LOAN AND SECURITY AGREEMENT



 Exhibit 10.1 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (as
the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability
company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or
otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SQUARE 1 BANK, a North Carolina banking corporation with an office located at 406 Blackwell Street, Suite 240, Durham, NC 27701 (“Bank” or
“Square 1”) (each a “Lender” and collectively, the “Lenders”), and LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner Boulevard, Raleigh, NC 27616
(“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows: 
 1. ACCOUNTING AND OTHER TERMS 
 1.1 Accounting terms not
defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in
Section 13. 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. All references to “Dollars” or “$”
are United States Dollars, unless otherwise noted. 
 2. LOANS AND TERMS OF PAYMENT 

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Credit
Extensions advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement. 
 2.2 Credit Extensions. 
 (a) Term Loans. 

(i) Availability. Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make
term loans to Borrower on the Effective Date in an aggregate amount of Sixteen Million Dollars ($16,000,000.00) according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred
to singly as a “Term Loan”, and collectively as the “Term Loans”). After repayment, no Term Loan may be re-borrowed. 
 (ii) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of the Term Loan, and continuing on the Payment Date of each successive
month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of the Term Loan, any initial partial monthly interest payment otherwise due for the period between the
Funding Date of the Term Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in
arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in
Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued and unpaid interest with respect to the Term Loan is due and payable in full on the Maturity Date. The Term Loan may only be
prepaid in accordance with Sections 2.2(a)(iii) and 2.2(a)(iv). 
 (iii) Mandatory Prepayments. If the Term Loans are
accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the
Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest
at 

  
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the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in
full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loans. 

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

 (b) Advances Under Revolving Line. 
 (i) Amount. Subject to and upon the terms and conditions of this Agreement, including an audit of the Collateral, the results of which must be reasonably satisfactory to Bank in its sole
discretion, (1) Borrower may request Advances from Bank in an aggregate outstanding principal amount not to exceed the lesser of (A) the Revolving Line or (B) the Borrowing Base, less any amounts outstanding under the Ancillary
Services Sublimit, and (2) amounts borrowed pursuant to this Section 2.2(b)(i) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.2(b)(i) shall be immediately
due and payable. Borrower may prepay any Advances without penalty or premium. 
 (ii) Form of Request. Whenever Borrower
desires an Advance, Borrower will notify Bank by facsimile transmission, telephone or email no later than 5:30 p.m. Eastern time (4:30 p.m. Eastern time for wire transfers), on the Business Day that the Advance is to be made. Each such notification
shall be promptly confirmed by a Loan Advance/Paydown Request Form in substantially the form of Exhibit B-2. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a
Responsible Officer, or without instructions if in Bank’s reasonable discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic or email notice given by a
person whom Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of
Advances made under this Section 2.2(b) to Borrower’s Designated Deposit Account. 
 (iii) Ancillary Services
Sublimit. Subject to the availability under the Revolving Line, at any time and from time to time from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Borrower may request the provision of Ancillary
Services from Bank. The aggregate limit of the Ancillary Services shall not exceed the Ancillary Services Sublimit, provided that availability under the Revolving Line shall be reduced by the aggregate limits of any outstanding and undrawn amounts
under all Letters of Credit issued hereunder. In addition, Bank may, in its sole discretion, charge as Advances any amounts for which Bank becomes liable to third parties in connection with the provision of the Ancillary Services. The terms and
conditions (including repayment and fees) of such Ancillary Services shall be subject to the terms and conditions of the Bank’s standard forms of application and agreement for the applicable Ancillary Services, which Borrower hereby agrees to
execute. 
 (iv) Collateralization of Obligations Extending Beyond Maturity. If Borrower has not secured to Bank’s
reasonable satisfaction its obligations with respect to any Letters of Credit by the Revolving Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts
issued by Bank in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of
the then continuing or outstanding and undrawn Letters of Credit. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any
part of such balances for so long as the Letters of Credit are outstanding or continue. 

  
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 (c) Overadvances. If the aggregate amount of the outstanding Advances (including the
Ancillary Services Sublimit) exceeds the lesser of the Revolving Line or the Borrowing Base at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess. 

2.3 Payment of Interest on the Credit Extensions. 
 (a) Interest Rates. 
 (i) Term Loans. Subject to
Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a fixed per annum rate (which rate shall be fixed for the duration of the applicable Term Loan) equal to nine and one-half percent (9.50%), which
interest shall be payable monthly in arrears in accordance with Sections 2.2(a) and 2.3(e) . Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount
outstanding under such Term Loan through and including the day on which such Term Loan is paid in full. 
 (ii) Advances.
Subject to Section 2.3(b), the Advances shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to the greater of (x) 3.00% above the Prime Rate then in effect, or (y) 6.25%. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue
interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this
Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent. 

(c) 360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve
(12) months of thirty (30) days. 
 (d) Debit of Accounts. Collateral Agent and each Lender may debit (or ACH)
any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such debits
(or ACH activity) shall not constitute a set-off. 
 (e) Payments. Except as otherwise expressly provided herein, all
payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is
payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a
Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of
principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. 

(f) Changes to the Prime Rate. In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest
with respect to the Advances hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. 
 2.4 Secured Promissory Notes. The Term Loans and the Advances shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit E hereto (each a “Secured
Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of the Term Loans and any Advance or at the time of receipt of
any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or Advance or (as the case may be) the receipt of such
payment. The outstanding amount of each Term Loan and the Advances set forth on such Lender’s Secured 

  
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Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on
such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory
Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same
principal amount thereof and of like tenor. 
 2.5 Fees. Borrower shall pay to the Lenders, as indicated: 

(a) Facility Fee. A fully earned, non-refundable facility fee of One Hundred Twenty Thousand Dollars ($120,000.00) to be shared
between the Lenders in the amount of One Hundred Thousand Dollars ($100,000.00) for the account of Oxford, and Twenty Thousand Dollars ($20,000.00) for the account of Square 1; shall be due and payable on the Effective Date; receipt of which Lenders
hereby acknowledge. 
 (b) Final Payment. The Final Payment, when due hereunder; 

(c) Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective
Pro Rata Shares; 
 (d) Unused Fee. A fee, payable quarterly in arrears, in an amount equal to one quarter of one percent
(0.25%) per annum of the average unused portion of the Revolving Line, as reasonably determined by, and for the sole account of, Square 1; and 
 (e) Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the
Effective Date, when due. 
 2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free
and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or
penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable
hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required
withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority.
Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or
validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this
Section 2.6 shall survive the termination of this Agreement. 
 3. CONDITIONS OF LOANS 

3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Credit Extension is subject to the
condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and
each Lender may reasonably deem necessary or appropriate, including, without limitation: 
 (a) original Loan Documents, each
duly executed by Borrower and each Subsidiary, as applicable; 

  
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 (b) duly executed original Control Agreements with respect to any Collateral Accounts
maintained by Borrower or any of its Subsidiaries; 
 (c) duly executed original Secured Promissory Notes in favor of each
Lender; 
 (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary
of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than
thirty (30) days prior to the Effective Date; 
 (e) a completed Perfection Certificate for Borrower and each of its
Subsidiaries; 
 (f) the Annual Projections, for the current calendar year; 

(g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form
acceptable to Collateral Agent and the Lenders; 
 (h) certified copies, dated as of date no earlier than thirty (30) days
prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute
Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (i) a
landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; 
 (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of Two Hundred Fifty
Thousand Dollars ($250,000.00), other than with respect to the following locations: (i) Mayo Foundation for Medical Education and Research, 3050 Superior Drive NW, Rochester, Minnesota 55901 and (ii) Laboratory Corporation of America
Holdings, 531 South Spring Street, Burlington, North Carolina 27215. 
 (k) a report outlining the location of all Vantera
machines; 
 (l) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; 

(m) evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof
are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; 

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

(o) a payoff letter from Square 1 Bank in respect of the Existing Indebtedness; 

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

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

3.2 Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the
initial Credit Extension, is subject to the following conditions precedent: 
 (a) receipt by (i) the Lenders of an executed
Disbursement Letter in the form of Exhibit B-1 attached hereto; and (ii) Square 1 of an executed Loan Advance/Paydown Request Form in the form of Exhibit B-2 attached hereto; 

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

(c) in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower
from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; 
 (d) to the extent not
delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit
Extension made by such Lender after the Effective Date; and 
 (e) payment of the fees and Lenders’ Expenses then due as
specified in Section 2.5 hereof. 
 3.3 Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the
Lenders each item required to be delivered to Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of
any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

 3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a
Term Loan set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date
the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Disbursement Letter (and the Loan Advance/Paydown Request Form,
with respect to Square 1) executed by a Responsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each
Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment. 
 4.
CREATION OF SECURITY INTEREST 
 4.1 Grant of Security Interest. Borrower hereby grants Collateral Agent, for
the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever
located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority
perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the
Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable
benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. 

  
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 If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall
continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to
make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, promptly release its Liens in the Collateral and all rights therein shall revert to Borrower. 

4.2 Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take
any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan
Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.

 5. REPRESENTATIONS AND WARRANTIES 
 Borrower represents and warrants to Collateral Agent and the Lenders as follows at all times: 
 5.1 Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of
organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be
qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection
certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of
its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of
the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or
accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as
Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years,
changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its
Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause
(d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its
Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five
(5) Business Days of receiving such organizational identification number. 
 The execution, delivery and performance by
Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective
Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental
Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under
any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets
is bound in which such default could reasonably be expected to have a Material Adverse Change. 

  
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 5.2 Collateral. 

(a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon
which it purports to grant a Lien under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other
investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has
given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. 

(b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any
third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at
locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. 
 (c) All Inventory is in all material respects of good and marketable quality, free from material defects. The Eligible Accounts are bona fide existing obligations. The property or services giving rise to
such Eligible Accounts has been delivered or rendered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of
any account debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account. 
 (d) Borrower and each
of its Subsidiaries is the sole owner or exclusive licensee of the Intellectual Property each respectively purports to own or exclusively license, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection
Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise
restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or
termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries
entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its
Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or agreements, as
determined by Collateral Agent, with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted
or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to
dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents. 
 5.3 Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no actions, suits, investigations, or proceedings
pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than
Two Hundred and Fifty Thousand Dollars ($250,000.00). 
 5.4 No Material Deterioration in Financial Condition; Financial
Statements. All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its
Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent
financial statements submitted to any Lender. 

  
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 5.5 Solvency. Borrower and each of its Subsidiaries is Solvent. 

5.6 Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under
Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding
company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor
any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used
by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of
its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently
conducted. 
 None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any
of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge
of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive
order or other Anti-Terrorism Law. 
 5.7 Investments. Neither Borrower nor any of its Subsidiaries owns any stock,
shares, partnership interests or other equity securities except for Permitted Investments. 
 5.8 Tax Returns and Payments;
Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits
and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following
sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently
instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority
levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of
Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted
the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or
any other Governmental Authority. 
 5.9 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely
as working capital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. A portion of the proceeds of the Credit Extensions shall be used
by Borrower to repay the Existing Indebtedness in full on the Effective Date. 

  
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 5.10 Full Disclosure. No written representation, warranty or other statement of
Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and
written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being
recognized that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ
from the projected or forecasted results). 
 5.11 Definition of “Knowledge.” For purposes of the Loan
Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after
reasonable investigation, of the Responsible Officers. 
 6. AFFIRMATIVE COVENANTS 

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

6.1 Government Compliance. 
 (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to
so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a
Material Adverse Change. 
 (b) Obtain and keep in full force and effect, all of the Governmental Approvals necessary for the
performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower
shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries. 
 6.2 Financial Statements, Reports, Certificates. 
 (a) Deliver to each
Lender: 
 (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company
prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably
acceptable to Collateral Agent; 
 (ii) as soon as available, but no later than one hundred eighty (180) days after the
last day of Borrower’s fiscal year or within five (5) Business Days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial
statements (or qualified only as to going concern provided that Borrower’s investors provide additional equity as needed) from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion;

 (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than ten (10) days
after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth
in a month-by-month format (such annual financial projections as originally 

  
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delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by
Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than ten (10) days after such approval and, unless Collateral Agent notifies Borrower to the contrary in writing within thirty (30) days
after receipt thereof, the term “Annual Projections” shall include such revisions); 
 (iv) until such time that
Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) Business Days of delivery, copies of all statements, reports and notices made available to Borrower’s security
holders 
 (v) within five (5) Business Days of delivery, copies of all statements, reports and notices made available to
holders of Subordinated Debt; 
 (vi) in the event that Borrower becomes subject to the reporting requirements under the
Securities Exchange Act of 1934, as amended, within five (5) Business Days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, 

(vii) quarterly notice of any amendments of or other changes to the capitalization table of Borrower and prompt notice of any changes of
beneficial ownership of the securities of Borrower held by holders of more than 5% of any class of Borrower’s securities, and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments
or changes with respect thereto; 
 (viii) prompt notice of (A) any material change in the composition of the Intellectual
Property, (B) the registration of any material copyright, including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration, and (C) any
event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; 
 (ix) as
soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to
Collateral Agent and each Lender by Borrower or directly from the applicable institution(s), 
 (x) for so long as the Wells
Fargo Letter of Credit remains outstanding, within five (5) days of the end of each month, monthly bank statements with respect to the Wells Fargo Letter of Credit Sweep Account; and 

(xi) other financial information as reasonably requested by Collateral Agent or any Lender. 

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the
internet at Borrower’s website address. 
 (b) Concurrently with the delivery of the financial statements specified in
Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer. 

(c) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty
(30) days after the last day of each month, deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and
accounts payable. 

  
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 (d) Keep proper books of record and account in accordance with GAAP in all material
respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral
Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make
abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event
of Default has occurred and is continuing, in addition to the initial audit of the Collateral. 
 (e) On the Effective Date, on
March 31, 2013, and each March 31 thereafter, Borrower shall deliver to Collateral Agent and each Lender a report outlining the location of all Vantera machines. 
 6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower, or any of its Subsidiaries, and their respective
Account Debtors shall follow Borrower’s, or such Subsidiary’s, customary practices as they exist at the Effective Date. Borrower must promptly notify Collateral Agent and the Lenders of all returns, recoveries, disputes and claims that
involve more than Two Hundred Fifty Thousand Dollars ($250,000.00) individually or in the aggregate in any calendar year. 

6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and
timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for deferred payment of any taxes contested pursuant
to the terms of Section 5.8 hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in
accordance with the terms of such plans. 
 6.5 Insurance. Keep Borrower’s and its Subsidiaries’ business and
the Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in
amounts that are reasonably satisfactory to Collateral Agent and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all
liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect
of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty
(30) days prior written notice before any such policy or policies shall be materially altered or canceled. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds
payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has
occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars
($250,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like
value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default,
all proceeds payable under such casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain
insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such
insurance policies required in this Section 6.5, and take any action under the policies Collateral Agent or such Lender deems prudent. 
 6.6 Operating Accounts. 
 (a) Maintain all of Borrower’s and its
Subsidiaries’ depository and operating accounts with Bank and its primary investment accounts with Bank or its Affiliates; in each case, in accounts which are subject to a Control Agreement in favor of Collateral Agent; provided that Borrower
may maintain investment accounts with a Person other than Bank or Bank’s Affiliates, subject to the terms of this Section 6.6, so long as (i) no Event of 

  
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Default has occurred and is continuing; (ii) at all times the aggregate amount of Borrower’s cash held at Bank and Bank’s Affiliates exceeds the lesser of (x) Twenty Million
Dollars ($20,000,000) or (y) one hundred twenty percent (120%) of the outstanding amount of the Term Loans from time to time; and (iii) any such investment account is subject to a Control Agreement in favor of, and in form and
substance satisfactory to, Collateral Agent. 
 (b) Borrower shall provide Collateral Agent five (5) days’ prior
written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time
maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such
Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written
consent of Collateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or
any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) for so long as the Wells Fargo Letter of Credit remains outstanding, the Wells Fargo Letter of Credit
Account and the Wells Fargo Letter of Credit Sweep Account. 
 (c) Neither Borrower nor any of its Subsidiaries shall maintain
any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). 
 (d) Except as
otherwise set forth below, Borrower shall at all times cause any funds received by Borrower on account of Borrower’s Accounts receivable from any source immediately to be deposited into a cash collateral account at Bank in Borrower’s name
(the “Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access; provided the same shall be subject to a control agreement in favor of Collateral Agent. Borrower shall direct its customers to mail or
deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of the Closing Date, Borrower shall
open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall
immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to
the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower on account of Borrower’s Accounts receivable who make payments by electronic transfer of funds to wire such funds directly to the Cash
Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received
from the customer, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has
received by wire transfer, check, cash, or otherwise. Bank shall have all right, title and interest in all of the items from time to time held in the Cash Collateral Account and their proceeds. Neither Borrower nor any person claiming through
Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Bank. Bank may apply amounts held in the Cash Collateral Account to the
outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has drawn or made against the Designated Deposit Account or to
cause payment of amounts due under the Loan Documents. Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Designated Deposit Account sufficient to cover any such charges then presented,
such Advances to be subject to the terms of this Agreement as though made pursuant to a Payment/Advance Form delivered by Borrower. 
 6.7 Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and
enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any
Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. 

  
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 6.8 Litigation Cooperation. Commencing on the Effective Date and continuing through
the termination of this Agreement, make reasonably available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, to
the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to
Borrower. 
 6.9 Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the
Lenders of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two
Hundred Fifty Thousand Dollars ($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within
three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to
Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of
Default. 
 6.10 Financial Covenants. Borrower shall at all times maintain the following financial ratios and covenants,
to be tested as of the last day of the applicable month, on a consolidated basis with respect to Borrower and its Subsidiaries: 

(i) Quick Ratio. A Quick Ratio of least (x) 1.25 to 1.00, from the Closing Date through February 28, 2013; (y) 1.10
to 1.00 from March 1, 2013 through June 30, 2013; and (z) 1.00 to 1.00 from and after July 1, 2013. 
 (ii)
Performance to Plan; Revenue. Revenues shall be at least eighty percent (80.00%) of the trailing three (3) month projections that have been approved by Borrower’s Board of Directors and attached to the Schedule hereto;
and shall be equal to or greater than the Revenues for the same period from the previous year. Borrower shall deliver to Bank updated Projections approved by Borrower’s Board of Directors for each fiscal year in accordance with Section 6.2
hereof; and this covenant shall be measured against such updated Projections, provided that all such Projections shall include annual projected Revenues of at least Fifty Five Million Dollars ($55,000,000.00). 

6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to
add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then, other than with respect
to a Placement Location, Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the
aggregate, such bailee or landlord, as applicable, if requested by Collateral Agent, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition
of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be. 

6.12 Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary,
Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such
Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described
on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each
such newly created Subsidiary. 

  
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 6.13 Further Assurances. 

(a) Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue
Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement. 
 (b) Deliver to Collateral Agent
and Lenders, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse
effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change. 
 7. NEGATIVE COVENANTS 
 Borrower shall not, and shall not permit any
of its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders: 
 7.1
Dispositions. Convey, sell, lease, transfer, assign, dispose of or otherwise make cash payments consisting of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or
property, except for Transfers (a) consisting of cash payments to trade creditors in the ordinary course of business; (b) of Inventory in the ordinary course of business (including without limitation, the use and placement of the Vantera
machines consistent with Borrower’s practices as of the Effective Date); (c) of worn-out or obsolete Equipment; (d) in connection with Permitted Liens, Permitted Investments and Permitted Licenses; and (e) Transfers in addition
to those specifically enumerated above, to the extent the same are specifically reflected in the Annual Projections. 
 7.2
Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related
thereto; (b) liquidate or dissolve; (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless a replacement for such Key Person is approved by Borrower’s Board of Directors and engaged by
Borrower within ninety (90) days of such change, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more
than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a
private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction); provided that with respect to this (c)(ii), Borrower may
enter into such transaction or series of related transactions, provided that (1) contemporaneously with the closing of any such transaction or series of related transactions, all Obligations are indefeasibly paid in full in cash and
Lenders’ obligations to make Credit Extensions hereunder have terminated, and (2) Borrower obtains Collateral Agent’s prior written consent, which such consent as required by (2) shall not be required if (x) no Event of
Default exists when such transaction or series of transactions is entered into by Borrower, (y) such transaction or series of transactions does not give any Person the right to claim any fees, payments or damages from Borrower, and
(z) Borrower notifies Collateral Agent in advance of entering into such a transaction or series of transactions; or (d) suffer a change on its board of directors, which results in the failure of at least one managing director or partner of
Three Arch Partners or Sightline Partners, or their respective Affiliates) to serve as a voting member (provided however, Lenders may not unreasonably withhold the prior written consent set forth below in the event that Borrower becomes subject to
the reporting requirements under the Securities Exchange Act of 1934, as amended, in connection with a Qualified Public Offering, and such change on its board of directors occurs not less than one (1) year from the closing of such Qualified
Public Offering), or suffer the resignation of one or more directors from its board of directors in anticipation of Borrower’s insolvency, in either case without the prior written consent of the Lenders which may be withheld in the
Lenders’ sole discretion. Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or business
locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational structure or type,
(D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization. 

  
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 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries
to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person, unless contemporaneously with the closing of any such
merger, consolidation or acquisition, all Obligations are indefeasibly paid in full in cash and Lenders’ obligations to make Credit Extensions hereunder have terminated. A Subsidiary may merge or consolidate into another Subsidiary (provided
such surviving Subsidiary is a “co-Borrower” hereunder or has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of
Default is occurring prior thereto or arises as a result therefrom. Without limiting the foregoing, Borrower shall not, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt
to facilitate a merger or acquisition of Borrower, unless (i) no Event of Default exists when such agreement is entered into by Borrower, (ii) such agreement does not give such Person the right to claim any fees, payments or damages from
Borrower, and (iii) Borrower notifies Collateral Agent in advance of entering into such an agreement. 
 7.4
Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its
Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over
Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has
the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is
otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein. 
 7.6
Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof. 
 7.7 Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any
capital stock (other than repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do
not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so. Notwithstanding the
forgoing, (x) upon the closing of a Qualified Public Offering, Borrower may make cash payments to the holders of its Series F Preferred Stock constituting the Series F Dividend, as used in, defined under, and pursuant to the terms of
Borrower’s Charter as in effect on the Effective Date, provided that (i) no Event of Default has occurred and is continuing immediately prior to, or would exist as a result of, the making of such payments; (ii) the aggregate amount of
such payments does not exceed Five Million Two Hundred Thousand Dollars ($5,200,000) and (iii) Borrower has not amended, from and after the Effective Date through the date of payment of the Series F Dividend, its Charter to change the terms of
the Series F Dividend or the terms of the dividend or redemption rights, or any similar or related rights, of the holders of Borrower’s preferred stock; and (y) Borrower may make cash payments to federal and state taxing authorities
required to be paid in connection with the exercise of stock options held by the Borrower’s Chief Executive Office and Chief Financial Officer, provided that (i) no Event of Default has occurred and is continuing immediately prior to, or
would exist as a result of, the making of such payments; and (ii) the aggregate amount of such payments does not exceed One Million One Hundred Thousand Dollars ($1,100,000) in the aggregate (the “Permitted Employee Tax
Payments”). 
 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less
favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries, and
(c) the Permitted Employee Tax Payments. 

  
 16 









 7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount
thereof or adversely affect the subordination thereof to Obligations owed to the Lenders. 
 7.10 Compliance. Become an
“investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its
Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred
compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

 7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that
pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and each of its
Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with
Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any
Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or
(a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its
Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the
making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to
Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. 
 8. EVENTS OF DEFAULT 

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

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

8.2 Covenant Default. 
 (a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Section 6 or Borrower violates any covenant in Section 7; or 

  
 17 









 (b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any
other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement
that can be cured, has failed to cure the default within fifteen (15) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the fifteen (15) day period or cannot after diligent
attempts by Borrower be cured within such fifteen (15) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to
attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section
shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above; 

8.3 Material Adverse Change. A Material Adverse Change occurs; 

8.4 Attachment; Levy; Restraint on Business. 
 (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any entity under control of Borrower or its Subsidiaries on
deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against Borrower or any
of its Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting
of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and 

(b) (i) any material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into
possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from conducting any part of its business; 
 8.5 Insolvency. (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency
Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding
is dismissed); 
 8.6 Other Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries
is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or that
could reasonably be expected to have a Material Adverse Change; 
 8.7 Judgments. One or more judgments, orders, or
decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance
carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the
satisfaction, vacation, or stay of such judgment, order or decree); 
 8.8 Misrepresentations. Borrower or any of its
Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or Lenders or to
induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made; 

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

  
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 8.10 Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in
full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the
liquidation, winding up, or termination of existence of any Guarantor; 
 8.11 Governmental Approvals. Any Governmental
Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could
reasonably be expected to result in a Material Adverse Change; or 
 8.12 Lien Priority. Any Lien created hereunder or by
any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in
accordance with the terms of this Agreement. 
 9. RIGHTS AND REMEDIES  

9.1 Rights and Remedies. 
 (a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required Lenders shall, without notice or demand, do any or all of the
following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be
immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under
this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for
Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders). 

(b) Without limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during
the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following: 
 (i) foreclose upon and/or sell or otherwise liquidate, the Collateral; 
 (ii)
apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of
Borrower; and/or 
 (iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency
Proceeding. 
 (c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and
(b) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following: 

(i) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent
considers advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account; 
 (ii) make any payments and do any acts it considers reasonably necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if
Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. 

  
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 Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any
part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its
premises, without charge, to exercise any of Collateral Agent’s rights or remedies; 
 (iii) ship, reclaim, recover, store,
finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’
labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for
sale, and selling any Collateral and, solely for the purpose of and in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of its Subsidiaries’ rights under all licenses and all
franchise agreements inure to Collateral Agent, for the benefit of the Lenders; 
 (iv) place a “hold” on any account
maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

 (v) demand and receive possession of Borrower’s Books; 

(vi) appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any
competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; 
 (vii) subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents or at law or equity, including all remedies provided under
the Code (including disposal of the Collateral pursuant to the terms thereof); and 
 (viii) demand that Borrower
(i) deposit cash with Bank in an amount equal to the amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Letter of
Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit, and Borrower shall promptly deposit and pay such amounts. 
 Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to exercise any and all remedies referenced in
this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent Circumstance” means any event or circumstance that,
in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof,
destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be
expected to result in a material diminution in value of the Collateral. 
 9.2 Power of Attorney. Borrower hereby
irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or
other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the
Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a
third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the
perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and
the 

  
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Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact,
and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’
obligation to provide Credit Extensions terminates. Without limiting the foregoing, effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated
officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any
checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of
Accounts, verifications of Accounts, and notices to account debtors; and (d) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable. The
appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, as set forth herein, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed
and Bank’s obligation to provide advances hereunder is terminated. 
 9.3 Protective Payments. If Borrower or any of
its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other Loan
Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral.
Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by
Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default,
(a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part of the
Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such
manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the
Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the
Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled
to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding
category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this
Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral
Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and
reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however,
if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable
payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion
of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’
claims. To the extent any payment for the account of Borrower is required to be returned 

  
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as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain
possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein. 

9.5 Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the
safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or
damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

 9.6 No Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict
performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No
waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under
this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right
or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or
acquiescence. 
 9.7 Demand Waiver. Borrower waives, to the fullest extent permitted by law, demand, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any
Lender on which Borrower or any Subsidiary is liable. 
 10. NOTICES 

All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party
to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first
class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all
charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or
Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 
  

	 	If to Borrower:	LIPOSCIENCE, INC. 


	 	    	2500 Sumner Boulevard 


	 	    	Raleigh, NC 27616 


	 	    	Attn: Chief Financial Officer 


	 	    	Fax: (919) 872-5927 


	 	    	Email: lmartindale@liposcience.com 

  

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

  

	 	    	General Counsel (at the same address as the Borrower above) 


  
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	 	If to Collateral Agent:	OXFORD FINANCE LLC 


	 	    	133 North Fairfax Street 


	 	    	Alexandria, Virginia 22314 


	 	    	Attention: Legal Department 


	 	    	Fax: (703) 519-5225 


	 	    	Email: LegalDepartment@oxfordfinance.com 

  

	 	If to Square 1:	SQUARE 1 BANK 


	 	    	406 Blackwell Street, Suite 240 


	 	    	Durham, North Carolina 27701 


	 	    	Attn: Loan Operations Manager 


	 	    	and Mara Huntington 


	 	    	FAX: (919) 314-3080 

  

	 	with a copy (which	DLA Piper LLP (US) 


	 	shall not constitute	4365 Executive Drive, Suite 1100 


	 	notice) to:	San Diego, California 92121-2133 


	 	    	Attn: Troy Zander 


	 	    	Fax: (858) 638-5086 


	 	    	troy.zander@dlapiper.com 

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

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, COLLATERAL AGENT AND EACH LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER
INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’
AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time
shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil
Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit
to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private


  
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judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and
appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has
not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same
manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or
appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this
paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph. 
 12. GENERAL PROVISIONS 

12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each
Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment,
negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; provided,
however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written
consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so
assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other
information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Lender
Transfer (other than a Lender Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a
default, event of default or similar occurrence with respect to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a
direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. 
 12.2 Indemnification.
Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an
“Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out
of or under, the transactions contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions
contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence
or willful misconduct. Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not
such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel
and any commission, fee or compensation claimed by any broker (other than any broker retained by 

  
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Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person to the extent
any of the foregoing are a result of or in connection with the transactions contemplated hereby and the use or intended use of Advances or other Credit Extensions except for liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct. 
 12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement. 
 12.4 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision. 

12.5 Correction of Loan Documents. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this
Agreement and the other Loan Documents consistent with the agreement of the parties. 
 12.6 Amendments in Writing;
Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries
therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that: 
 (i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender
without such Lender’s written consent; 
 (ii) no such amendment, waiver or modification that would affect the rights and
duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; 
 (iii) no such
amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than
default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees
provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take
any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor
of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in
connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this
Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case
with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment
Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or
(I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D),
(E), (F), (G) and (H) of the preceding sentence; 
 (iv) the provisions of the foregoing clauses (i), (ii) and
(iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan
Documents only in the event of the unanimous agreement of all Lenders. 

  
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 (b) Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent
may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. 
 (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. 
 12.7 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and
all taken together, constitute one Agreement. 
 12.8 Survival. All covenants, representations and warranties made in
this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination
of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive until the statute of
limitations with respect to such claim or cause of action shall have run. 
 12.9 Confidentiality. In handling any
confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information (but in no event less than reasonable care), but disclosure of information may be
made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the
occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the
Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this
provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit;
(e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a
confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’
and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral
Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without
limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9
supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9. 
 12.10 Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each
Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under
the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or
the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE
COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY
KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

  
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 12.11 Square 1 Bank as Agent. Collateral Agent hereby appoints Bank as its agent (and
Bank hereby accepts such appointment) for the purpose of perfecting Collateral Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control, including without
limitation, all Deposit Accounts maintained at Bank. 
 12.12 Cooperation of Borrower. If necessary, Borrower agrees to
(i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make
Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an
Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan
Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such
Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in
connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement. 
 13. DEFINITIONS

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

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

“Advance” or “Advances” means a cash advance or cash advances under the Revolving Line. 

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

 “Agreement” is defined in the preamble hereof. 

“Amortization Date” is February 1, 2014. 
 “Ancillary Services” is Letters of Credit or other treasury management services requested by Borrower and approved by Bank under the Revolving Line. 

“Ancillary Services Sublimit” is a sublimit for Ancillary Services under the Revolving Line not to exceed Three Hundred
Fifty Thousand Dollars ($350,000.00) for a Letter of Credit to support Borrower’s credit cards. 
 “Annual
Projections” is defined in Section 6.2(a). 
 “Anti-Terrorism Laws” are any laws relating to
terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. 

“Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily


  
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warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. 

“Approved Lender” is defined in Section 12.1. 

“Bank” is defined in the preamble hereof. 
 “Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or
acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated
national” or “blocked person” on the most current list published by OFAC or other similar list. 

“Borrower” is defined in the preamble hereof. 
 “Borrower’s Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding Borrower’s or its
Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

“Borrowing Base” is an amount equal to eighty percent (80.00%) of Eligible Accounts, as determined by Bank with
reference to the most recent Borrowing Base Certificate delivered by Borrower. 
 “Borrowing Base Certificate”
is that certain certificate attached hereto as Exhibit D. 
 “Business Day” is any day that is not a Saturday,
Sunday or a day on which Collateral Agent is closed. 
 “Cash Equivalents” are (a) marketable direct
obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one
(1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after
issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any
Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its
Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing,
Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging
in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as
an auction rate security (each, an “Auction Rate Security”). 
 “Charter” means
Borrower’s Second Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 1, 2006, including all amendments thereto filed with the Delaware Secretary of State through March 13, 2011.

 “Claims” are defined in Section 12.2. 

  
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 “Code” is the Uniform Commercial Code, as the same may, from time to time,
be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the
definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to,
Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A. 

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account
maintained by Borrower or any Subsidiary at any time. 
 “Collateral Agent” is, Oxford, not in its individual
capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders. 
 “Commitment
Percentage” is set forth in Schedule 1.1, as amended from time to time. 
 “Commodity Account”
is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made. 

“Communication” is defined in Section 10. 
 “Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other
obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn
letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person
against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or
determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of
the obligations under any guarantee or other support arrangement. 
 “Control Agreement” is any control
agreement entered into among the depository institution at which Borrower or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains a
Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities
Account, or Commodity Account. 
 “Copyrights” are any and all copyright rights, copyright applications,
copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is any Term Loan, each Advance, Ancillary Service or any other extension of credit by Collateral
Agent or any Lender for Borrower’s benefit. 
 “Current Liabilities” is, as of any applicable date, all
amounts that should, in accordance with GAAP, be included as current liabilities on the consolidated balance sheet of Borrower and its Subsidiaries, as at such date, plus, to the extent not already included therein, undrawn Letters of Credit and
Borrower’s maximum potential obligations under the Ancillary Services Sublimit, if any, but specifically excluding any cash-secured Obligations. 

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

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Designated Deposit Account” is Borrower’s deposit account, account number
            , maintained with Bank. 
 “Disbursement
Letter” is that certain form attached hereto as Exhibit B-1. 
 “Dollars,”
“dollars” and “$” each mean lawful money of the United States. 
 “Effective Date”
is defined in the preamble of this Agreement. 
 “Eligible Accounts” means those Accounts that arise in the
ordinary course of Borrower’s business that comply with all of Borrower’s representations and warranties to Bank set forth in Section 5.2; provided, that Bank may reasonably change the standards of eligibility by giving Borrower 30
days prior written notice. Unless otherwise agreed to by Bank, Eligible Accounts shall not include the following: 
 (a) Account
credit balances greater than 90 days from invoice date; 
 (b) Accounts with respect to an account debtor, 25% of whose Accounts
the account debtor has failed to pay within 120 days of invoice date; 
 (c) Accounts with respect to an account debtor,
including Subsidiaries and Affiliates, whose total obligations to Borrower exceed 25% of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank; 

(d) Accounts with respect to which the account debtor does not have its principal place of business in the United States, except for
Eligible Foreign Accounts; 
 (e) Accounts with respect to which the account debtor is the United States or any department,
agency, or instrumentality of the United States (other than Medicare and Medicaid accounts which do not fall under clauses (k) and (l) below); 
 (f) Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to Borrower, but only to the extent of any amounts owing to the
account debtor against amounts owed to Borrower; 
 (g) Accounts with respect to which the account debtor is an officer,
employee, agent or Affiliate of Borrower; 
 (h) Accounts with respect to which goods are placed on consignment, guaranteed sale,
sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional; 
 (i) “Advanced Billings,” i.e., accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held
by Borrower for the performance of services or delivery of goods which Borrower has not yet performed or delivered; 
 (j)
Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to
such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business; 

  
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 (k) Medicare account balances aged greater than 60 days after test completion date;

 (l) Medicaid account balances greater than 90 days after test completion date; 

(m) Account balances other than Medicare or Medicaid that are more than 120 days after test completion date; 

(n) Accounts arising from personal injury claims; 
 (o) Accounts the collection of which Bank reasonably determines after inquiry and consultation with Borrower to be doubtful; 
 (p) Retentions and hold-backs (including contractual allowances and bad debt reserves); and 
 (q) “Project Billings,” i.e., accounts that are billed based on project milestones and not on actual time and materials bases. 

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and
(iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys
loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating
Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through
(iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an
Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the
foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and
(y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such
securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge
or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective
assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as
Collateral Agent reasonably shall require. 
 “Eligible Foreign Accounts” means Accounts with respect to which
the account debtor does not have its principal place of business in the United States and that are (i) supported by one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank,
(ii) insured by the Export Import Bank of the United States, (iii) generated by an account debtor with its principal place of business in Canada, provided that the Bank has perfected its security interest in the appropriate Canadian
province, or (iv) approved by Bank on a case-by-case basis. All Eligible Foreign Accounts must be calculated in U.S. Dollars. 
 “Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods,
vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

  
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 “ERISA” is the Employee Retirement Income Security Act of 1974, as amended,
and its regulations. 
 “Existing Indebtedness” is the indebtedness of Borrower to Square 1 Bank in the
aggregate principal outstanding amount as of the Effective Date of approximately Seven Million Three Hundred Thousand Dollars ($7,300,000) pursuant to that certain Loan and Security Agreement, dated February 7, 2008, entered into by and between
Square 1 Bank and Borrower. 
 “Event of Default” is defined in Section 8. 

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus
accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(a)(iii) or 2.2(a)(iv), equal to (x) Five Hundred
Thousand Dollars ($500,000.00) for the account of Oxford and (y) Sixty Thousand Dollars ($60,000.00) for the account of Square 1. 
 “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day. 

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

“General Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with
such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or
unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles,
royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or
personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of
insurance and rights to payment of any kind. 
 “Governmental Approval” is any consent, authorization,
approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

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

 “Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be
amended, restated, modified or otherwise supplemented. 
 “Indebtedness” is (a) indebtedness for borrowed
money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease
obligations, and (d) Contingent Obligations. 
 “Indemnified Person” is defined in Section 12.2.


  
 32 









 “Insolvency Proceeding” is any proceeding by or against any Person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other
relief. 
 “Insolvent” means not Solvent. 

“Intellectual Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the
following: 
 (a) its Copyrights, Trademarks and Patents; 

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how,
operating manuals; 
 (c) any and all source code; 
 (d) any and all design rights which may be available to Borrower; 
 (e) any and all
claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified
above; and 
 (f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out
of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 
 “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance, payment or capital contribution to any
Person. 
 “Key Person” is each of Borrower’s (i) President and Chief Executive Officer, who is
Richard O. Brajer as of the Effective Date, (ii) Executive Vice President and Chief Financial Officer, who is Lucy G. Martindale as of the Effective Date and (iii) Chief Operating Officer, who is Timothy J. Fischer as of the Effective
Date. 
 “Lender” is any one of the Lenders. 

“Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this
Agreement pursuant to Section 12.1. 
 “Lenders’ Expenses” are all audit fees and expenses, costs,
and expenses (including reasonable attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents. 

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an
application, guarantee, indemnity, or similar agreement. 
 “Lien” is a claim, mortgage, deed of trust, levy,
charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

  
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 “Loan Advance/Paydown Request Form” is that certain form attached hereto as
Exhibit B-2. 
 “Loan Documents” are, collectively, this Agreement, the Warrants, the Perfection
Certificates, each Compliance Certificate, each Disbursement Letter, each Loan Advance/Paydown Request Form, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present or future
agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified. 

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s
Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) or prospects of Borrower or any Subsidiary; or (c) a material impairment of the
prospect of repayment of any portion of the Obligations. 
 “Maturity Date” is the date which is the earliest
of (a) twenty-nine (29) months after the Amortization Date; (b) early termination of this Agreement, whether as a result of acceleration, prepayment or otherwise or (c) the Revolving Maturity Date. 

“Obligations” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’
Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents (other than the
Warrants), or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any,
and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the
Loan Documents (other than the Warrants). 
 “OFAC” is the U.S. Department of Treasury Office of Foreign Assets
Control. 
 “OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List
maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any
other applicable Executive Orders. 
 “Operating Documents” are, for any Person, such Person’s formation
documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a
corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar
agreement), each of the foregoing with all current amendments or modifications thereto. 
 “Patents” means all
patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“Payment Date” is the first (1st) calendar day of each calendar month, commencing on February 1, 2013. 

“Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1. 

“Permitted Indebtedness” is: 
 (a) Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents; 
 (b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s); 
 (c) Subordinated Debt; 

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

 (e) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by
Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed
Two Hundred Fifty Thousand Dollars ($250,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements
financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); and 
 (f) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased
or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case may be. 
 “Permitted Investments” are: 
 (a) Investments disclosed on the
Perfection Certificate(s) and existing on the Effective Date; 
 (b) (i) Investments consisting of cash and Cash
Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;

 (c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of Borrower; 
 (d) Investments consisting of Deposit Accounts in which Collateral Agent has a perfected
security interest; 
 (e) Investments in connection with Transfers permitted by Section 7.1; 

(f) Investments of Subsidiaries in or to other Subsidiaries or Borrower and Investments by Borrower in Subsidiaries not to exceed Two
Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year; 
 (g) Investments consisting of
(i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its
Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for (i) and (ii) in any fiscal year;

 (h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or
suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; 
 (i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that
this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary; 
 (j) Investments in unfinanced capital
expenditures in any fiscal year, not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00); 
 (k) non-cash Investments in
joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support; and 

(l) Investments permitted under Section 7.3. 

  
 35 









 “Permitted Licenses” are (A) licenses of over-the-counter software
that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that,
with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do
not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any
Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers twenty (20) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and
delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, (y) any such license is made in connection with a bona fide corporate
collaboration or partnership, and is approved by Borrower’s (or the applicable Subsidiary’s) board of directors, and (z) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in
respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing
agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement. 
 “Permitted Liens” are: 
 (a) Liens existing on the Effective Date
and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan Documents; 
 (b) Liens for
taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien
has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; 

(c) liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided
that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition, lease, repair, improvement or construction of, such property financed or leased by such
Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness; 

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good faith
and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 
 (e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens
imposed by ERISA); 
 (f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described
in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person,
in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring
to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a security interest therein; 

  
 36 









 (h) banker’s liens, rights of setoff and Liens in favor of financial institutions
incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and provided such accounts are
maintained in compliance with Section 6.6(b) hereof; 
 (i) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 8.4 or 8.7; and 
 (j) Liens consisting of Permitted
Licenses. 
 “Person” is any individual, sole proprietorship, partnership, limited liability company, joint
venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

“Placement Location” means any third party location where Borrower places a Vantera machine with such third party for
use in the ordinary course of such third party’s business in an arms-length transaction and on fair and reasonable terms, which placement is consistent with Borrower’s practices for placement of Ventera machines as of the Effective Date.

 “Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Prepayment Fee End
Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to: 
 (i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term Loan, three percent (3.00%) of the principal
amount of such Term Loan prepaid; 
 (ii) for a prepayment made after the date which is after the first anniversary of the
Funding Date of such Term Loan through and including the second anniversary of the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of the Term Loans prepaid; and 

(iii) for a prepayment made after the date which is after the second anniversary of the Funding Date of such Term Loan and prior to the
Prepayment Fee End Date, one percent (1.00%) of the principal amount of the Term Loans prepaid. 
 “Prepayment Fee
End Date” is the date which is twenty-nine (29) months after the Amortization Date. 
 “Prime
Rate” means the variable rate of interest, per annum, most recently announced by Bank, as its “prime rate,” whether or not such announced rate is the lowest rate available from Bank. 

“Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal,
rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans. 

“Qualified Public Offering” means an underwritten public offering pursuant to an effective registration statement under
the Securities Act of 1933, as amended, covering the offer and sale of the Borrower’s common stock yielding aggregate gross proceeds to the Borrower (before deducting underwriting discounts) of not less than Forty Million Dollars ($40,000,000)

 “Quick Ratio” means the ratio of (a) unrestricted cash at Bank, subject to Control Agreements, plus the
Borrowing Base, to (b) Current Liabilities. 

  
 37 









 “Registered Organization” is any “registered organization” as
defined in the Code with such additions to such term as may hereafter be made. 
 “Required Lenders” means
(i) for so long as all of the Persons that are Lenders on the Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Credit Extensions, Lenders holding one hundred percent
(100%) of the aggregate outstanding principal balance of the Credit Extensions, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Credit Extensions, Lenders holding at least sixty six
percent (66%) of the aggregate outstanding principal balance of the Credit Extensions and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Credit Extensions, (B) each
assignee or transferee of an Original Lender’s interest in the Credit Extensions, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to
any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing. 

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law
(statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Responsible Officer” is any of the President, Chief Executive Officer, or Chief
Financial Officer of Borrower acting alone. 
 “Revenue” means revenue recognized in accordance with GAAP.

 “Revolving Line” means a Credit Extension of up to Six Million Dollars ($6,000,000.00) (inclusive of any
amounts outstanding under the Ancillary Services Sublimit). 
 “Revolving Maturity Date” means the earliest of
(a) December 19, 2013; (b) early termination of this Agreement, whether as a result of acceleration, prepayment or otherwise or (c) the Maturity Date. 
 “Secured Promissory Note” is defined in Section 2.4. 

“Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed
by Borrower to Lender and credits made thereto. 
 “Securities Account” is any “securities account”
as defined in the Code with such additions to such term as may hereafter be made. 
 “Solvent” is, with respect
to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the
transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature. 

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

“Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock
or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries. 

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

  
 38 









 “Term Loan Commitment” is, for any Lender, the obligation of such Lender to
make a Term Loan, up to the principal amount shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders. 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 
 “Transfer” is defined in Section 7.1. 

“Warrants” are those certain Warrants to Purchase Stock dated as of the Effective Date, or any date thereafter, issued
by Borrower in favor of each Lender or such Lender’s Affiliates. 
 “Wells Fargo Letter of Credit” means
that certain letter of credit issued by Wells Fargo Bank, N.A on behalf of Borrower in favor of Raleigh Portfolio JH-SBP, LLC, provided that the principal amount of such letter of credit at no time exceeds One Million Five Hundred Thousand Dollars
($1,500,000). 
 “Wells Fargo Letter of Credit Account” means that certain account (account no.
                    ) held by Borrower at Wells Fargo Bank, N.A. as collateral for the Wells Fargo Letter of Credit; provided that the aggregate
amount held in such account at no time exceeds one hundred percent (100%) of the amount of the Wells Fargo Letter of Credit from time to time. 
 “Wells Fargo Letter of Credit Sweep Account” means that certain account (account no.
                    ) held by Borrower at Wells Fargo Bank, N.A. in connection with the Wells Fargo Letter of Credit; into which interest generated
from the Wells Fargo Letter of Credit Account is swept; provided that the aggregate amount held in such account at no time exceeds Seven Thousand Five Hundred Dollars ($7,500). 
 [Balance of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the Effective Date. 
 BORROWER: 
 LIPOSCIENCE, INC. 

			
		
	By	 	/s/ Lucy G. Martindale
	Name:	 	Lucy G. Martindale
	Title:	 	Executive Vice President & Chief Financial Officer

 COLLATERAL AGENT AND LENDER: 
 OXFORD FINANCE LLC 

			
		
	By	 	/s/ Mark Davis
	Name:	 	Mark Davis
	Title:	 	Vice President - Finance, Secretary & Treasurer

 LENDER: 

SQUARE 1 BANK 

			
		
	By	 	/s/ Mara Huntington
	Name:	 	Mara Huntington
	Title:	 	SVP

 [Signature Page to Loan and Security Agreement]








 SCHEDULE 1.1 
 Lenders and Commitments 
  

									
	Term Loans	 
	 Lender
	  	Term Loan Commitment	 	  	Commitment Percentage	 
	 OXFORD FINANCE LLC
	  	$	10,000,000.00	  	  	 	62.50	% 
	 SQUARE 1 BANK
	  	$	6,000,000.00	  	  	 	37.50	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	16,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	
	 Revolving Line
	 
	 Lender
	  	Revolving Line Commitment	 	  	Commitment Percentage	 
	 SQUARE 1 BANK
	  	$	6,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	6,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 








 EXHIBIT A 
 Description of Collateral 
 The Collateral consists of all of Borrower’s right,
title and interest in and to the following personal property: 
 All goods, Accounts (including health-care receivables),
Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes),
chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 
 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 
 Notwithstanding
the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold
that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the
Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

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







 EXHIBIT B-1 
 Form of Disbursement Letter 
 [see attached] 







 DISBURSEMENT LETTER 

December 20, 2012 
 The
undersigned, being the duly elected and acting                    of LIPOSCIENCE, INC., a Delaware corporation with offices located at 2500 Sumner
Boulevard, Raleigh, NC 27616 (“Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with
that certain Loan and Security Agreement dated as of December 20, 2012, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below
having the meanings ascribed thereto in the Loan Agreement) that: 
 1. The representations and warranties made by Borrower in
Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof. 
 2. No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document. 

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

4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof
have been satisfied or waived by Collateral Agent. 
 5. No Material Adverse Change has occurred. 

6. The undersigned is a Responsible Officer. 
 [Balance of Page Intentionally Left Blank] 







 7. The proceeds of the Term Loan shall be disbursed as follows: 

 

					
	 Disbursement from Oxford:
	  			
	 Loan Amount
	  	$	10,000,000.00	  
	 Plus:
	  			
	 —Deposit Received
	  	[$	100,000.00	] 
	 Less:
	  			
	 —Facility Fee
	  	($	100,000.00	) 
	 [—Interim Interest
	  	($	 	)] 
	 —Lender’s Legal Fees
	  	($	 	)* 
	 Net Proceeds due from Oxford:
	  	$	 	  
	 Disbursement from Square 1:
	  			
	 Loan Amount
	  	$	6,000,000.00	  
	 Plus:
	  			
	 —Deposit Received
	  	$	[20,000.00	] 
	 Less:
	  			
	 —Facility Fee
	  	($	20,000.00	) 
	 —Existing Debt Payoff to be remitted to Square 1 Bank per the Payoff Letter dated December 20, 2012
	  	($	 	) 
	 [—Interim Interest
	  	($	 	)] 
	 Net Proceeds due from Square 1:
	  	$	 	  
	 TOTAL TERM LOAN NET PROCEEDS FROM LENDERS
	  	$	 	  

 8. The Term Loan shall amortize in accordance with the Amortization Table attached hereto. 
 9. The proceeds of the Revolving Line shall be disbursed as follows: 
  

					
	 Disbursement from Square 1:
	  			
	 Loan Amount
	  	$	[6,000,000.00	] 
	 Less:
	  			
	 [—Interim Interest
	  	($	 	)] 
	 Net Proceeds due from Square 1:
	  	$	 	  

 10. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows: 
  

			
	Account Name:	  	LIPOSCIENCE, INC.
	Bank Name:	  	SQUARE 1 BANK
	Bank Address:	  	406 Blackwell Street, Suite 240
		  	Durham, North Carolina 27701
	Account Number:	  	[                    ]
	ABA Number:	  	[                    
]

 [Balance of Page Intentionally Left
Blank] 
  

	*	Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing.









 Dated as of the date first set forth above. 
 BORROWER: 
 LIPOSCIENCE, INC. 

 

			
	By	 	 
	Name:	 	 
	Title:	 	 

 COLLATERAL AGENT AND LENDER: 
 OXFORD FINANCE LLC 
  

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 LENDER: 

SQUARE 1 BANK 
  

			
	By:	 	 
	Name:	 	 
	Title:	 	 

 [Signature Page to Disbursement Letter]








 EXHIBIT B-2 
 LOAN ADVANCE/PAYDOWN REQUEST FORM 
 DEADLINE FOR SAME DAY PROCESSING IS 5:30
P.M. Eastern Time* 
 FORMULA BASED LINES: DEADLINE FOR NEXT DAY PROCESSING IS 5:30 P.M. Eastern Time 

DEADLINE FOR WIRE TRANSFERS IS 4:30 P.M., Eastern Time 
 *At month end and the day before a holiday, the cut off time is 1:30 P.M., Eastern Time 
 **Subject to 3 day advance notice. 
  

					
	TO: Loan Analysis	  	DATE:	  	TIME:
	FAX #:	  		  	

  

					
	FROM:	  	LIPOSCIENCE, INC.	  	TELEPHONE REQUEST (For Bank Use Only):
		  	Borrower’s Name	  	
	FROM:	  	Authorized Signer’s Name	  	The following person is authorized to request the loan payment transfer/loan advance on the designated account and is known to me.
	FROM:	  		  	
		  	Authorized Signature (Borrower)	  	 Authorized Request & Phone #

	PHONE #:	  	
		  	 Received by (Bank) & Phone #

	FROM ACCOUNT#:	  	
	(please include Note number, if applicable)	  	
	TO ACCOUNT #:	  	 Authorized Signature (Bank)

	(please include Note number, if applicable)	  	

  

					
	REQUESTED TRANSACTION TYPE	  	REQUESTED DOLLAR AMOUNT	  	For Bank Use Only
			
	PRINCIPAL INCREASE* (ADVANCE)	  	$	  	Date Rec’d:
	PRINCIPAL PAYMENT (ONLY)	  	$	  	Time:
		  		  	Comp. Status:    YES    NO
	OTHER INSTRUCTIONS:	  		  	Status Date:
		  		  	Time:
		  		  	Approval:

 All representations and warranties of Borrower stated in the Loan Agreement are true, correct and complete in all
material respects as of the date of the telephone request for and advance confirmed by this Loan Advance/Paydown Request Form; provided, however, that those representations and warranties the date expressly referring to another date shall be true,
correct and complete in all material respects as of such date. 
 *IS THERE A WIRE REQUEST TIED TO THIS LOAN ADVANCE? (PLEASE CIRCLE
ONE)            YES        NO 
 If YES, the Outgoing Wire Transfer Instructions must be completed below. 
  

							
	OUTGOING WIRE TRANSFER INSTRUCTIONS	  	Fed Reference Number	  	Bank Transfer Number
	 	  	 

 The items
marked with an asterisk (*) are required to be completed. 
  

			
	*Beneficiary Name	  	
	*Beneficiary Account Number	  	
	*Beneficiary Address	  	
	Currency Type	  	US DOLLARS ONLY
	*ABA Routing Number (9 Digits)	  	
	*Receiving Institution Name	  	
	*Receiving Institution Address	  	
	*Wire Account	  	$








 EXHIBIT C 
 Compliance Certificate 
  

	TO:	    OXFORD FINANCE LLC, as Collateral Agent and Lender 


	    	    SQUARE 1 BANK, as Lender 

  

	FROM:	LIPOSCIENCE, INC. 

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

(a) Borrower is in complete compliance for the period ending
                    with all required covenants except as noted below; 
 (b) There are no Events of Default, except as noted below; 
 (c) Except as noted
below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date. 
 (d) Borrower, and each of Borrower’s Subsidiaries, has
timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as
otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement; 
 (e) No Liens have been levied or claims
made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders. 

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached
financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of
unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements. 

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









																					
	 	  	Reporting Covenant	  	Requirement	  	Actual	 	  	Complies	 
							
	1)	  	Financial statements	  	Monthly within 30 days	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	2)	  	Annual (CPA Audited) statements	  	Within 180 days after FYE	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	3)	  	Annual Financial Projections/Budget (prepared on a monthly basis)	  	Annually (within 10 days of FYE), and when revised	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	4)	  	Borrowing Base Certificate; A/R & A/P agings	  	Monthly within 30 days	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	5)	  	8-K, 10-K and 10-Q Filings	  	If applicable, within 5 days of filing	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	6)	  	Compliance Certificate	  	Monthly within 30 days	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	7)	  	IP Report	  	When required	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	8)	  	Vantera Machines Report	  	At close; annually, each March 31	  				  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	9)	  	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period	  		  	$	                    	  	  	 	Yes	  	  	 	No	  	  	 	N/A	  
							
	10)	  	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	  		  	$	                    	  	  	 	Yes	  	  	 	No	  	  	 	N/A	  

 Deposit and Securities Accounts 
 (Please list all accounts; attach separate sheet if additional space needed) 
  

													
	 	  	Institution Name	  	Account Number	  	New Account?	  	Account Control Agreement in place?
							
	 1)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 2)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 3)
	  		  		  	Yes	  	No	  	Yes	  	No
							
	 4)
	  		  		  	Yes	  	No	  	Yes	  	No

 Financial Covenants 
  

																	
	 	  	Covenant	  	Requirement	  	Actual	 	  	Compliance	 
						
	 1)
	  	Minimum Revenues; to Plan (trailing three months)	  	At least 80% of projections	  	 	            %	  	  	 	Yes	  	  	 	No	  
						
	 2)
	  	Minimum Quick Ratio	  	At least 1.25:1.00 (from the Effective Date thru 2/28/13)*	  	 	        to 1.00	  	  	 	Yes	  	  	 	No	  

  

	*	1.10 to 1.00; 3/1/13 thru 6/30/13 


	        1.00	to 1.00; 7/1/13 and thereafter 








 Other Matters 
  


											
				
	1)	  	Have there been any changes in management since the last Compliance Certificate?	  	 	Yes	  	  	 	No	  
				
	2)	  	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	 	Yes	  	  	 	No	  
				
	3)	  	Have there been any new or pending claims or causes of action against Borrower that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00)?	  	 	Yes	  	  	 	No	  
				
	4)	  	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide
copies of any such amendments or changes with this Compliance Certificate.	  	 	Yes	  	  	 	No	  








 Exceptions 
 Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.) 

 

			
	LIPOSCIENCE, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 

 Date: 
  

									
	LENDER USE ONLY	 		 	
					
	Received by:	 	 	 	 	 		 	Date:                     
					
	Verified by:	 	 	 	 	 		 	Date:                     
				
	Compliance Status:	 	Yes	 		 	        No









 EXHIBIT D 
 Borrowing Base Certificate 
 [Please refer to New Borrower
Kit] 







 EXHIBIT E 
 Form of Secured Promissory Note 
 [see attached] 







 SECURED PROMISSORY NOTE 

(Term Loan) 
  

			
	$[5][6],000,000.00	  	Dated: December     , 2012

 FOR VALUE RECEIVED, the undersigned, LIPOSCIENCE, INC., a Delaware corporation with offices located at
2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SQUARE 1 BANK] (“Lender”) the principal amount of [FIVE][SIX] MILLION DOLLARS ($[5][6],000,000.00) or
such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Loan and
Security Agreement dated December 20, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to
time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not
otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due
with respect to the Term Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the
interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 

The Loan Agreement, among other things, (a) provides for the making of a secured Term Loan by Lender to Borrower, and (b) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events. 
 This Note may not be prepaid except as set forth in
Section 2.2(a)(iii) and Section 2.2(a)(iv) of the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid
principal amount of the Term Loan, interest on the Term Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by
Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. 
 This Note shall be
governed by, and construed and interpreted in accordance with, the internal laws of the State of California. 
 The ownership of an interest in
this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the
transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as
the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	BORROWER:
	
	LIPOSCIENCE, INC.
		
	By	 	 
	Name:	 	 
	Title:	 	 









 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	Principal
Amount	  	Interest
Rate	  	Scheduled
Payment Amount	  	Notation By








 SECURED PROMISSORY NOTE 

(Revolving Line) 
  

			
	$6,000,000.00	  	Dated: December     , 2012

 FOR VALUE RECEIVED, the undersigned, LIPOSCIENCE, INC., a Delaware corporation with offices located at
2500 Sumner Boulevard, Raleigh, NC 27616 (“Borrower”) HEREBY PROMISES TO PAY to the order of SQUARE 1 BANK (“Lender”) the principal amount of SIX MILLION DOLLARS ($6,000,000.00) or such lesser amount as shall equal
the outstanding principal balance of the Advances made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Advances, at the rates and in accordance with the terms of the Loan and Security Agreement dated
December 20, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Revolving Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise
defined herein shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with
respect to the Advances, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest
rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 

The Loan Agreement, among other things, (a) provides for the making of secured Advances by Lender to Borrower, and (b) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events. 
 This Note and the obligation of Borrower to repay the unpaid
principal amount of the Advances, interest on the Advances and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by
Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. 
 This Note shall be
governed by, and construed and interpreted in accordance with, the internal laws of the State of California. 
 The ownership of an interest in
this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the
transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as
the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

			
	BORROWER:
	
	LIPOSCIENCE, INC.
		
	By	 	 
	Name:	 	 
	Title:	 	 









 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	Principal
Amount	  	Interest Rate	  	Scheduled
Payment Amount	  	Notation By