LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this " Agreement ") dated as of

This LOAN AND SECURITY AGREEMENT

(as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of March 4,

2022 (the "Closing Date") is entered into among MUSTANG BIO, INC., a Delaware corporation ("Borrower Representative"),

and each other Person party hereto as a borrower from time to time (collectively, "Borrowers", and each, a "Borrower"),

the lenders from time to time party hereto (collectively, "Lenders", and each, a "Lender"), and

RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent for Lenders (in such capacity, "Agent").

Borrower Representative, each

Borrower from time to time party hereto, Agent and Lenders hereby agree as follows:

1. ACCOUNTING AND OTHER TERMS

Accounting terms not defined

in this Agreement shall be construed in accordance with GAAP, and calculations and determinations shall be made following GAAP, consistently

applied. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth on Exhibit A. All other terms contained

in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

As used in the Loan Documents, the word "shall" is mandatory, the word "may" is permissive, the word "or"

is not exclusive, the words "includes" and "including" are not limiting, the singular includes the plural, and

numbers denoting amounts that are set off in brackets are negative. Unless otherwise specified, all references in this Agreement or any

Annex or Schedule hereto to a "Section," "subsection," "Exhibit," "Annex," or "Schedule"

shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. For purposes of the Loan Documents,

whenever a representation or warranty is made to a Person's knowledge or awareness, knowledge or awareness means the actual knowledge,

after reasonable investigation, of any Responsible Officer of such Person.

Notwithstanding anything to

the contrary herein, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior

to the effectiveness of Accounting Standards Codification 842 shall continue to be accounted for as operating leases hereunder or under

any other Loan Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such

obligations are required in accordance with Accounting Standards Codification 842 (on a prospective or retroactive basis or otherwise)

to be treated as a capital lease.

2. LOAN AND TERMS OF PAYMENT

2.1 Promise to Pay. Each Borrower hereby unconditionally promises to pay Agent, for the ratable benefit of Lenders, the outstanding

principal amount of all Loans, accrued and unpaid interest, fees and charges thereon and all other amounts owing hereunder as and when

due in accordance with this Agreement.

2.2 Availability and Repayment of the Loans.

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrowers

on the Closing Date in an aggregate amount of Thirty Million Dollars ($30,000,000.00) according to each Lender's Term A Loan Commitment

as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a "Term A Loan",

and collectively as the "Term A Loans"). After repayment, no Term A Loan may be re-borrowed.

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period,

to make term loans to Borrowers in an aggregate amount up to Ten Million Dollars ($10,000,000.00) according to each Lender's Term B

Loan Commitment as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a "Term B

Loan", and collectively as the "Term B Loans"). After repayment, no Term B Loan may be re-borrowed.

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Third Draw Period,

to make term loans to Borrowers in an aggregate amount up to Ten Million Dollars ($10,000,000.00) according to each Lender's Term C

Loan Commitment as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a "Term C

Loan", and collectively as the "Term C Loans"). After repayment, no Term C Loan may be re-borrowed.

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Fourth Draw Period,

to make term loans to Borrowers in an aggregate amount up to Ten Million Dollars ($10,000,000.00) according to each Lender's Term D

Loan Commitment as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a "Term D

Loan", and collectively as the "Term D Loans"). After repayment, no Term D Loan may be re-borrowed.

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Fifth Draw Period,

to make term loans to Borrowers in an aggregate amount up to Fifteen Million Dollars ($15,000,000.00) according to each Lender's

Term E Loan Commitment as set forth on Schedule 1 hereto (such term loans are hereinafter referred to singly as a "Term E

Loan", and collectively as the "Term E Loans"; each Term A Loan, Term B Loan, Term C Loan, Term

D Loan or Term E Loan is hereinafter referred to singly as a "Term Loan" and the Term A Loans, Term B Loans,

Term C Loans, Term D Loans and Term E Loans are hereinafter referred to collectively as the "Term Loans"). After

repayment, no Term E Loan may be re-borrowed.

(b) Repayment. Commencing on the Amortization Date, and continuing thereafter on each Payment Date, Borrowers shall make consecutive

monthly payments of equal principal, which would fully amortize the principal amount of the Term Loans by the Term Loan Maturity Date,

plus accrued and unpaid interest, provided that if the Amortization Date is extended to April 1, 2025, the monthly payments shall be recalculated

in equal amounts according to the remaining number of Payment Dates through the Term Loan Maturity Date. Any and all unpaid outstanding

principal and accrued and unpaid interest in respect of the Term Loans, the Final Payment, and other fees and other outstanding Obligations

with respect to the Loans, if any, shall be due and payable in full on the Term Loan Maturity Date. The Term Loans may only be prepaid

in accordance with Sections 2.2(c) or (d).

(c) Mandatory Prepayment Upon an Acceleration. If the Loans are accelerated following the occurrence and during the continuance

of an Event of Default, Borrowers shall immediately pay to Agent, for the ratable benefit of Lenders, an amount equal to the sum of:

(i) all outstanding principal plus accrued and unpaid interest thereon, plus

(ii) the Prepayment Fee, plus

the Final Payment, plus

(iv) all other sums, if any, that shall have become due and payable, including interest at the Default Rate, if applicable.

(d) Permitted Prepayment of Loans. Borrowers shall have the option to prepay all, but not less than all, of the Loans, provided

Borrower Representative provides written notice to Agent (whereupon Agent shall promptly provide written notice thereof to Lenders) of

its election to prepay the Loans at least ten (10) days prior to such prepayment, and pay, on the date of such prepayment, to Agent, for

the ratable benefit of Lenders, an amount equal to the sum of:

(i) all outstanding principal plus accrued and unpaid interest thereon, plus

(ii) the Prepayment Fee, plus

the Final Payment, plus

(iv) all other sums, if any, that shall have become due and payable, including interest at the Default Rate, if applicable.

(e) Use of Proceeds. Borrowers shall use the proceeds of the Loans for working capital and general corporate purposes.

2.3 Payment of Interest.

Interest Rate. Subject to Section 2.3(b), the outstanding principal amount of the Loans shall accrue interest from

and after its Funding Date, at the Applicable Rate, and Borrowers shall pay such interest monthly in arrears on each Payment Date commencing

on March 15, 2022; provided that, Borrowers agree to pay, on the Funding Date of each Term Loan, any partial monthly interest payment

otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof.

Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, the Obligations shall bear

interest at a rate per annum which is five percentage points (5.0%) above the rate that is otherwise applicable thereto (the "Default

Rate"). Fees and expenses which are required to be paid by Borrowers pursuant to the Loan Documents (including, without limitation,

Lender Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations.

Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment

and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Agent or Lenders.

Payment; Interest Computation. Interest is payable monthly in arrears on the Payment Date of the following month and shall

be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after

11:00 a.m. Eastern Time on any day may, at Agent's discretion, be deemed received at the opening of business on the next Business

Day, and (ii) the date of the making of any Loan shall be included and the date of payment shall be excluded. Changes to the Applicable

Rate based on changes to the applicable Reference Rate shall be effective as of the Payment Date immediately following such change.

Maximum Interest. Notwithstanding any provision in this Agreement or any other Loan Document, it is the parties' intent

not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent

jurisdiction shall deem applicable hereto (the "Maximum Rate"). If a court of competent jurisdiction shall finally

determine that a Borrower has actually paid to or for the benefit of Lenders an amount of interest in excess of the amount that would

have been payable if all of the Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid

by Borrowers shall be applied as follows: first, to the payment of principal outstanding in respect of the Loans; second, after all principal

is repaid, to the payment of accrued interest, third, to the payment of Lender Expenses and any other Obligations; and fourth, after all

Obligations are repaid, the excess (if any) shall be refunded to Borrowers or paid to whomsoever may be legally entitled thereto, provided