” The Loan Principal Amount shall be funded no later than the Closing Date and shall be memorialized in a Closing Statement in the form of Exhibit 1 hereto, which is hereby incorporated by reference.

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2.2 Interest Rate.

2.3 Loan Origination Fee. Contemporaneous with the funding of the Loan by the Lender on the Closing Date, the Borrower shall pay an agreed upon loan origination fee of 4% of the Loan. The Lender is authorized to deduct the loan origination fee from the principal amount being borrowed, if a fee is charged.

2.4 Closing. On the same day that the Shares are delivered to Lender’s account a portion of the Loan Amount, One Million Dollars ($1,000,000) will be settled (paid) to the Borrower’s account:

No later than three (3) Exchange Business Days from the satisfaction of the conditions to Lender’s Obligations set forth in Section 6 herein, the remaining balance of the Loan Amount shall be paid at the Closing (the “Closing Date”). Lender shall provide the Closing Statement to the Borrower prior to the closing. The Lender has the discretion and right to elect not to proceed

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with any transaction with the Borrower up until the completion of the Closing. On the Closing Date, the remaining balance of the Loan Amount (minus the previously paid $1,000,000), any origination fee as set forth in the Closing Statement, not satisfied in cash by the Borrower) shall be wired to the Borrower’s account per the following instructions:

2.5 Term of Loan and Maturity Date of Loan. This Term Loan shall mature, and the Loan Principal Amount together with all accrued interest thereon shall be due and payable three (3) years subsequent to the occurrence of the Closing Date (the “Maturity Date” or “Maturity”). The term of the Loan shall begin on the Closing Date and end on the Maturity Date (the “Loan Term”). The Closing Date shall be set in accordance with Section 2.4 of this Agreement and the Closing Statement shall identify the Closing Date. The Maturity Date may be extended by the Lender, and on such terms and conditions as the Lender and Borrower agree upon in writing.

2.6 Application of Payments. Any funds received as payment from or on behalf of the Borrower (whether pursuant to any of the terms and provisions of the Loan Documents or otherwise) shall be applied by Lender to the following items in the following manner:

2.7 Repayment of Loan Principal Amount and Interest on Maturity Date. The Borrower has the obligation to repay the Loan Principal Amount plus any other Obligations due to the Lender, including but not limited to interest due on the Loan Principal Amount on the Maturity Date. If Lender has not received the full Loan Principal Amount and all other

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Obligations due to the Lender in immediately available funds before the close of business within ten (10) calendar days after the Maturity Date, Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of the Loan Principal Amount that is then immediately due. Such late charge shall be assessed only once, but shall be in addition to and cumulative with all other interest charges, rights, benefits and remedies available to Lender under any of the Loan Documents on account of any default by Borrower. Failure by the Borrower to repay the Loan Principal Amount when due on or before the Maturity Date or within ten (10) calendar days thereafter shall be an Event of Default.

Upon repayment in full of all Obligations by the Borrower, Lender shall return to the Borrower securities of Unilife Corp. (UNIS.US) equal to the amount which Borrower would have owned as if such Pledged Collateral had never been delivered to Lender, including any distributions, dividends or shares issued during the term of the loan.

2.8 Early Termination. So long as there shall exist no Default or Event of Default, the Borrower shall have the right to terminate this Agreement upon five (5) Business Days’ notice to the Lender by notifying EFH of the date on which such early termination shall occur which date shall not be earlier than the fifth Business Day following delivery of such notice to the Lender, EFH, (hereinafter referred to as, the “Early Termination Notice”, and the date so designated by the Borrower (shall be hereinafter referred to as the “Early Termination Date”).

The Early Termination Notice shall be irrevocable upon receipt by EFH and the parties agree it shall serve to terminate the Agreement. The Borrower is then obligated to repay the Loan Principal Amount no later than the Early Termination Date. If the Borrower fails to timely repay the Loan Principal Amount, the Lender, EFH, shall have no obligation to return the shares. If the Borrower repays the Loan Principal Amount in a timely manner pursuant to the Early Termination Notice, EFH shall return the shares to the Borrower as soon as practicable, but within ten (10) Exchange Business Days after the Early Termination Date. The parties agree there is no fee, charge, cost or diminution in the opportunity for gain or loss associated with Early Termination. Borrower is free to take any action with regard to the shares, including sale, when EFH returns the shares. In connection with such Early Termination, the parties shall be obligated to make the payments and deliveries required and to perform the obligations contemplated herein.

2.9 Loan Maturity and Redelivery of the Pledged Collateral. This Agreement shall terminate when all of the Borrower’s Obligations have been paid in full. Within five (5) business days of the Borrower’s satisfaction of the Obligations, the Lender shall reassign all right, title, ownership and interest in identical securities in the amount set forth above, as described in IRC § 1058, to the Borrower and redeliver the Pledged Collateral, without recourse or warranty, at the sole expense of the Lender.

Provided, however, that this Agreement shall be reinstated if any payment in respect of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by the Lender for any reason, including without limitation by reason of the insolvency or bankruptcy of the Borrower or any other person. For the purpose of this Agreement, a return of identical securities means a return of the Pledged Shares as modified

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as a result of any split-up, revision, reclassification or other like change of the Pledged Shares. Any cash or shares tendered to buy down the Loan as a result of a Valuation Event are subject to redelivery and shall become part of the Pledged Collateral.

SECTION 3

NATURE OF LOAN AND PLEDGE

3.1 Opportunity For Gain or Loss. The Borrower retains the benefits and burdens of ownership of the Shares during the Term Loan including the right to exercise the Early Termination provision and the burden of risk in the event the Shares decline in value. The parties agree there is no diminution in the opportunity for gain or loss associated with the Agreement. EFH agrees to return to the Borrower shares identical to the Shares pledged, of the same class and issue as the securities pledged. In the event of a reorganization, recapitalization or merger of the issuer of the securities during the term of the Loan, EFH will return shares of the same class and issue as the securities pledged subject to the further provisions of Section 9 herein.

3.2 Dividends, Interest and Other Distributions. The Borrower, as the transferor of the stock, shall receive from EFH a payment or credit against interest due of an amount equivalent to all interest dividends and other distributions which the beneficial owner of those securities is entitled to receive during the period of the loan which ends with the transfer of identical securities back to the Borrower when all outstanding principal, interest and other amounts due under the Agreement are paid and all obligations of the Borrower are extinguished. See, IRC § 1058(b)(2) (hereinafter referred to as the “Dividend Amount”).

3.3 Voting. The Borrower hereby waives the right to vote, or to provide any consent or to take any similar action with regard to the Shares in the event that the record date or deadline for such vote, consent or other action falls during the term of the Loan. The Lender, EFH, also waives the right to vote, or to provide any consent or to take any similar action with respect to the Shares and will not vote any Shares it holds during the term of the Loan.

SECTION 4

PLEDGE

4.1 Pledge by Borrower as Pledgor. The Pledgor hereby pledges, and assigns to the Lender, and hereby transfers to the Lender all right, title, ownership and interest in and to (all the foregoing herein called the “Pledge”), the following described property hereinafter called the “Pledged Collateral”: the 1,5000,000 shares of Unilife Corp. (UNIS.US), evidencing such shares and all instruments, securities or other property representing the Shares (collectively, the “Pledged Shares” or “Pledged Collateral”).

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4.2 Covenant Regarding Collateral Value. During the term of the Loan the minimum value of the Pledged Collateral must always be at least eighty percent (80%) of the Loan Principal Amount so as to provide the Lender adequate security for the Loan. This is an affirmative covenant which requires the Borrower to maintain the agreed level of security as measured by the value of the collateral or pay a fee to modify the covenant. If the FMV of the Pledged Collateral has fallen to less than 80% of the Loan Principal Amount, a “Valuation Event” as defined herein occurs and the opportunity to cure this breach of the Loan Covenant arises pursuant to Section 8.1(g).

4.3 Lender’s Appointment of Agent and Lender’s Rights. The Lender shall have the right to appoint one or more agents for the purpose of receiving possession of the Pledged Collateral, which may be held in the name of the Lender or any nominee of the Lender or any agent appointed by the Lender.

4.4 Actions By Lender Related to Pledged Collateral. Borrower acknowledges and agrees that as long as the Loan Principal Amount or the Obligations remain due and outstanding, Lender may take any and all actions with respect to the Pledged Collateral as the Lender, in its sole and absolute discretion, may deem to be advisable, including, without limitation, selling and buying some or all of the Pledged Collateral during the term of this Agreement utilizing the Pledged Collateral as a part of hedging transactions, transferring the Pledged Collateral within or among one or more depositary accounts, and creating and trading derivative instruments that are backed, in whole or in part, by the Pledged Collateral. Lender is under no obligation to sequester, hold, retain or escrow the Pledged Collateral in any manner, nor keep it apart from any other assets of Lender, and Lender may combine the Pledged Collateral, in whole or in part, with any other assets. Any such sale or other disposition of any Pledged Collateral shall be deemed to be commercially reasonable, fully authorized and approved by the Borrower pursuant to the Loan Documents. It is further agreed the Lender is not required to apply the proceeds of the sale of any Pledged Collateral that may occur during the term of the Loan to reduce the Loan Principal Amount or any other Obligations and any such sale does not discharge the liability of the Borrower in any way.

4.5 Rights Under Uniform Commercial Code. In addition to the rights and remedies granted to the Lender in the Loan Documents, the Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. The Lender shall have the right in its sole discretion to determine which rights, security, liens, guaranties or remedies it shall retain, pursue, release, subordinate, modify or enforce, without in any way modifying, affecting or diminishing any of the other of them or any of the Lender’s rights hereunder.

SECTION 5

REPRESENTATIONS

5.1 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Borrower shall be deemed to have been made after due inquiry with respect to the matter in question but without Borrower being required to seek an opinion of counsel with respect thereto.

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5.2 Each party represents and warrants to the other that:

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On the date on which any Agreement is entered into and on each day on which the Pledged Collateral is to be transferred under the Agreement, Lender and Borrower shall each be deemed to repeat all of the foregoing representations.

SECTION 6

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF LENDER

Lender represents and warrants to Borrower that:

6.1 Short Selling. The Lender is not engaged, directly or indirectly, in short selling any security by borrowing the shares from any entity or person and later buying shares in the same security, then returning the borrowed shares in an effort to make a profit.

6.2 Front Running. The Lender is not engaged, directly or indirectly, in buying or selling ahead of (“front running”) the arrival of the Pledged Collateral.

6.3 Margin Stock. It is not engaged, directly or indirectly, in the business of obtaining credit for the purpose of purchasing or carrying any margin stock (as defined in Regulation U of the FRB, 12 CFR Part 221, “Margin Stock”).

SECTION 7

CONDITIONS TO LENDER’S OBLIGATIONS

The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions precedent (to the satisfaction of the Lender):

7.1 Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:

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7.2 Legal Matters. All matters and all documentation and other instruments in connection with the Loan shall be satisfactory in form and substance to each party and its counsel, and counsel to each party shall have received copies of all documents which it may reasonably request in connection with the Loan.

SECTION 8

EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default. An “Event of Default” shall exist if any one or more of the following shall occur:

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8.2 Lender’s Rights Upon Default.

(a) Acceleration. Upon the occurrence of an Event of Default which remains uncured, the Loan, together with any accrued and unpaid interest thereon, shall be immediately due and payable without notice or demand, presentment, or protest, all of which are hereby expressly waived.

(b) Lender’s Rights and Remedies. At any time after the occurrence of an Event of Default which remains uncured, Lender may exercise the rights and remedies afforded to it under the Agreement with respect to the Pledged Collateral and may take, sell or otherwise dispose of any remaining Pledged Collateral then held as the Lender’s own property. Borrower agrees that Lender may or may not proceed, as it determines in its sole discretion, with any or all rights, benefits, and remedies which it may have against Borrower as provided in the Agreement subject to the limitation of remedies set forth below.

(c) Non-Recourse Loan and Pledge. Subject to the qualification below, the Lender agrees to limit its remedies as follows, for itself, its representatives, successors and assigns in the event that the Borrower fails to meet its obligation to repay the Loan Principal Amount plus any other Obligations: (i) the Lender shall not enforce the liability and obligation of Borrower to perform and observe the Obligations contained in the Loan Documents by any action or

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proceeding wherein a money judgment shall be sought against Borrower, or any representative, successor, assign or affiliate of the Borrower, and the Borrower shall have no personal liability for the Obligations; and (ii) the Lender, and any such representative, successor or assignee, but shall look only to the property, in the Pledged Collateral, for payment of the Obligations and will not make any claim or institute any action or proceeding against the Borrower, or any representatives, successors, assigns or affiliate of the Borrower, for any deficiency remaining after collection upon the Pledged Collateral, except as provided below.

Provided, however, notwithstanding the foregoing, the Borrower is and will remain personally liable for any deficiency remaining after collection of the Pledged Collateral to the extent of any loss suffered by Lender, or its representatives, successors, endorsees or assigns, is caused by Borrower based in whole or in part upon damages arising from any fraud, misrepresentations or the breach of any representation or warranty in the Loan Documents.

SECTION 9

CHANGE IN COLLATERAL

9.1 Acceleration of Maturity Due to Change in Collateral.

(a) In the event that a Change of Collateral, as defined herein, does occur, and the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction then the Maturity Date for this Loan is automatically accelerated so that the Obligations become payable 45 days after the actual acquisition and closing date of the Change in Collateral event. Under those circumstances the Borrower and the Lender agree to and shall proceed as follows:

(1) In the event that a Change of Collateral does occur, the Pledged Collateral will be valued by utilizing the final takeover price or acquisition price at the time of the Change in Collateral closing date multiplied by the total number of shares received as Pledged Collateral. This sum of the number of shares of Pledged Collateral multiplied by the per share acquisition price, be it cash or cash plus stock valued as of the closing date, shall represent the sole and only purchase price value of the Pledged Collateral resulting from the Change in Collateral.

(2) The Borrower remains obligated under section 2.9 herein to repay the Loan Principal Amount plus any accrued or unpaid interest on the Loan Principal Amount to the date that the Obligations become payable but said amounts will be subtracted by the Lender from the purchase price value of the Pledged Collateral as calculated in Section 9.1(a)(1) above.

(3) If the purchase price value of the Pledged Collateral, as calculated in Section 9.1(a)(1) above, is an amount which is greater than the payment Obligations owed by the Borrower, as set forth in paragraphs (2) above, then any net excess purchase price proceeds will be paid by the Lender to the Borrower within five (5) Exchange Business Days. If the purchase price value of the Pledged Collateral is an amount which is less than the payments owed by the Borrower as set forth in paragraphs (2) above, then any net excess purchase price proceeds remain the property of the Lender and nO payments are due from the Lender to the Borrower. In each event the Loan and Pledge Agreement are terminated.

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(b) In the event that a Change of Collateral occurs which results from the stock or securities of the company which issued the Pledged Collateral being acquired in an all-stock transaction where substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a stock transaction and the stock or security representing the Pledged Collated ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, then that new security, stock or share Instrument is substituted for and becomes the Pledged Collateral and there is no acceleration of the maturity date for the Loan and Pledge Agreement. The Loan and Pledge remain intact because there has been a substitution of Pledged Collateral. At maturity the Borrower remains obligated under the terms of the Loan and Pledge Agreement and the Lender will be obligated to redeliver the Pledged Collateral pursuant to paragraph 2.9 recognizing that the new security, stock or share instrument is substituted for and becomes the Pledged Collateral. The number of shares to be redelivered shall be determined by multiplying the number of shares of the original Pledged Collateral by the number of shares of the acquiring stock tendered for each share of the Pledged Collateral which would reflect the final buyout ratio of acquiring stock to the acquired stock.

SECTION 10

ARBITRATION

10.1 Any claim, dispute, or controversy (‘‘Claim”) arising from or relating to this Agreement or the relationships resulting from this Agreement, wherever and by whomever commenced, shall, upon delivery of a written notice demanding arbitration to the other party (including a written notice after the commencement of a lawsuit or a notice contained in court filings in any such lawsuit), be resolved by binding arbitration pursuant to the Federal Arbitration Act, 9 USC §§ 1 et seq., and the applicable rules of the American Arbitration Association (“AAA”) or JAMS in effect at the time of the written notice demanding arbitration. The term “Claim” as used in this Agreement is to be given the broadest possible meaning, and includes but is not limited to claims, disputes, or controversies arising from or relating to soliciting, originating, closing, or enforcing the transaction that is the subject of the Loan Documents.

10.2 Borrower may select which of AAA or JAMS to use for purposes of administering an arbitration governed by this Agreement. The address, telephone number, and web site containing applicable rules for each of these arbitration administrators is as follows:

AAA

Corporate Headquarters

1633 Broadway, 10th Floor

New York, NY 10019

212-716-5800

www.adr.org

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JAMS

71 South Wacker Drive

Suite 3090

Chicago, IL 60606

312-655-0555

www.jamadr.com

If Borrower fails to select an arbitration administrator within thirty (30) days from the date it or we deliver notice demanding arbitration, Lender will choose one. Any arbitrator must be a commercial lawyer with more than ten (10) years of experience in a regionally recognized law firm or a retired Federal judge or judge who served as a regular member of a state court of intermediate or final appellate jurisdiction.

10.3 Arbitrations seeking monetary relief less than $100,000.00 in the aggregate will be held within the federal judicial district encompassing the city where Borrower resides or is located. Arbitrations seeking monetary relief of $100,000.00 or more in the aggregate will be held in Indianapolis, Indiana.

10.4 Each party shall pay one-half of any fees charged by the arbitration administrator for Claim(s) asserted by a party in the arbitration.

10.5 THIS AGREEMENT IS FULLY BINDING IN THE EVENT THAT A CLASS ACTION OR SIMILAR LAWSUIT IS FILED IN WHICH BORROWER WOULD BE A CLASS REPRESENTATIVE OR MEMBER, BORROWER AND LENDER AGREE THAT THERE SHALL BE NO CLASS OR CONSOLIDATED ARBITRATION OF ANY CLAIM. FURTHERMORE, CLAIMS BROUGHT BY OR ON BEHALF OF OTHER BORROWERS MAY NOT BE CONSOLIDATED WITH OR ARBITRATED IN ANY ARBITRATION PROCEEDING THAT IS CONSIDERING BORROWER’S CLAIMS UNLESS SAID OTHER BORROWERS ARE PARTIES TO THE SAME LOAN AGREEMENT. SIMILARLY, BORROWER MAY NOT JOIN WITH OTHER BORROWERS TO BRING CLAIMS IN THE SAME ARBITRATION PROCEEDING UNLESS ALL OF SUCH OTHER BORROWERS ARE PARTY TO THE SAME LOAN TRANSACTION.

SECTION 11

NOTICES AND OTHER COMMUNICATIONS

11.1 Any notice or other communication to be given under this Agreement shall:

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11.2 Any such notice or other communications shall be deemed effective:

11.3 If –

the non-Defaulting Party may sign a written notice (a “Special Default Notice”) which:

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On the signature of a Special Default Notice the relevant event shall be treated as effective from the date and time so specified as an Event of Default in relation to the Defaulting Party, and the Special Default Notice shall be treated and accepted as an effective Default Notice. Any Special Default Notice should also be sent in a manner contemplated under 11.2.

11.4 All notices, demands or other communications hereunder shall be given or made in writing at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties:

TO BORROWER:

Alan Shortall

xxxxxx

xxxxxx

TO EQUITIES FIRST HOLDINGS LLC:

Equities First Holdings LLC

10 West Market Street

Suite 3050

Indianapolis, IN 46204

11.5 Construction, Jurisdiction, and Venue. This Agreement, the Pledge Agreement, and all instruments or agreements delivered hereunder shall be governed by and construed in accordance with the laws of the State of New York, excluding them from any principles of conflicts of laws. Except to the extent either party exercises its right to demand arbitration pursuant to Section 10 of this Agreement, any legal action, claim or lawsuit commenced by one party against the other arising out of or in connection with this Agreement, and all instruments or agreements delivered hereunder shall be brought exclusively in the courts of the State of Indiana, including Federal Courts located therein, and such courts shall be the exclusive jurisdiction and venue for any such legal action, claim or lawsuit.

11.6 Consent to Jurisdiction, Venue and Jury Trial Waiver. Borrower hereby consents to the jurisdiction of all the courts of the State of Indiana, including Federal Courts, for the purpose of any suit, action or other proceeding arising out of any of Borrower’s obligations under or with respect to this Agreement, and expressly waives any and all objections Borrower may have as to venue in any of such courts. In addition, Borrower consents to the service of process by United States certified or registered mail, return receipt request, addressed to Borrower at the address provided herein. Borrower also, to the extent permitted by law, waives

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trial by jury in any action brought on or with respect to this Agreement and agrees that in the event this Agreement shall be successfully enforced by suit or otherwise, Borrower will reimburse the holder or holders of the Obligations, upon demand, for all reasonable expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses.

SECTION 12

12.1 Entire Agreement. This Agreement shall supersede any existing communications, term sheets, or agreements between the parties containing general terms and conditions for transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

12.2 Single Transaction. Each party acknowledges that, and has entered into this Agreement and will enter into each transaction hereunder in consideration of and in reliance upon the fact that the loan and pledge transactions hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each party agrees: (i) to perform all if its obligations in respect to the entire transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect to the entire transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect to the entire transaction hereunder.

12.3 Severability. If one or more provisions of this Agreement or the applicability of any such provisions to any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the applicability of the same provisions or any of the remaining provisions to other circumstances.

12.4 Not a Purpose Loan. No part of the proceeds will be used to:

12.5 Intent. The parties agree and intend that this securities lending transaction is not a taxable disposition because the transaction qualifies for non-recognition treatment under Internal Revenue Code § 1058 (citation). The parties further agree that economic substance of the transaction is that this is a private loan of securities in which shares serve as collateral for the Loan where EFH has advanced money to the Borrower and the Borrower has an obligation to repay it upon such terms as the parties have agreed.

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Except to the extent required by applicable law or regulation or as otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no event be “exchange contracts” or “futures” or “options” for purposes of the rules of any securities exchange and that any Loan hereunder shall not be governed by the buy-in or any rules of any such exchange, registered national securities association or other self-regulatory organization.

SECTION 13

NON-ASSIGNABILITY AND TERMINATION

13.1 Neither party may assign, charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall insure to the benefit of the parties and their respective successors and assigns.

13.2 Either party may terminate this agreement by its terms by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any transactions then outstanding. All remedies hereunder shall survive termination in respect of the relevant transaction and termination of this Agreement.

SECTION 14

INDEMNITY AND LIMITATION OF LIABILITY

14.1 Either party shall indemnify and hold the other party harmless against any and all claims, demands, proceedings, suits, actions, damages, liabilities, losses, expenses and costs (which shall include, but not limited to all costs of defence, investigation and accounting and legal fees) to which the other party may become subject as a result of the defaulting party’s fraud, negligence, willful misconduct or breach of any obligation under this Agreement.

14.2 Either Party’s total aggregate liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to $100,000 USD (One Hundred Thousand US Dollars).

14.3 Neither party shall be liable for any indirect, incidental or consequential loss or damages, including loss revenue or profits or losses arising from its normal course of business, even if a party has been advised of the possibility of such damages.

14.4 Each provision of this Section operates independently and survives the termination of this Agreement.

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SECTION 15

NO WAIVERS

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and the failure or delay in the exercise of any remedy hereunder by any party shall not constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. The failure or delay to give any notice herein will not constitute a waiver of any right to do so at a later date.

SECTION 16

FURTHER ASSURANCES

Borrower hereby agrees to execute and deliver such further instruments and documents as may be reasonably requested by Lender in order to carry out fully the Intent and accomplish the purposes of this Agreement and the transactions referred to herein. Borrower agrees to take any action which Lender may reasonably request in order to obtain and enjoy the full rights and benefits granted to Lender by this Agreement and each other agreement, instrument and document delivered to Lender in connection herewith.

SECTION 17

SECTION HEADINGS

The section headings used in this Agreement are for convenience of reference only and are not to affect the construction of the Agreement nor are they to be taken into consideration in interpreting this Agreement.

SECTION 18

SURVIVAL OF AGREEMENTS

Except as herein provided, all agreements, representations and warranties made herein and in any statement delivered pursuant hereto, shall survive the execution and delivery of this Agreement or any of the Loan Documents, and shall continue in full force and effect until the indebtedness of Borrower under the Loan Documents has been paid in full.

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SECTION 19

CONFIDENTIALITY

This Agreement and any other related documents are to kept confidential and are not to be reproduced in any manner whosoever for persons other than the parties hereto. Each party agrees not to circumvent the legitimate interests of the other party and to maintain this transaction in strict confidentiality. Each party agrees to maintain the confidentiality of any trade secrets, techniques, and contracts and contacts of the other party. Each party agrees not to engage in unauthorized communications (i.e. telephone calls, written inquiries, etc.) with the other party’s banks, insurers, contracting parties and contacts.

SECTION 20

NO RELIANCE

20.1 Each party will be deemed to represent to the other party on the date on which it enters into this Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary):

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SECTION 21

COUNTERPARTS: AMENDMENTS

21.1 This Agreement may be executed in counterparts, each of which shall be deemed an original.

21.2 None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties.

(Remaining portion of page intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have caused this Loan and Pledge Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

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10 West Market Street, Suite 3050

Indianapolis, IN 46204

(317) 429-3500

Closing Statement

            , 201    

xxxxxx

xxxxxx

This comprises the Closing Statement referred to in the Agreement, Capitalized terms used but not defined herein shall have the meanings gives to such terms in the Agreement. No further or additional Closing Statement be provided with respect to the Loan set forth in the Agreement. The Closing Date of the Loan shall be                     , 2013.

On             , 201    , you delivered and posted 1,500,000 shares of Unilife Corp. (UNIS.US) to the Lender’s Account pursuant to the Agreement. The average of the last sale price of Unilife Corp. (UNIS.US) on three consecutive Exchange Business Days ($        , $        , and $        ) is $        . Accordingly, and calculated based upon a 67% LTV, the loan proceeds to be distributed to Borrower on the Closing Date under the Agreement will be as follows:

The Net Loan Proceeds will be transmitted to you on the Closing Date in accordance with the payment instructions provided in the Agreement. Specifically, to the following:

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The first quarterly interest payment due under the Loan and Pledge Agreement will be due on             , 2014. Please ensure timely payment of this interest payment.

Equities First Holdings LLC appreciates your business and please do not hesitate to contact us at any time should you have any questions or concerns.

EXHIBIT 1

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Exhibit 2

ADDENDUM TO LOAN AND PLEDGE AGREEMENT TO EXTEND

TIME TO CURE DEFAULT AND ADJUST PRICING DATES

This Addendum to the Loan and Pledge Agreement modifies the Notice of Default dated August 7, 2015 (“Addendum”) is by and between Equities First Holdings, LLC, a Delaware limited liability company, having an address of 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (“EFH” or “Lender”) and Alan Shortall having an address of xxxxxx (the “Borrower”).

WHEREAS, EFH and the Borrower are parties to a Loan and Pledge Agreement dated October 21, 2013 (the “Agreement”).

WHEREAS, pursuant to the terms of the Agreement, EFH lent funds to the Borrower equal on the terms and conditions more fully set forth in the Agreement;

WHEREAS, pursuant to the Agreement, a Default Notice was issued to Borrower on August 7, 2015 advising an Event of Default had occurred (the Default);

WHEREAS, after discussions the Parties have agreed to extend the time to cure the Default to and including September 30, 2015, and to establish a new three-day pricing period to establish the a new average Default Price for the Pledged Collateral based on the dates of August 14, August 17 and August 18, 2015.

NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, EFH and the Borrower agree as follows:

1. Incorporation. The above recitals are incorporated herein as if stated in full.

2. Notice of Default. For purposes of the Notice of Default dated August 7, 2015, the Agreement is modified and amended as follows:

3. Compliance with Loan and Pledge Agreement. EFH and the Borrower agree and acknowledge that this Addendum comprises an amendment of the Loan and Pledge Agreement executed in compliance with Section 21. EFH and the Borrower further agree and acknowledge that this Addendum contains the entire supplemental agreement between the parties with respect to the amendment of the Loan and Pledge Agreement and no other terms or conditions of the Loan and Pledge Agreement shall be deemed modified, amended, or impacted by this Addendum.

4. Counterparts. This Addendum may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

- 2 -

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed as of the day and year written below. It is specifically agreed and understood that this Addendum shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Addendum.

- 3 -

Exhibit 3

FORBEARANCE AGREEMENT

This Forbearance Agreement (the “Forbearance Agreement”) is made between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (“EFH” or “Lender”).

WHEREAS, EFH and the Borrower are parties to a Loan and Pledge Agreement dated October 21, 2013 (the “Agreement”);

WHEREAS, pursuant to the terms of the Agreement, EFH lent funds to the Borrower on the terms and conditions more fully set forth in the Agreement;

WHEREAS, pursuant to the Agreement, a Notice of Default was issued to Borrower on August 7, 2015 advising the Borrower that a Valuation Event (as defined in the Agreement) occurred and advising the Borrower of its ability to cure the Valuation Event (the “August 7 Notice”);

WHEREAS, on August 20, 2015, Borrower and EFH entered into an Addendum to Loan and Pledge Agreement to Extend Time to Cure Default and Adjust Pricing Dates which, among other things, extended the time to cure the Valuation Event with the payment of $670,500 until September 30, 2015 (the “Addendum”); and

WHEREAS, the Borrower wishes to, among other things, extend the cure period and make certain other modifications to the Addendum, and EFH is willing to accommodate the Borrower as a professional courtesy, and accordingly the parties wish to enter into this Forbearance Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, EFH and the Borrower agree as follows:

1. In consideration of the payment of the sum of $100,000 USD (“Forbearance Amount”) payable by Borrower to EFH on the date of execution of this Agreement, EFH agrees that until March 31, 2016 it shall refrain from exercising the rights and remedies under the Agreement that would be triggered as a result of a failure to cure a Valuation Event under the Agreement, and the Agreement shall continue in full force and effect at least until March 31, 2016.

2. In furtherance of the foregoing, the August 7 Notice, as amended by the Addendum, is further modified and amended as follows:

A) EFH is now extending the time to cure the Valuation Event to March 31, 2016;

B) The new average pricing dates will be September 22, 2015, September 23, 2015, September 24, 2015, which yields an average price of $1.003 USD ($1.050 USD, $0.960 USD, $0.999 USD), and which will be used to establish the amount due pursuant to the Valuation Event;

C) The amount due to cure the Valuation Event is $1,136,000 USD (which reflects a credit of the Forbearance Amount). For the avoidance of doubt, the amount due to cure the Valuation Event shall be treated as “additional cash” under Section 8.1(g) of the Agreement.

D) There will be no rescission of the Valuation Event should the price of shares delivered as Pledge Collateral increase prior the payment due date of March 31, 2016.

E) If the Valuation Event is not cured by the payment of agreed sum of $1,136,000 USD on or before March 31, 2016, the parties agree the Loan shall automatically terminate due to failure to cure the Valuation Event pursuant to the terms of the Agreement.

3. EFH and Borrower agree that, notwithstanding anything in the August 7 Notice, the Addendum, or any other communication between the parties, a Valuation Event has occurred that is subject to cure. EFH and Borrower agree that the period for curing a Valuation Event has to date not expired and upon execution of this Forbearance Agreement, the period for curing the Valuation Event is extended until March 31, 2016.

4. EFH and Borrower agree and acknowledge that this Forbearance Agreement comprises an amendment to the Agreement and Addendum executed in compliance with Section 21 of the Agreement. EFH and the Borrower agree and acknowledge that this Addendum contains the entire supplemental agreement between the parties with respect to the amendment of the Agreement and Addendum and no other terms or conditions of the Agreement and Addendum shall be modified, amended or impacted by this Forbearance Agreement.

5. This Forbearance Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Forbearance Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Forbearance Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

Exhibit 4

LOAN AND PLEDGE AGREEMENT

This Loan and Pledge Agreement is between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the “Lender”).

WITNESSETH

WHEREAS, the Borrower has requested that the Lender provide a loan, and possible subsequent loans, to be secured by collateral of the Borrower, which collateral will be bought, sold or otherwise utilized by the Lender during the term of the loan;

WHEREAS, the Lender is willing to furnish such loan or loans, but only upon the terms and conditions contained herein, including, without limitation, the execution, delivery, and, where appropriate, the filing or recording of certain agreements; and

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Loan and Pledge Agreement including any Exhibits and Schedules hereto and as amended or supplemented from time to time.

“Change in Collateral” shall mean and have occurred if substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction and the stock or security representing the Pledged Collateral ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service. See Section 9.1 for full definition and effect.

“Closing Statement” shall mean a statement in the form attached to this Agreement as Exhibit 1, which Closing Statement shall be delivered by the Lender to the Borrower prior to with the funding of the Loan.

“Currency” the parties agree that all loans shall be priced, closed and funded in United States of American Dollars (“USD”). If the Pledged Collateral is a security or instrument which is priced and traded in a market and currency other than USD, the parties agree to convert to USD for all purposes and calculate the currency exchange rate to USD from the currency of the market in which the security or instrument is traded as set forth herein.

“Currency Exchange Rate” the parties agree that to calculate the currency exchange rate from any currency other than USD into USD equivalent they will utilize and rely upon the Wall Street Journal (“WSJ”) U.S. Dollar foreign exchange rate daily closing price for the same three consecutive Exchange Business Days as utilized to establish the “Fair Market Value” (“FMV”) as defined herein and average the daily converted closing price for those same three days to establish the FMV.

“Event of Default” shall mean any of the events specified in Section 8.1 hereof.

“Exchange Business Day” shall mean any day that is a trading day on the national or international securities exchange which is the primary exchange where the Pledged Shares trade on a regular basis.

“Fair Market Value” (“FMV”) shall mean with respect to the shares provided as Pledged Collateral if the principal market for the Pledged Collateral is a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, the average of the last sale price on three consecutive Exchange Business Days with the first day being the day that the Pledge Collateral is received and posted to the Lender’s account. That average price shall be the per share price of the Pledged Collateral to establish its Fair Market Value.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Loan Principal Amount” shall mean the amount of monies borrowed by Borrower from Lender under Section 2.1 hereof.

“Loan Documents” shall mean collectively, this Agreement, the Closing Statement, and any other agreements, documents, instruments, exhibits or statements delivered in connection with the Loan. Each to be contemporaneously executed and read and construed together in a manner so as to give meaning and effect to all their provisions.

“Maturity Date” means the scheduled term and termination date for the Loan which shall be two (2) years subsequent to the Occurrence of the Closing Date.

“Obligations” shall mean all obligations and liabilities of the Borrower to Lender of every kind, nature and description, present or future, direct or indirect, arising out of the Loan and Pledge Agreement or any documents delivered pursuant to either of them including, without limitation, (i) the payment in full when due of the Loan and all interest thereon, the payment of all amounts payable by the Borrower to the Lender under the terms of the Loan Agreement or any other Loan Document and the payment and performance in full when due of all other liabilities and obligations of the Borrower to the Lender under the Loan Agreement and the other Loan Documents and (ii) the observance and performance by the Borrower of the obligations to be observed and performed by it hereunder or under any related agreement, instrument or document.

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“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Collateral” shall mean the 300,000 shares of Unilife Corp. (UNIS.US), (collectively, the “Pledged Shares”) and all instruments, securities or other property representing a dividend or other distribution on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and all proceeds thereof.

“Term Loan” shall mean the Borrower and Lender agree that this Agreement sets forth the terms and conditions governing the Loan in which a specific amount of shares of a security are pledged in return for the loan of cash for an agreed upon time period until the Maturity Date unless the Borrower exercises its right to terminate the transaction on demand pursuant to Section 2.10 herein.

“Uniform Commercial Code” means the Uniform Commercial Code as adopted and in effect from time to time in the State of Indiana.

“Valuation Event” shall mean that the Fair Market Value of the Pledged Collateral has fallen to less than eighty percent (80%) of the Loan Principal Amount as measured by the average of the last sale price on three consecutive Exchange Business Days. See Section 8.1(g).

1.2 Use of Defined Terms. All terms defined herein shall have their defined meanings when used (without repeating the definition) in this Agreement or any other documents made or delivered in conjunction with this Agreement.

1.3 Lender’s and Borrower’s Discretion. Each of the Lender and the Borrower has the sole discretion and right to elect to not proceed with any loan with the Borrower at any time up until the closing.

SECTION 2

AMOUNT AND TERMS OF LOAN

2.1 Loan Principal Amount. Subject at all times to all of the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower funds equal to 68.5% of the current Fair Market Value of the 300,000 shares of Unilife Corp. (UNIS.US), as defined in Section 1.1, “Fair Market Value.” The Loan Principal Amount shall be funded no later than the Closing Date and shall be memorialized in a Closing Statement in the form of Exhibit 1 hereto, which is hereby incorporated by reference.

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2.2 Interest Rate.

2.3 Loan Origination Fee. Contemporaneous with the funding of the Loan by the Lender on the Closing Date, the Borrower shall pay an agreed upon loan origination fee of 4% of the Loan. The Lender is authorized to deduct the loan origination fee from the principal amount being borrowed, if a fee is charged.

2.4 Closing. On the same day that the Shares are delivered to Lender’s account a portion of the Loan Amount, Two Hundred Thousand Dollars ($200,000) will be settled (paid) to the Borrower’s account:

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No later than three (3) Exchange Business Days from the satisfaction of the conditions to Lender’s Obligations set forth in Section 6 herein, the remaining balance of the Loan Amount shall be paid at the Closing (the “Closing Date”). Lender shall provide the Closing Statement to the Borrower prior to the closing. The Lender has the discretion and right to elect not to proceed with any transaction with the Borrower up until the completion of the Closing. On the Closing Date, the remaining balance of the Loan Amount (minus the previously paid $200,000), any origination fee as set forth in the Closing Statement, not satisfied in cash by the Borrower) shall be wired to the Borrower’s account per the following instructions:

2.5 Term of Loan and Maturity Date of Loan. This Term Loan shall mature, and the Loan Principal Amount together with all accrued interest thereon shall be due and payable two (2) years subsequent to the occurrence of the Closing Date (the “Maturity Date” or “Maturity”). The term of the Loan shall begin on the Closing Date and end on the Maturity Date (the “Loan Term”). The Closing Date shall be set in accordance with Section 2.4 of this Agreement and the Closing Statement shall identify the Closing Date. If the Loan Principal Amount is unpaid on or before the Maturity Date, and given that there is no Event of Default that is uncured, the Maturity Date will be extended one time by the Lender for one year.

2.6 Application of Payments. Any funds received as payment from or on behalf of the Borrower (whether pursuant to any of the terms and provisions of the Loan Documents or otherwise) shall be applied by Lender to the following items in the following manner:

2.7 Repayment of Loan Principal Amount and Interest on Maturity Date. The Borrower has the obligation to repay the Loan Principal Amount plus any other Obligations due to the Lender, including but not limited to interest due on the Loan Principal Amount on the Maturity Date. If Lender has not received the full Loan Principal Amount and all other Obligations due to the Lender in immediately available funds before the close of business within

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ten (10) calendar days after the Maturity Date, Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of the Loan Principal Amount that is then immediately due. Such late charge shall be assessed only once, but shall be in addition to and cumulative with all other interest charges, rights, benefits and remedies available to Lender under any of the Loan Documents on account of any default by Borrower. Failure by the Borrower to repay the Loan Principal Amount when due on or before the Maturity Date or within ten (10) calendar days thereafter shall be an Event of Default.

Upon repayment in full of all Obligations by the Borrower, Lender shall return to the Borrower securities of Unilife Corp. (UNIS.US) equal to the amount which Borrower would have owned as if such Pledged Collateral had never been delivered to Lender, including any distributions, dividends or shares issued during the term of the loan.

2.8 Loan Maturity and Redelivery of the Pledged Collateral. This Agreement shall terminate when all of the Borrower’s Obligations have been paid in full. Within five (5) business days of the Borrower’s satisfaction of the Obligations, the Lender shall reassign all right, title, ownership and interest in identical securities in the amount set forth above, as described in IRC § 1058, to the Borrower and redeliver the Pledged Collateral, without recourse or warranty, at the sole expense of the Lender.

Provided, however, that this Agreement shall be reinstated if any payment in respect of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by the Lender for any reason, including without limitation by reason of the insolvency or bankruptcy of the Borrower or any other person. For the purpose of this Agreement, a return of identical securities means a return of the Pledged Shares as modified as a result of any split-up, revision, reclassification or other like change of the Pledged Shares. Any cash or shares tendered to buy down the Loan as a result of a Valuation Event are subject to redelivery and shall become part of the Pledged Collateral.

SECTION 3

NATURE OF LOAN AND PLEDGE

3.1 Opportunity For Gain or Loss. The Borrower retains the benefits and burdens of ownership of the Shares during the Term Loan including the right to exercise the Early Termination provision and the burden of risk in the event the Shares decline in value. The parties agree there is no diminution in the opportunity for gain or loss associated with the Agreement. EFH agrees to return to the Borrower shares identical to the Shares pledged, of the same class and issue as the securities pledged. In the event of a reorganization, recapitalization or merger of the issuer of the securities during the term of the Loan, EFH will return shares of the same class and issue as the securities pledged subject to the further provisions of Section 9 herein.

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3.2 Dividends, Interest and Other Distributions. The Borrower, as the transferor of the stock, shall receive from EFH a payment or credit against interest due of an amount equivalent to all interest dividends and other distributions which the beneficial owner of those securities is entitled to receive during the period of the loan which ends with the transfer of identical securities back to the Borrower when all outstanding principal, interest and other amounts due under the Agreement are paid and all obligations of the Borrower are extinguished. See, IRC § 1058(b)(2) (hereinafter referred to as the “Dividend Amount”).

3.3 Voting. The Borrower hereby waives the right to vote, or to provide any consent or to take any similar action with regard to the Shares in the event that the record date or deadline for such vote, consent or other action falls during the term of the Loan. The Lender, EFH, also waives the right to vote, or to provide any consent or to take any similar action with respect to the Shares and will not vote any Shares it holds during the term of the Loan.

SECTION 4

PLEDGE

4.1 Pledge by Borrower as Pledgor. The Pledgor hereby pledges, and assigns to the Lender, and hereby transfers to the Lender all right, title, ownership and interest in and to (all the foregoing herein called the “Pledge”), the following described property hereinafter called the “Pledged Collateral”: the 300,000 shares of Unilife Corp. (UNIS.US), evidencing such shares and all instruments, securities or other property representing the Shares (collectively, the “Pledged Shares” or “Pledged Collateral”).

4.2 Covenant Regarding Collateral Value. During the term of the Loan the minimum value of the Pledged Collateral must always be at least eighty percent (80%) of the Loan Principal Amount so as to provide the Lender adequate security for the Loan. This is an affirmative covenant which requires the Borrower to maintain the agreed level of security as measured by the value of the collateral or pay a fee to modify the covenant. If the FMV of the Pledged Collateral has fallen to less than 80% of the Loan Principal Amount, a “Valuation Event” as defined herein occurs and the opportunity to cure this breach of the Loan Covenant arises pursuant to Section 8.1(g).

4.3 Lender’s Appointment of Agent and Lender’s Rights. The Lender shall have the right to appoint one or more agents for the purpose of receiving possession of the Pledged Collateral, which may be held in the name of the Lender or any nominee of the Lender or any agent appointed by the Lender.

4.4 Actions By Lender Related to Pledged Collateral. Borrower acknowledges and agrees that as long as the Loan Principal Amount or the Obligations remain due and outstanding, Lender may take any and all actions with respect to the Pledged Collateral as the Lender, in its sole and absolute discretion, may deem to be advisable, including, without limitation, selling and buying some or all of the Pledged Collateral during the term of this Agreement utilizing the Pledged Collateral as a part of hedging transactions, transferring the Pledged Collateral within or among one or more depositary accounts, and creating and trading derivative instruments that are

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backed, in whole or in part, by the Pledged Collateral. Lender is under no obligation to sequester, hold, retain or escrow the Pledged Collateral in any manner, nor keep it apart from any other assets of Lender, and Lender may combine the Pledged Collateral, in whole or in part, with any other assets. Any such sale or other disposition of any Pledged Collateral shall be deemed to be commercially reasonable, fully authorized and approved by the Borrower pursuant to the Loan Documents. It is further agreed the Lender is not required to apply the proceeds of the sale of any Pledged Collateral that may occur during the term of the Loan to reduce the Loan Principal Amount or any other Obligations and any such sale does not discharge the liability of the Borrower in any way.

4.5 Rights Under Uniform Commercial Code. In addition to the rights and remedies granted to the Lender in the Loan Documents, the Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. The Lender shall have the right in its sole discretion to determine which rights, security, liens, guaranties or remedies it shall retain, pursue, release, subordinate, modify or enforce, without in any way modifying, affecting or diminishing any of the other of them or any of the Lender’s rights hereunder.

SECTION 5

REPRESENTATIONS

5.1 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Borrower shall be deemed to have been made after due inquiry with respect to the matter in question but without Borrower being required to seek an opinion of counsel with respect thereto.

5.2 Each party represents and warrants to the other that:

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On the date on which any Agreement is entered into and on each day on which the Pledged Collateral is to be transferred under the Agreement, Lender and Borrower shall each be deemed to repeat all of the foregoing representations.

SECTION 6

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF LENDER

Lender represents and warrants to Borrower that:

6.1 Short Selling. The Lender is not engaged, directly or indirectly, in short selling any security by borrowing the shares from any entity or person and later buying shares in the same security, then returning the borrowed shares in an effort to make a profit.

6.2 Front Running. The Lender is not engaged, directly or indirectly, in buying or selling ahead of (“front running”) the arrival of the Pledged Collateral.

6.3 Margin Stock. It is not engaged, directly or indirectly, in the business of obtaining credit for the purpose of purchasing or carrying any margin stock (as defined in Regulation U of the FRB, 12 CFR Part 221, “Margin Stock”).

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SECTION 7

CONDITIONS TO LENDER’S OBLIGATIONS

The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions precedent (to the satisfaction of the Lender):

7.1 Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:

7.2 Legal Matters. All matters and all documentation and other instruments in connection with the Loan shall be satisfactory in form and substance to each party and its counsel, and counsel to each party shall have received copies of all documents which it may reasonably request in connection with the Loan.

SECTION 8

EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default. An “Event of Default” shall exist if any one or more of the following shall occur:

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8.2 Lender’s Rights Upon Default.

(a) Acceleration. Upon the occurrence of an Event of Default which remains uncured, the Loan, together with any accrued and unpaid interest thereon, shall be immediately due and payable without notice or demand, presentment, or protest, all of which are hereby expressly waived.

(b) Lender’s Rights and Remedies. At any time after the occurrence of an Event of Default which remains uncured, Lender may exercise the rights and remedies afforded to it under the Agreement with respect to the Pledged Collateral and may take, sell or otherwise dispose of any remaining Pledged Collateral then held as the Lender’s own property. Borrower agrees that Lender may or may not proceed, as it determines in its sole discretion, with any or all rights, benefits, and remedies which it may have against Borrower as provided in the Agreement subject to the limitation of remedies set forth below.

(c) Non-Recourse Loan and Pledge. Subject to the qualification below, the Lender agrees to limit its remedies as follows, for itself, its representatives, successors and assigns in the event that the Borrower fails to meet its obligation to repay the Loan Principal Amount plus any other Obligations: (i) the Lender shall not enforce the liability and obligation of Borrower to perform and observe the Obligations contained in the Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, or any representative, successor, assign or affiliate of the Borrower, and the Borrower shall have no personal liability for the Obligations; and (ii) the Lender, and any such representative, successor or assignee, but shall look only to the property, in the Pledged Collateral, for payment of the Obligations and will not make any claim or institute any action or proceeding against the Borrower, or any representatives, successors, assigns or affiliate of the Borrower, for any deficiency remaining after collection upon the Pledged Collateral, except as provided below.

Provided, however, notwithstanding the foregoing, the Borrower is and will remain personally liable for any deficiency remaining after collection of the Pledged Collateral to the extent of any loss suffered by Lender, or its representatives, successors, endorsees or assigns, is caused by Borrower based in whole or in part upon damages arising from any fraud, misrepresentations or the breach of any representation or warranty in the Loan Documents.

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SECTION 9

CHANGE IN COLLATERAL

9.1 Acceleration of Maturity Due to Change in Collateral.

(a) In the event that a Change of Collateral, as defined herein, does occur, and the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction then the Maturity Date for this Loan is automatically accelerated so that the Obligations become payable 45 days after the actual acquisition and closing date of the Change in Collateral event. Under those circumstances the Borrower and the Lender agree to and shall proceed as follows:

(1) In the event that a Change of Collateral does occur, the Pledged Collateral will be valued by utilizing the final takeover price or acquisition price at the time of the Change in Collateral closing date multiplied by the total number of shares received as Pledged Collateral. This sum of the number of shares of Pledged Collateral multiplied by the per share acquisition price, be it cash or cash plus stock valued as of the closing date, shall represent the sole and only purchase price value of the Pledged Collateral resulting from the Change in Collateral.

(2) The Borrower remains obligated under section 2.9 herein to repay the Loan Principal Amount plus any accrued or unpaid interest on the Loan Principal Amount to the date that the Obligations become payable but said amounts will be subtracted by the Lender from the purchase price value of the Pledged Collateral as calculated in Section 9.1 (a)(1) above.

(3) If the purchase price value of the Pledged Collateral, as calculated in Section 9.1(a)(1) above, is an amount which is greater than the payment Obligations owed by the Borrower, as set forth in paragraphs (2) above, then any net excess purchase price proceeds will be paid by the Lender to the Borrower within five (5) Exchange Business Days. If the purchase price value of the Pledged Collateral is an amount which is less than the payments owed by the Borrower as set forth in paragraphs (2) above, then any net excess purchase price proceeds remain the property of the Lender and no payments are due from the Lender to the Borrower. In each event the Loan and Pledge Agreement are terminated.

(b) In the event that a Change of Collateral occurs which results from the stock or securities of the company which issued the Pledged Collateral being acquired in an all-stock transaction where substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a stock transaction and the stock or security representing the Pledged Collateral ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, then that new security, stock or share instrument is substituted for and becomes the Pledged Collateral and there is no acceleration of the maturity date for the Loan and Pledge Agreement. The Loan and Pledge remain intact because there has been a substitution of Pledged Collateral. At maturity the Borrower remains obligated under the terms of the Loan and Pledge Agreement and the Lender will be obligated to redeliver the Pledged Collateral pursuant to paragraph 2.9 recognizing that the new security, stock or share instrument is substituted for and becomes the Pledged Collateral. The number of shares to be redelivered shall be determined by multiplying the number of shares of the original Pledged Collateral by the number of shares of the acquiring stock tendered for each share of the Pledged Collateral which would reflect the final buyout ratio of acquiring stock to the acquired stock.

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SECTION 10

ARBITRATION

10.1 Any claim, dispute, or controversy (“Claim”) arising from or relating to this Agreement or the relationships resulting from this Agreement, wherever and by whomever commenced, shall, upon delivery of a written notice demanding arbitration to the other party (including a written notice after the commencement of a lawsuit or a notice contained in court filings in any such lawsuit), be resolved by binding arbitration pursuant to the Federal Arbitration Act, 9 USC §§ 1 et seq., and the applicable rules of the American Arbitration Association (“AAA”) or JAMS in effect at the time of the written notice demanding arbitration. The term “Claim” as used in this Agreement is to be given the broadest possible meaning, and includes but is not limited to claims, disputes, or controversies arising from or relating to soliciting, originating, closing, or enforcing the transaction that is the subject of the Loan Documents.

10.2 Borrower may select which of AAA or JAMS to use for purposes of administering an arbitration governed by this Agreement. The address, telephone number, and web site containing applicable rules for each of these arbitration administrators is as follows:

AAA

Corporate Headquarters

1633 Broadway, 10th Floor

New York, NY 10019

212-716-5800

www.adr.org

JAMS

71 South Wacker Drive

Suite 3090

Chicago, IL 60606

312-655-0555

www.jamsadr.com

If Borrower fails to select an arbitration administrator within thirty (30) days from the date it or we deliver notice demanding arbitration, Lender will choose one. Any arbitrator must be a commercial lawyer with more than ten (10) years of experience in a regionally recognized law firm or a retired Federal judge or judge who served as a regular member of a state court of intermediate or final appellate jurisdiction.

10.3 Arbitrations seeking monetary relief less than $100,000.00 in the aggregate will be held within the federal judicial district encompassing the city where Borrower resides or is located. Arbitrations seeking monetary relief of $100,000.00 or more in the aggregate will be held in Indianapolis, Indiana.

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10.4 Each party shall pay one-half of any fees charged by the arbitration administrator for Claim(s) asserted by a party in the arbitration.

10.5 THIS AGREEMENT IS FULLY BINDING IN THE EVENT THAT A CLASS ACTION OR SIMILAR LAWSUIT IS FILED IN WHICH BORROWER WOULD BE A CLASS REPRESENTATIVE OR MEMBER. BORROWER AND LENDER AGREE THAT THERE SHALL BE NO CLASS OR CONSOLIDATED ARBITRATION OF ANY CLAIM. FURTHERMORE, CLAIMS BROUGHT BY OR ON BEHALF OF OTHER BORROWERS MAY NOT BE CONSOLIDATED WITH OR ARBITRATED IN ANY ARBITRATION PROCEEDING THAT IS CONSIDERING BORROWER’S CLAIMS UNLESS SAID OTHER BORROWERS ARE PARTIES TO THE SAME LOAN AGREEMENT. SIMILARLY, BORROWER MAY NOT JOIN WITH OTHER BORROWERS TO BRING CLAIMS IN THE SAME ARBITRATION PROCEEDING UNLESS ALL OF SUCH OTHER BORROWERS ARE PARTY TO THE SAME LOAN TRANSACTION.

SECTION 11

NOTICES AND OTHER COMMUNICATIONS

11.1 Any notice or other communication to be given under this Agreement shall:

11.2 Any such notice or other communications shall be deemed effective:

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11.3 If –

the non-Defaulting Party may sign a written notice (a “Special Default Notice”) which:

On the signature of a Special Default Notice the relevant event shall be treated as effective from the date and time so specified as an Event of Default in relation to the Defaulting Party, and the Special Default Notice shall be treated and accepted as an effective Default Notice. Any Special Default Notice should also be sent in a manner contemplated under 11.2.

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11.4 All notices, demands or other communications hereunder shall be given or made in writing at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties:

TO BORROWER:

Alan Shortall

xxxxxx

xxxxxx

TO EQUITIES FIRST HOLDINGS LLC:

Equities First Holdings LLC

10 West Market Street

Suite 3050

Indianapolis, IN 46204

11.5 Construction, Jurisdiction, and Venue. This Agreement, the Pledge Agreement, and all instruments or agreements delivered hereunder shall be governed by and construed in accordance with the laws of the State of New York, excluding them from any principles of conflicts of laws. Except to the extent either party exercises its right to demand arbitration pursuant to Section 10 of this Agreement, any legal action, claim or lawsuit commenced by one party against the other arising out of or in connection with this Agreement, and all instruments or agreements delivered hereunder shall be brought exclusively in the courts of the State of Indiana, including Federal Courts located therein, and such courts shall be the exclusive jurisdiction and venue for any such legal action, claim or lawsuit.

11.6 Consent to Jurisdiction, Venue and Jury Trial Waiver. Borrower hereby consents to the jurisdiction of all the courts of the State of Indiana, including Federal Courts, for the purpose of any suit, action or other proceeding arising out of any of Borrower’s obligations under or with respect to this Agreement, and expressly waives any and all objections Borrower may have as to venue in any of such courts. In addition, Borrower consents to the service of process by United States certified or registered mail, return receipt request, addressed to Borrower at the address provided herein. Borrower also, to the extent permitted by law, waives trial by jury in any action brought on or with respect to this Agreement and agrees that in the event this Agreement shall be successfully enforced by suit or otherwise, Borrower will reimburse the holder or holders of the Obligations, upon demand, for all reasonable expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses.

SECTION 12

12.1 Entire Agreement. This Agreement shall supersede any existing communications, term sheets, or agreements between the parties containing general terms and conditions for transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

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12.2 Single Transaction. Each party acknowledges that, and has entered into this Agreement and will enter into each transaction hereunder in consideration of and in reliance upon the fact that the loan and pledge transactions hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each party agrees: (i) to perform all if its obligations in respect to the entire transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect to the entire transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect to the entire transaction hereunder.

12.3 Severability. If one or more provisions of this Agreement or the applicability of any such provisions to any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the applicability of the same provisions or any of the remaining provisions to other circumstances.

12.4 Not a Purpose Loan. No part of the proceeds will be used to:

12.5 Intent. The parties agree and intend that this securities lending transaction is not a taxable disposition because the transaction qualifies for non-recognition treatment under Internal Revenue Code § 1058 (citation). The parties further agree that economic substance of the transaction is that this is a private loan of securities in which shares serve as collateral for the Loan where EFH has advanced money to the Borrower and the Borrower has an obligation to repay it upon such terms as the parties have agreed.

Except to the extent required by applicable law or regulation or as otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no event be “exchange contracts” or “futures” or “options” for purposes of the rules of any securities exchange and that any Loan hereunder shall not be governed by the buy-in or any rules of any such exchange, registered national securities association or other self-regulatory organization.

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SECTION 13

NON-ASSIGNABILITY AND TERMINATION

13.1 Neither party may assign, charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall insure to the benefit of the parties and their respective successors and assigns.

13.2 Either party may terminate this agreement by its terms by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any transactions then outstanding. All remedies hereunder shall survive termination in respect of the relevant transaction and termination of this Agreement.

SECTION 14

INDEMNITY AND LIMITATION OF LIABILITY

14.1 Either party shall indemnify and hold the other party harmless against any and all claims, demands, proceedings, suits, actions, damages, liabilities, losses, expenses and costs (which shall include, but not limited to all costs of defence, investigation and accounting and legal fees) to which the other party may become subject as a result of the defaulting party’s fraud, negligence, wilful misconduct or breach of any obligation under this Agreement.

14.2 Either Party’s total aggregate liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to $100,000 USD (One Hundred Thousand US Dollars).

14.3 Neither party shall be liable for any indirect, incidental or consequential loss or damages, including loss revenue or profits or losses arising from its normal course of business, even if a party has been advised of the possibility of such damages.

14.4 Each provision of this Section operates independently and survives the termination of this Agreement.

SECTION 15

NO WAIVERS

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and the failure or delay in the exercise of any remedy hereunder by any party shall not constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. The failure or delay to give any notice herein will not constitute a waiver of any right to do so at a later date.

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SECTION 16

FURTHER ASSURANCES

Borrower hereby agrees to execute and deliver such further instruments and documents as may be reasonably requested by Lender in order to carry out fully the intent and accomplish the purposes of this Agreement and the transactions referred to herein. Borrower agrees to take any action which Lender may reasonably request in order to obtain and enjoy the full rights and benefits granted to Lender by this Agreement and each other agreement, instrument and document delivered to Lender in connection herewith.

SECTION 17

SECTION HEADINGS

The section headings used in this Agreement are for convenience of reference only and are not to affect the construction of the Agreement nor are they to be taken into consideration in interpreting this Agreement.

SECTION 18

SURVIVAL OF AGREEMENTS

Except as herein provided, all agreements, representations and warranties made herein and in any statement delivered pursuant hereto, shall survive the execution and delivery of this Agreement or any of the Loan Documents, and shall continue in full force and effect until the indebtedness of Borrower under the Loan Documents has been paid in full.

SECTION 19

CONFIDENTIALITY

This Agreement and any other related documents are to kept confidential and are not to be reproduced in any manner whosoever for persons other than the parties hereto. Each party agrees not to circumvent the legitimate interests of the other party and to maintain this transaction in strict confidentiality. Each party agrees to maintain the confidentiality of any trade secrets, techniques, and contracts and contacts of the other party. Each party agrees not to engage in unauthorized communications (i.e. telephone calls, written inquiries, etc.) with the other party’s banks, insurers, contracting parties and contacts.

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SECTION 20

NO RELIANCE

20.1 Each party will be deemed to represent to the other party on the date on which it enters into this Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary):

SECTION 21

COUNTERPARTS; AMENDMENTS

21.1 This Agreement may be executed in counterparts, each of which shall be deemed an original.

21.2 None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Loan and Pledge Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

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Exhibit 5

FORBEARANCE AGREEMENT

This Forbearance Agreement (the “Forbearance Agreement”) is made between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (“EFH” or “Lender”).

WHEREAS, EFH and the Borrower are parties to a Loan and Pledge Agreement dated July 24, 2014 (the “Agreement”);

WHEREAS, pursuant to the terms of the Agreement, EFH lent funds to the Borrower on the terms and conditions more fully set forth in the Agreement;

WHEREAS, pursuant to the Agreement, a Notice of Default was issued to Borrower on September 28, 2015 advising the Borrower that a Valuation Event (as defined in the Agreement) occurred and advising the Borrower of its ability to cure the Valuation Event (the “September 28 Notice”);

WHEREAS, the Borrower wishes to, among other things, extend the cure period, and EFH is willing to accommodate the Borrower as a professional courtesy, and accordingly the parties wish to enter into this Forbearance Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, EFH and the Borrower agree as follows:

1. In consideration of the payment of the sum of $1,000 USD (“Forbearance Amount”) payable by Borrower to EFH on the date of execution of this Agreement, EFH agrees that until March 31, 2016 it shall refrain from exercising the rights and remedies under the Agreement that would be triggered as a result of a failure to cure a Valuation Event under the Agreement, and the Agreement shall continue in full force and effect at least until March 31, 2016.

2. In furtherance of the foregoing, the September 28 Notice, is further modified and amended as follows:

A) EFH is now extending the time to cure the Valuation Event to March 31, 2016;

B) The new average pricing dates will be September 29, 2015, September 30, 2015, and October 1, 2015, which yields an average price of $0.941 USD ($0.897 USD, $0.980 USD, and $0.946 USD), and which will be used to establish the amount due pursuant to the Valuation Event;

C) The amount due to cure the Valuation Event is $51,800.00 USD (which reflects a credit of the Forbearance Amount). For the avoidance of doubt, the amount due to cure the Valuation Event shall be treated as “additional cash” under Section 8.1(g) of the Agreement.

D) There will be no rescission of the Valuation Event should the price of shares delivered as Pledge Collateral increase prior the payment due date of March 31, 2016.

E) If the Valuation Event is not cured by the payment of agreed sum of $51,800.00 USD on or before March 31, 2016, the parties agree the Loan shall automatically terminate due to failure to cure the Valuation Event pursuant to the terms of the Agreement.

3. EFH and Borrower agree that, notwithstanding anything in the September 28 Notice or any other communication between the parties, a Valuation Event has occurred that is subject to cure. EFH and Borrower agree that the period for curing a Valuation Event has to date not expired and upon execution of this Forbearance Agreement, the period for curing the Valuation Event is extended until March 31, 2016.

4. EFH and Borrower agree and acknowledge that this Forbearance Agreement comprises an amendment to the Agreement executed in compliance with Section 21 of the Agreement. EFH and the Borrower agree and acknowledge that this Forbearance Agreement contains the entire supplemental agreement between the parties with respect to the amendment of the Agreement and September 28 Notice and no other terms or conditions of the Agreement and September 28 Notice shall be modified, amended or impacted by this Forbearance Agreement.

5. This Forbearance Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Forbearance Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

Exhibit 6

LOAN AND PLEDGE AGREEMENT

This Loan and Pledge Agreement is between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (the “Lender”).

WITNESSETH

WHEREAS, the Borrower has requested that the Lender provide a loan, and possible subsequent loans, to be secured by collateral of the Borrower, which collateral will be bought, sold or otherwise utilized by the Lender during the term of the loan;

WHEREAS, the Lender is willing to furnish such loan or loans, but only upon the terms and conditions contained herein, including, without limitation, the execution, delivery, and, where appropriate, the filing or recording of certain agreements; and

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” shall mean this Loan and Pledge Agreement including any Exhibits and Schedules hereto and as amended or supplemented from time to time.

“Change in Collateral” shall mean and have occurred if substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction and the stock or security representing the Pledged Collateral ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service. See Section 9.1 for full definition and effect.

“Closing Statement” shall mean a statement in the form attached to this Agreement as Exhibit 1, which Closing Statement shall be delivered by the Lender to the Borrower prior to with the funding of the Loan.

“Currency” the parties agree that all loans shall be priced, closed and funded in United States of American Dollars (“USD”). If the Pledged Collateral is a security or instrument which is priced and traded in a market and currency other than USD, the parties agree to convert to USD for all purposes and calculate the currency exchange rate to USD from the currency of the market in which the security or instrument is traded as set forth herein.

“Currency Exchange Rate” the parties agree that to calculate the currency exchange rate from any currency other than USD into USD equivalent they will utilize and rely upon the Wall Street Journal (“WSJ”) U.S. Dollar foreign exchange rate daily closing price for the same three consecutive Exchange Business Days as utilized to establish the “Fair Market Value” (“FMV”) as defined herein and average the daily converted closing price for those same three days to establish the FMV.

“Delivery versus Payment” (“DVP”) the payment for securities is simultaneous with delivery.

“Event of Default” shall mean any of the events specified in Section 8.1 hereof.

“Exchange Business Day” shall mean any day that is a trading day on the national or international securities exchange which is the primary exchange where the Pledged Shares trade on a regular basis.

“Fair Market Value” (“FMV”) shall mean with respect to the shares provided as Pledged Collateral if the principal market for the Pledged Collateral is a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, the average of the last sale price on three consecutive Exchange Business Days with the first day being the day that the Pledge Collateral is received and posted to the Lender’s account. That average price shall be the per share price of the Pledged Collateral to establish its Fair Market Value.

“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

“Loan Principal Amount” shall mean the amount of monies borrowed by Borrower from Lender under Section 2.1 hereof.

“Loan Documents” shall mean collectively, this Agreement, the Closing Statement, and any other agreements, documents, instruments, exhibits or statements delivered in connection with the Loan. Each to be contemporaneously executed and read and construed together in a manner so as to give meaning and effect to all their provisions.

“Maturity Date” means the scheduled term and termination date for the Loan which shall be two (2) years subsequent to the Occurrence of the Closing Date.

“Obligations” shall mean all obligations and liabilities of the Borrower to Lender of every kind, nature and description, present or future, direct or indirect, arising out of the Loan and Pledge Agreement or any documents delivered pursuant to either of them including, without limitation, (i) the payment in full when due of the Loan and all interest thereon, the payment of all amounts payable by the Borrower to the Lender under the terms of the Loan Agreement or

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any other Loan Document and the payment and performance in full when due of all other liabilities and obligations of the Borrower to the Lender under the Loan Agreement and the other Loan Documents and (ii) the observance and performance by the Borrower of the obligations to be observed and performed by it hereunder or under any related agreement, instrument or document.

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

“Pledged Collateral” shall mean the 100,000 shares of Unilife Corp. (UNIS.US), (collectively, the “Pledged Shares”) and all instruments, securities or other property representing a dividend or other distribution on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares, and all proceeds thereof.

“Term Loan” shall mean the Borrower and Lender agree that this Agreement sets forth the terms and conditions governing the Loan in which a specific amount of shares of a security are pledged in return for the loan of cash for an agreed upon time period until the Maturity Date unless the Borrower exercises its right to terminate the transaction on demand pursuant to Section 2.10 herein.

“Uniform Commercial Code” means the Uniform Commercial Code as adopted and in effect from time to time in the State of Indiana.

“Valuation Event” shall mean that the Fair Market Value of the Pledged Collateral has fallen to less than eighty percent (80%) of the Loan Principal Amount as measured by the average of the last sale price on three consecutive Exchange Business Days. See Section 8.1(g).

1.2 Use of Defined Terms. All terms defined herein shall have their defined meanings when used (without repeating the definition) in this Agreement or any other documents made or delivered in conjunction with this Agreement.

1.3 Lender’s and Borrower’s Discretion. Each of the Lender and the Borrower has the sole discretion and right to elect to not proceed with any loan with the Borrower at any time up until the closing.

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SECTION 2

AMOUNT AND TERMS OF LOAN

2.1 Loan Principal Amount. Subject at all times to all of the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower funds equal to 68.5% of the current Fair Market Value of the 100,000 shares of Unilife Corp. (UNIS.US), as defined in Section 1.1, “Fair Market Value.” The Loan Principal Amount shall be funded no later than the Closing Date and shall be memorialized in a Closing Statement in the form of Exhibit 1 hereto, which is hereby incorporated by reference.

2.2 Interest Rate.

2.3 Loan Origination Fee. Contemporaneous with the funding of the Loan by the Lender on the Closing Date, the Borrower shall pay an agreed upon loan origination fee of 4% of the Loan. The Lender is authorized to deduct the loan origination fee from the principal amount being borrowed, if a fee is charged.

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2.4 Closing. On the same day that the Shares are delivered to Lender’s account Delivery versus Payment (DVP), a portion of the Loan Amount, Seventy-Five Thousand Dollars ($75,000) will be settled (paid) to the Borrower’s account:

No later than three (3) Exchange Business Days from the satisfaction of the conditions to Lender’s Obligations set forth in Section 6 herein, the remaining balance of the Loan Amount shall be paid at the Closing (the “Closing Date”). Lender shall provide the Closing Statement to the Borrower prior to the closing. The Lender has the discretion and right to elect not to proceed with any transaction with the Borrower up until the completion of the Closing. On the Closing Date, the remaining balance of the Loan Amount (minus the previously paid $75,000), DVP, any origination fee as set forth in the Closing Statement, not satisfied in cash by the Borrower) shall be wired to the Borrower’s account per the following instructions:

2.5 Term of Loan and Maturity Date of Loan. This Term Loan shall mature, and the Loan Principal Amount together with all accrued interest thereon shall be due and payable two (2) years subsequent to the occurrence of the Closing Date (the “Maturity Date” or “Maturity”). The term of the Loan shall begin on the Closing Date and end on the Maturity Date (the “Loan Term”). The Closing Date shall be set in accordance with Section 2.4 of this Agreement and the Closing Statement shall identify the Closing Date. If the Loan Principal Amount is unpaid on or before the Maturity Date, and given that there is no Event of Default that is uncured, the Maturity Date will be extended one time by the Lender for one year.

2.6 Application of Payments. Any funds received as payment from or on behalf of the Borrower (whether pursuant to any of the terms and provisions of the Loan Documents or otherwise) shall be applied by Lender to the following items in the following manner:

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2.7 Repayment of Loan Principal Amount and Interest on Maturity Date. The Borrower has the obligation to repay the Loan Principal Amount plus any other Obligations due to the Lender, including but not limited to interest due on the Loan Principal Amount on the Maturity Date. If Lender has not received the full Loan Principal Amount and all other Obligations due to the Lender in immediately available funds before the close of business within ten (10) calendar days after the Maturity Date, Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of the Loan Principal Amount that is then immediately due. Such late charge shall be assessed only once, but shall be in addition to and cumulative with all other interest charges, rights, benefits and remedies available to Lender under any of the Loan Documents on account of any default by Borrower. Failure by the Borrower to repay the Loan Principal Amount when due on or before the Maturity Date or within ten (10) calendar days thereafter shall be an Event of Default.

Upon repayment in full of all Obligations by the Borrower, Lender shall return to the Borrower securities of Unilife Corp. (UNIS.US) equal to the amount which Borrower would have owned as if such Pledged Collateral had never been delivered to Lender, including any distributions, dividends or shares issued during the term of the loan.

2.8 Loan Maturity and Redelivery of the Pledged Collateral. This Agreement shall terminate when all of the Borrower’s Obligations have been paid in full. Within five (5) business days of the Borrower’s satisfaction of the Obligations, the Lender shall reassign all right, title, ownership and interest in identical securities in the amount set forth above, as described in IRC § 1058, to the Borrower and redeliver the Pledged Collateral, without recourse or warranty, at the sole expense of the Lender.

Provided, however, that this Agreement shall be reinstated if any payment in respect of the Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by the Lender for any reason, including without limitation by reason of the insolvency or bankruptcy of the Borrower or any other person. For the purpose of this Agreement, a return of identical securities means a return of the Pledged Shares as modified as a result of any split-up, revision, reclassification or other like change of the Pledged Shares. Any cash or shares tendered to buy down the Loan as a result of a Valuation Event are subject to redelivery and shall become part of the Pledged Collateral.

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SECTION 3

NATURE OF LOAN AND PLEDGE

3.1 Opportunity For Gain or Loss. The Borrower retains the benefits and burdens of ownership of the Shares during the Term Loan including the right to exercise the Early Termination provision and the burden of risk in the event the Shares decline in value. The parties agree there is no diminution in the opportunity for gain or loss associated with the Agreement. EFH agrees to return to the Borrower shares identical to the Shares pledged, of the same class and issue as the securities pledged. In the event of a reorganization, recapitalization or merger of the issuer of the securities during the term of the Loan, EFH will return shares of the same class and issue as the securities pledged subject to the further provisions of Section 9 herein.

3.2 Dividends, Interest and Other Distributions. The Borrower, as the transferor of the stock, shall receive from EFH a payment or credit against interest due of an amount equivalent to all interest dividends and other distributions which the beneficial owner of those securities is entitled to receive during the period of the loan which ends with the transfer of identical securities back to the Borrower when all outstanding principal, interest and other amounts due under the Agreement are paid and all obligations of the Borrower are extinguished. See, IRC § 1058(b)(2) (hereinafter referred to as the “Dividend Amount”).

3.3 Voting. The Borrower hereby waives the right to vote, or to provide any consent or to take any similar action with regard to the Shares in the event that the record date or deadline for such vote, consent or other action falls during the term of the Loan. The Lender, EFH, also waives the right to vote, or to provide any consent or to take any similar action with respect to the Shares and will not vote any Shares it holds during the term of the Loan.

SECTION 4

PLEDGE

4.1 Pledge by Borrower as Pledgor. The Pledgor hereby pledges, and assigns to the Lender, and hereby transfers to the Lender all right, title, ownership and interest in and to (all the foregoing herein called the “Pledge”), the following described property hereinafter called the “Pledged Collateral”: the 100,000 shares of Unilife Corp. (UNIS.US), evidencing such shares and all instruments, securities or other property representing the Shares (collectively, the “Pledged Shares” or “Pledged Collateral”).

4.2 Covenant Regarding Collateral Value. During the term of the Loan the minimum value of the Pledged Collateral must always be at least eighty percent (80%) of the Loan Principal Amount so as to provide the Lender adequate security for the Loan. This is an affirmative covenant which requires the Borrower to maintain the agreed level of security as measured by the value of the collateral or pay a fee to modify the covenant. If the FMV of the Pledged Collateral has fallen to less than 80% of the Loan Principal Amount, a “Valuation Event” as defined herein occurs and the opportunity to cure this breach of the Loan Covenant arises pursuant to Section 8.1(g).

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4.3 Lender’s Appointment of Agent and Lender’s Rights. The Lender shall have the right to appoint one or more agents for the purpose of receiving possession of the Pledged Collateral, which may be held in the name of the Lender or any nominee of the Lender or any agent appointed by the Lender.

4.4 Actions By Lender Related to Pledged Collateral. Borrower acknowledges and agrees that as long as the Loan Principal Amount or the Obligations remain due and outstanding, Lender may take any and all actions with respect to the Pledged Collateral as the Lender, in its sole and absolute discretion, may deem to be advisable, including, without limitation, selling and buying some or all of the Pledged Collateral during the term of this Agreement utilizing the Pledged Collateral as a part of hedging transactions, transferring the Pledged Collateral within or among one or more depositary accounts, and creating and trading derivative instruments that are backed, in whole or in part, by the Pledged Collateral. Lender is under no obligation to sequester, hold, retain or escrow the Pledged Collateral in any manner, nor keep it apart from any other assets of Lender, and Lender may combine the Pledged Collateral, in whole or in part, with any other assets. Any such sale or other disposition of any Pledged Collateral shall be deemed to be commercially reasonable, fully authorized and approved by the Borrower pursuant to the Loan Documents. It is further agreed the Lender is not required to apply the proceeds of the sale of any Pledged Collateral that may occur during the term of the Loan to reduce the Loan Principal Amount or any other Obligations and any such sale does not discharge the liability of the Borrower in any way.

4.5 Rights Under Uniform Commercial Code. In addition to the rights and remedies granted to the Lender in the Loan Documents, the Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. The Lender shall have the right in its sole discretion to determine which rights, security, liens, guaranties or remedies it shall retain, pursue, release, subordinate, modify or enforce, without in any way modifying, affecting or diminishing any of the other of them or any of the Lender’s rights hereunder.

SECTION 5

REPRESENTATIONS

5.1 Statements as to Knowledge. Any statements, representations or warranties which are based upon the knowledge of the Borrower shall be deemed to have been made after due inquiry with respect to the matter in question but without Borrower being required to seek an opinion of counsel with respect thereto.

5.2 Each party represents and warrants to the other that:

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On the date on which any Agreement is entered into and on each day on which the Pledged Collateral is to be transferred under the Agreement, Lender and Borrower shall each be deemed to repeat all of the foregoing representations.

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SECTION 6

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF LENDER

Lender represents and warrants to Borrower that:

6.1 Short Selling. The Lender is not engaged, directly or indirectly, in short selling any security by borrowing the shares from any entity or person and later buying shares in the same security, then returning the borrowed shares in an effort to make a profit.

6.2 Front Running. The Lender is not engaged, directly or indirectly, in buying or selling ahead of (“front running”) the arrival of the Pledged Collateral.

6.3 Margin Stock. It is not engaged, directly or indirectly, in the business of obtaining credit for the purpose of purchasing or carrying any margin stock (as defined in Regulation U of the FRB, 12 CFR Part 221, “Margin Stock”).

SECTION 7

CONDITIONS TO LENDER’S OBLIGATIONS

The obligation of the Lender to make the Loan is subject to the satisfaction of the following conditions precedent (to the satisfaction of the Lender):

7.1 Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:

7.2 Legal Matters. All matters and all documentation and other instruments in connection with the Loan shall be satisfactory in form and substance to each party and its counsel, and counsel to each party shall have received copies of all documents which it may reasonably request in connection with the Loan.

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SECTION 8

EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default. An “Event of Default” shall exist if any one or more of the following shall occur:

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8.2 Lender’s Rights Upon Default.

(a) Acceleration. Upon the occurrence of an Event of Default which remains uncured, the Loan, together with any accrued and unpaid interest thereon, shall be immediately due and payable without notice or demand, presentment, or protest, all of which are hereby expressly waived.

(b) Lender’s Rights and Remedies. At any time after the occurrence of an Event of Default which remains uncured, Lender may exercise the rights and remedies afforded to it under the Agreement with respect to the Pledged Collateral and may take, sell or otherwise dispose of any remaining Pledged Collateral then held as the Lender’s own property. Borrower agrees that Lender may or may not proceed, as it determines in its sole discretion, with any or all rights, benefits, and remedies which it may have against Borrower as provided in the Agreement subject to the limitation of remedies set forth below.

(c) Non-Recourse Loan and Pledge. Subject to the qualification below, the Lender agrees to limit its remedies as follows, for itself, its representatives, successors and assigns in the event that the Borrower fails to meet its obligation to repay the Loan Principal Amount plus any other Obligations: (i) the Lender shall not enforce the liability and obligation of Borrower to perform and observe the Obligations contained in the Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, or any representative, successor, assign or affiliate of the Borrower, and the Borrower shall have no personal liability for the Obligations; and (ii) the Lender, and any such representative, successor or assignee, but shall look only to the property, in the Pledged Collateral, for payment of the Obligations and will not make any claim or institute any action or proceeding against the Borrower, or any representatives, successors, assigns or affiliate of the Borrower, for any deficiency remaining after collection upon the Pledged Collateral, except as provided below.

12

Provided, however, notwithstanding the foregoing, the Borrower is and will remain personally liable for any deficiency remaining after collection of the Pledged Collateral to the extent of any loss suffered by Lender, or its representatives, successors, endorsees or assigns, is caused by Borrower based in whole or in part upon damages arising from any fraud, misrepresentations or the breach of any representation or warranty in the Loan Documents.

SECTION 9

CHANGE IN COLLATERAL

9.1 Acceleration of Maturity Due to Change in Collateral.

(a) In the event that a Change of Collateral, as defined herein, does occur, and the stock or securities of the company which issued the Pledged Collateral is acquired in a cash or stock and cash transaction then the Maturity Date for this Loan is automatically accelerated so that the Obligations become payable 45 days after the actual acquisition and closing date of the Change in Collateral event. Under those circumstances the Borrower and the Lender agree to and shall proceed as follows:

(1) In the event that a Change of Collateral does occur, the Pledged Collateral will be valued by utilizing the final takeover price or acquisition price at the time of the Change in Collateral closing date multiplied by the total number of shares received as Pledged Collateral. This sum of the number of shares of Pledged Collateral multiplied by the per share acquisition price, be it cash or cash plus stock valued as of the closing date, shall represent the sole and only purchase price value of the Pledged Collateral resulting from the Change in Collateral.

(2) The Borrower remains obligated under section 2.9 herein to repay the Loan Principal Amount plus any accrued or unpaid interest on the Loan Principal Amount to the date that the Obligations become payable but said amounts will be subtracted by the Lender from the purchase price value of the Pledged Collateral as calculated in Section 9.1(a)(1) above.

(3) If the purchase price value of the Pledged Collateral, as calculated in Section 9.1(a)(1) above, is an amount which is greater than the payment Obligations owed by the Borrower, as set forth in paragraphs (2) above, then any net excess purchase price proceeds will be paid by the Lender to the Borrower within five (5) Exchange Business Days. If the purchase price value of the Pledged Collateral is an amount which is less than the payments owed by the Borrower as set forth in paragraphs (2) above, then any net excess purchase price proceeds remain the property of the Lender and no payments are due from the Lender to the Borrower. In each event the Loan and Pledge Agreement are terminated.

13

(b) In the event that a Change of Collateral occurs which results from the stock or securities of the company which issued the Pledged Collateral being acquired in an all-stock transaction where substantially all of the stock or securities of the company which issued the Pledged Collateral is acquired in a stock transaction and the stock or security representing the Pledged Collateral ceases to be traded on a national or international securities exchange or the OTC Bulletin Board Services, the National Quotation Bureau, Incorporated or a comparable service, then that new security, stock or share instrument is substituted for and becomes the Pledged Collateral and there is no acceleration of the maturity date for the Loan and Pledge Agreement. The Loan and Pledge remain intact because there has been a substitution of Pledged Collateral. At maturity the Borrower remains obligated under the terms of the Loan and Pledge Agreement and the Lender will be obligated to redeliver the Pledged Collateral pursuant to paragraph 2.9 recognizing that the new security, stock or share instrument is substituted for and becomes the Pledged Collateral. The number of shares to be redelivered shall be determined by multiplying the number of shares of the original Pledged Collateral by the number of shares of the acquiring stock tendered for each share of the Pledged Collateral which would reflect the final buyout ratio of acquiring stock to the acquired stock.

SECTION 10

ARBITRATION

10.1 Any claim, dispute, or controversy (“Claim”) arising from or relating to this Agreement or the relationships resulting from this Agreement, wherever and by whomever commenced, shall, upon delivery of a written notice demanding arbitration to the other party (including a written notice after the commencement of a lawsuit or a notice contained in court filings in any such lawsuit), be resolved by binding arbitration pursuant to the Federal Arbitration Act, 9 USC §§ 1 et seq., and the applicable rules of the American Arbitration Association (“AAA”) or JAMS in effect at the time of the written notice demanding arbitration. The term “Claim” as used in this Agreement is to be given the broadest possible meaning, and includes but is not limited to claims, disputes, or controversies arising from or relating to soliciting, originating, closing, or enforcing the transaction that is the subject of the Loan Documents.

10.2 Borrower may select which of AAA or JAMS to use for purposes of administering an arbitration governed by this Agreement. The address, telephone number, and web site containing applicable rules for each of these arbitration administrators is as follows:

AAA

Corporate Headquarters

1633 Broadway, 10th Floor

New York, NY 10019

212-716-5800

www.adr.org

JAMS

71 South Wacker Drive

Suite 3090

Chicago, IL 60606

312-655-0555

www.jamsadr.com

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If Borrower fails to select an arbitration administrator within thirty (30) days from the date it or we deliver notice demanding arbitration, Lender will choose one. Any arbitrator must be a commercial lawyer with more than ten (10) years of experience in a regionally recognized law firm or a retired Federal judge or judge who served as a regular member of a state court of intermediate or final appellate jurisdiction.

10.3 Arbitrations seeking monetary relief less than $100,000.00 in the aggregate will be held within the federal judicial district encompassing the city where Borrower resides or is located. Arbitrations seeking monetary relief of $100,000.00 or more in the aggregate will be held in Indianapolis, Indiana.

10.4 Each party shall pay one-half of any fees charged by the arbitration administrator for Claim(s) asserted by a party in the arbitration.

10.5 THIS AGREEMENT IS FULLY BINDING IN THE EVENT THAT A CLASS ACTION OR SIMILAR LAWSUIT IS FILED IN WHICH BORROWER WOULD BE A CLASS REPRESENTATIVE OR MEMBER. BORROWER AND LENDER AGREE THAT THERE SHALL BE NO CLASS OR CONSOLIDATED ARBITRATION OF ANY CLAIM. FURTHERMORE, CLAIMS BROUGHT BY OR ON BEHALF OF OTHER BORROWERS MAY NOT BE CONSOLIDATED WITH OR ARBITRATED IN ANY ARBITRATION PROCEEDING THAT IS CONSIDERING BORROWER’S CLAIMS UNLESS SAID OTHER BORROWERS ARE PARTIES TO THE SAME LOAN AGREEMENT. SIMILARLY, BORROWER MAY NOT JOIN WITH OTHER BORROWERS TO BRING CLAIMS IN THE SAME ARBITRATION PROCEEDING UNLESS ALL OF SUCH OTHER BORROWERS ARE PARTY TO THE SAME LOAN TRANSACTION.

SECTION 11

NOTICES AND OTHER COMMUNICATIONS

11.1 Any notice or other communication to be given under this Agreement shall:

15

11.2 Any such notice or other communications shall be deemed effective:

11.3 If–

the non-Defaulting Party may sign a written notice (a “Special Default Notice”) which:

16

On the signature of a Special Default Notice the relevant event shall be treated as effective from the date and time so specified as an Event of Default in relation to the Defaulting Party, and the Special Default Notice shall be treated and accepted as an effective Default Notice. Any Special Default Notice should also be sent in a manner contemplated under 11.2.

11.4 All notices, demands or other communications hereunder shall be given or made in writing at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties:

TO BORROWER:

Alan Shortall

xxxxxx

xxxxxx

TO EQUITIES FIRST HOLDINGS LLC:

Equities First Holdings LLC

10 West Market Street

Suite 3050

Indianapolis, IN 46204

11.5 Construction, Jurisdiction, and Venue. This Agreement, the Pledge Agreement, and all instruments or agreements delivered hereunder shall be governed by and construed in accordance with the laws of the State of New York, excluding them from any principles of conflicts of laws. Except to the extent either party exercises its right to demand arbitration pursuant to Section 10 of this Agreement, any legal action, claim or lawsuit commenced by one party against the other arising out of or in connection with this Agreement, and all instruments or agreements delivered hereunder shall be brought exclusively in the courts of the State of Indiana, including Federal Courts located therein, and such courts shall be the exclusive jurisdiction and venue for any such legal action, claim or lawsuit.

11.6 Consent to Jurisdiction, Venue and Jury Trial Waiver. Borrower hereby consents to the jurisdiction of all the courts of the State of Indiana, including Federal Courts, for the purpose of any suit, action or other proceeding arising out of any of Borrower’s obligations under or with respect to this Agreement, and expressly waives any and all objections Borrower may have as to venue in any of such courts. In addition, Borrower consents to the service of process by United States certified or registered mail, return receipt request, addressed to Borrower at the address provided herein. Borrower also, to the extent permitted by law, waives

17

trial by jury in any action brought on or with respect to this Agreement and agrees that in the event this Agreement shall be successfully enforced by suit or otherwise, Borrower will reimburse the holder or holders of the Obligations, upon demand, for all reasonable expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses.

SECTION 12

12.1 Entire Agreement. This Agreement shall supersede any existing communications, term sheets, or agreements between the parties containing general terms and conditions for transactions. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

12.2 Single Transaction. Each party acknowledges that, and has entered into this Agreement and will enter into each transaction hereunder in consideration of and in reliance upon the fact that the loan and pledge transactions hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each party agrees: (i) to perform all if its obligations in respect to the entire transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect to the entire transactions hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect to the entire transaction hereunder.

12.3 Severability. If one or more provisions of this Agreement or the applicability of any such provisions to any set of circumstances shall be determined to be invalid or ineffective for any reason, such determination shall not affect the validity and enforceability of the remaining provisions or the applicability of the same provisions or any of the remaining provisions to other circumstances.

12.4 Not a Purpose Loan. No part of the proceeds will be used to:

12.5 Intent. The parties agree and intend that this securities lending transaction is not a taxable disposition because the transaction qualifies for non-recognition treatment under Internal Revenue Code § 1058 (citation). The parties further agree that economic substance of the transaction is that this is a private loan of securities in which shares serve as collateral for the Loan where EFH has advanced money to the Borrower and the Borrower has an obligation to repay it upon such terms as the parties have agreed.

18

Except to the extent required by applicable law or regulation or as otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no event be “exchange contracts” or “futures” or “options” for purposes of the rules of any securities exchange and that any Loan hereunder shall not be governed by the buy-in or any rules of any such exchange, registered national securities association or other self-regulatory organization.

SECTION 13

NON-ASSIGNABILITY AND TERMINATION

13.1 Neither party may assign, charge or otherwise deal with (including without limitation any dealing with any interest in or the creation of any interest in) its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall insure to the benefit of the parties and their respective successors and assigns.

13.2 Either party may terminate this agreement by its terms by giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any transactions then outstanding. All remedies hereunder shall survive termination in respect of the relevant transaction and termination of this Agreement.

SECTION 14

INDEMNITY AND LIMITATION OF LIABILITY

14.1 Either party shall indemnify and hold the other party harmless against any and all claims, demands, proceedings, suits, actions, damages, liabilities, losses, expenses and costs (which shall include, but not limited to all costs of defence, investigation and accounting and legal fees) to which the other party may become subject as a result of the defaulting party’s fraud, negligence, wilful misconduct or breach of any obligation under this Agreement.

14.2 Either Party’s total aggregate liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to $100,000 USD (One Hundred Thousand US Dollars).

14.3 Neither party shall be liable for any indirect, incidental or consequential loss or damages, including loss revenue or profits or losses arising from its normal course of business, even if a party has been advised of the possibility of such damages.

14.4 Each provision of this Section operates independently and survives the termination of this Agreement.

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SECTION 15

NO WAIVERS

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and the failure or delay in the exercise of any remedy hereunder by any party shall not constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure here from shall be effective unless and until such modification, waiver or consent shall be in writing and duly executed by both of the parties hereto. The failure or delay to give any notice herein will not constitute a waiver of any right to do so at a later date.

SECTION 16

FURTHER ASSURANCES

Borrower hereby agrees to execute and deliver such further instruments and documents as may be reasonably requested by Lender in order to carry out fully the intent and accomplish the purposes of this Agreement and the transactions referred to herein. Borrower agrees to take any action which Lender may reasonably request in order to obtain and enjoy the full rights and benefits granted to Lender by this Agreement and each other agreement, instrument and document delivered to Lender in connection herewith.

SECTION 17

SECTION HEADINGS

The section headings used in this Agreement are for convenience of reference only and are not to affect the construction of the Agreement nor are they to be taken into consideration in interpreting this Agreement.

SECTION 18

SURVIVAL OF AGREEMENTS

Except as herein provided, all agreements, representations and warranties made herein and in any statement delivered pursuant hereto, shall survive the execution and delivery of this Agreement or any of the Loan Documents, and shall continue in full force and effect until the indebtedness of Borrower under the Loan Documents has been paid in full.

SECTION 19

CONFIDENTIALITY

This Agreement and any other related documents are to be kept confidential and are not to be reproduced in any manner whosoever for persons other than the parties hereto. Each party agrees not to circumvent the legitimate interests of the other party and to maintain this

20

transaction in strict confidentiality. Each party agrees to maintain the confidentiality of any trade secrets, techniques, and contracts and contacts of the other party. Each party agrees not to engage in unauthorized communications (i.e. telephone calls, written inquiries, etc.) with the other party’s banks, insurers, contracting parties and contacts.

SECTION 20

NO RELIANCE

20.1 Each party will be deemed to represent to the other party on the date on which it enters into this Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary):

21

SECTION 21

COUNTERPARTS; AMENDMENTS

21.1 This Agreement may be executed in counterparts, each of which shall be deemed an original.

21.2 None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the parties.

22

IN WITNESS WHEREOF, the parties hereto have caused this Loan and Pledge Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

23

10 West Market Street, Suite 3050

Indianapolis, IN 46204

(317) 429-3500

Closing Statement

____________, 2014

xxxxxx

xxxxxx

This comprises the Closing Statement referred to in the Agreement. Capitalized terms used but not defined herein shall have the meanings gives to such terms in the Agreement. No further or additional Closing Statement shall be provided with respect to the Loan set forth in the Agreement. The Closing Date of the Loan shall be                     , 2014.

On                     , 201    , you delivered and posted 100,000 shares of Unilife Corp. (UNIS.US) to the Lender’s Account pursuant to the Agreement. The average of the last sale price of Unilife Corp. (UNIS.US) on three consecutive Exchange Business Days ($            , $            , and $                    ) is $            . Accordingly, and calculated based upon a 68.5% LTV, the loan proceeds to be distributed to Borrower on the Closing Date under the Agreement will be as follows:

The Net Loan Proceeds will be transmitted to you on the Closing Date in accordance with the payment instructions provided in the Agreement. Specifically, to the following:

24

The first quarterly interest payment due under the Loan and Pledge Agreement will be due on                     , 2015. Please ensure timely payment of this interest payment.

Equities First Holdings LLC appreciates your business and please do not hesitate to contact us at any time should you have any questions or concerns.

EXHIBIT 1

25

Exhibit 7

FORBEARANCE AGREEMENT

This Forbearance Agreement (the “Forbearance Agreement”) is made between Alan Shortall having an address of xxxxxx (“Borrower”) and Equities First Holdings, LLC, a Delaware limited liability company having a place of business at 10 West Market Street, Suite 3050, Indianapolis, IN 46204 (“EFH” or “Lender”).

WHEREAS, EFH and the Borrower are parties to a Loan and Pledge Agreement dated November 26, 2014 (the “Agreement”);

WHEREAS, pursuant to the terms of the Agreement, EFH lent funds to the Borrower on the terms and conditions more fully set forth in the Agreement;

WHEREAS, pursuant to the Agreement, a Notice of Default was issued to Borrower on September 28, 2015 advising the Borrower that a Valuation Event (as defined in the Agreement) occurred and advising the Borrower of its ability to cure the Valuation Event (the “September 28 Notice”);

WHEREAS, the Borrower wishes to, among other things, extend the cure period, and EFH is willing to accommodate the Borrower as a professional courtesy, and accordingly the parties wish to enter into this Forbearance Agreement.

NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby irrevocably acknowledged, EFH and the Borrower agree as follows:

1. In consideration of the payment of the sum of $1,000 USD (“Forbearance Amount”) payable by Borrower to EFH on the date of execution of this Agreement, EFH agrees that until March 31, 2016 it shall refrain from exercising the rights and remedies under the Agreement that would be triggered as a result of a failure to cure a Valuation Event under the Agreement, and the Agreement shall continue in full force and effect at least until March 31, 2016.

2. In furtherance of the foregoing, the September 28 Notice, is further modified and amended as follows:

A) EFH is now extending the time to cure the Valuation Event to March 31, 2016;

B) The new average pricing dates will be September 29, 2015, September 30, 2015, October 1, 2015, which yields an average price of $0.941 USD ($0.897 USD, $0.980 USD, and $0.946 USD), and which will be used to establish the amount due pursuant to the Valuation Event;

C) The amount due to cure the Valuation Event is $16,600.00 USD (which reflects a credit of the Forbearance Amount). For the avoidance of doubt, the amount due to cure the Valuation Event shall be treated as “additional cash” under Section 8.1(g) of the Agreement.

D) There will be no rescission of the Valuation Event should the price of shares delivered as Pledge Collateral increase prior the payment due date of March 31, 2016.

E) If the Valuation Event is not cured by the payment of agreed sum of $16,600 USD on or before March 31, 2016, the parties agree the Loan shall automatically terminate due to failure to cure the Valuation Event pursuant to the terms of the Agreement.

3. EFH and Borrower agree that, notwithstanding anything in the September 28 Notice or any other communication between the parties, a Valuation Event has occurred that is subject to cure. EFH and Borrower agree that the period for curing a Valuation Event has to date not expired and upon execution of this Forbearance Agreement, the period for curing the Valuation Event is extended until March 31, 2016.

4. EFH and Borrower agree and acknowledge that this Forbearance Agreement comprises an amendment to the Agreement executed in compliance with Section 21 of the Agreement. EFH and the Borrower agree and acknowledge that this Forbearance Agreement contains the entire supplemental agreement between the parties with respect to the amendment of the Agreement and September 28 Notice and no other terms or conditions of the Agreement and September 28 Notice shall be modified, amended or impacted by this Forbearance Agreement.

5. This Forbearance Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be duly executed as of the day and year written below. It is specifically agreed and understood that this Forbearance Agreement shall not be binding upon the parties until the date it is actually signed by the Lender, and that shall be the effective date of the Agreement.

Exhibit 8

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

DATED:                    

ALAN DENNIS SHORTALL

as Borrower

and

ICG Venture LIMITED

as Lender

****************************************

LOAN AGREEMENT

relating to

a term loan facility of approximately US$945,000.00

****************************************

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

TABLE OF CONTENTS

i

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

THIS AGREEMENT is made on

BETWEEN

IT IS NOW AGREED as follows:

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

an “authorization” includes any approvals, consents, licenses, permits, franchises, permissions, registrations, resolutions, directions, declarations and exemptions;

an Event of Default which is “continuing” means an Event of Default which has not been remedied or waived; and

“including” or “includes” means including or includes without limitation.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

The Borrower may not deliver any Notice of Drawing unless the Lender shall have received all of the following documents and evidence:

Loan Agreement

Security Documents

Miscellaneous

The Lender shall only be obliged to make the Advance to the Borrower in accordance with Clause 5 if on the date of the Notice of Drawing and on the proposed Drawdown Date which shall be specified in the Notice of Drawing:

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

All the documents and evidence referred to in Clauses 3.02 and 3.03 shall be in form and substance satisfactory to the Lender. Copies required to be certified shall be certified in a manner satisfactory to the Lender by a director or responsible officer of the Borrower or other party concerned.

Subject to Clause 3 having been fully satisfied or waived (if applicable) by the Borrower and the other terms and conditions of this Agreement, the Borrower may request the making of an Advance by delivering to the Lender a duly completed Notice of Drawing not later than three (3) Business Days before the proposed Drawdown Date during the Loan Term and agreed by the Lender, provided that:

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

A Notice of Drawing once given shall be irrevocable and the Borrower shall be bound to draw an Advance in accordance therewith, except as otherwise provided in this Agreement. If for any reason an Advance is not drawn in accordance with a Notice of Drawing, the Borrower shall on demand pay to the Lender such amount (if any) as the Lender may certify to be necessary to compensate it for any loss or expense reasonably incurred in liquidating or redeploying funds arranged for the purpose of the proposed Advance or otherwise as a consequence of the proposed Advance not having been made in accordance with the Notice of Drawing. Only one (1) Advance may be requested in each Notice of Drawing.

Any part of the Facility undrawn at the end of the Loan Term shall be cancelled.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

SUSPENSION & CORPORATE ACTION

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

The Lender reserves all rights to unilaterally vary the manner to which payments are to be made, and in the event of such variance the Lender will notify the Borrower of the same in writing.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

transaction then the Maturity Date for this Loan is automatically accelerated so that the Indebtedness become payable 120 days after the actual acquisition and closing date of the Change in Collateral event. Under those circumstances the Borrower and the Lender agree to and shall proceed as follows:

1) In the event that a Change of Collateral does occur, the Collateral Shares and Additional Collateral, if any, will be valued by utilizing the final takeover price or acquisition price at the time of the Change in Collateral closing date multiplied by the total number of shares received as Collateral Shares and Additional Collateral, if any. This sum of the number of shares of Collateral Shares and Additional Collateral, if any, multiplied by the per share acquisition price, be it cash or cash plus stock valued as of the closing date, shall represent the sole and only purchase price value of the Collateral Shares and Additional Collateral, if any, resulting from the Change in Collateral.

2) The Borrower remains obligated herein to repay the Loan plus any accrued or unpaid interest on the Loan to the date that the Indebtedness become payable but said amounts will be subtracted by the Lender from the value of the Collateral Shares and Additional Collateral, if any, as calculated in Section 10.(a)(1) above.

3) If the value of the Collateral Shares and Additional Collateral, if any, as calculated in Section 10.(a)(1) above, is an amount which is greater than the payment Indebtedness owed by the Borrower, as set forth in paragraphs (2) above, then any net excess price proceeds will be paid by the Lender to the Borrower within five (5) Business Days. If the value of the Collateral Shares and Additional Collateral, if any, is an amount which is less than the payments owed by the Borrower as set forth in paragraphs (2) above, then any net excess proceeds remain the property of the Lender and no payments are due from the Lender to the Borrower. In each event the Loan Agreement and Share Mortgage are terminated.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

The Borrower undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder that the Borrower will not, unless the Lender otherwise agrees in writing:

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

Any amendment, supplement, modify or waiver of any provision of this Agreement and any waiver of any default under this Agreement shall only be effective if made in writing and signed by or on behalf of the party against whom the amendment or waiver is asserted.

Each party shall bear its own costs and expenses in respect of this Agreement and any agreements and documents ancillary to it.

The Lender may disclose to (i) any assignee lender or participant or potential assignee lender or participant, (ii) any Holding Company of the Lender or (iii) any Subsidiary of the Lender or of its Holding Company on a confidential basis such information about the Borrower as the Lender shall consider appropriate. The Lender and any person to which disclosure has been made pursuant to this Clause may also make such disclosures as may be required by any applicable law or regulation of Hong Kong or elsewhere.

Any provision of this Agreement prohibited by or rendered unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from this Agreement and rendered ineffective so far as is possible without modifying the remaining provisions of this agreement. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that this Agreement shall be a valid and binding agreement enforceable in accordance with its terms.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

The Borrower:

Alan Dennis Shortall

xxxxxx

xxxxxx

For the attention of

Alan Shortall

Phone No: xxxxxx

Email: xxxxxx

The Lender:

ICG Venture Limited

Room 2003, 20^th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong

For the attention of

Mr. Issac Lee

Fax No: +852 2817 9266

Email: loans@icgholdings.com

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed the date first above written.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

*Witness to Borrower’s Signature

In the presence of                      (witness), who gives his/her signature below solely in the capacity of witness to the signing of this Agreement (and initializing of the pages thereof) by the above-named borrower, Alan Dennis Shortall (Australia Passport No. xxxxxx), and no other capacity or representation with regard to this Agreement or any other matter is express or implied by the signature of the above-named witness.

SCHEDULE 1

FORM OF NOTICE OF DRAWING

Loan Agreement dated

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A01 6.May.15 Final Loan Agreement

Terms defined in the Loan Agreement have the same meanings when used in this notice.

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

Exhibit 9

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage

DATED:                     

ALAN DENNIS SHORTALL

as Mortgagor

and

ICG Venture LIMITED

as Lender

********************************************

SHARE MORTGAGE

relating to the shares to be provided as security for a Loan of approximately

US$ 945,000.00

********************************************

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage

TABLE OF CONTENTS

i

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage

THIS AGREEMENT is made on

BETWEEN

RECITALS

NOW THIS DEED WITNESSES as follows:-

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage

INTERNATIONAL CAPITAL GROUP

INNOVATIVE • GLOBAL • INVESTMENTS

Room 2002 / 20^th Floor / Fairmont House / 8 Cotton Tree Drive / Central / Hong Kong

(T) +852 2817 9882 / (F) +852 2817 9266

		ICGVE-US-UNIS-A00 6.May.15 Final Share Mortgage