Corindus Vascular Robotics, Inc. 8-K


Exhibit
10.3


 


LOAN
AND SECURITY AGREEMENT


 


(REVOLVING
LINE)


 


THIS
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 16, 2018 (the “Effective Date”)
by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) CORINDUS VASCULAR
ROBOTICS, INC., a Delaware corporation (“Parent Borrower”) and (ii) CORINDUS, INC., a Delaware corporation
(“Subsidiary Borrower”) (Parent Borrower and Subsidiary Borrower are individually and collectively, jointly
and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay
Bank. The parties agree as follows:


 


1             ACCOUNTING
AND OTHER TERMS


 


Accounting
terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following
GAAP. Notwithstanding the foregoing, except as otherwise explicitly set forth herein, all financial covenant and other financial
calculations shall be computed with respect to Borrower only, and not on a consolidated basis. 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.


 


2             LOAN
AND TERMS OF PAYMENT


 


2.1          Promise
to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and
accrued and unpaid interest thereon as and when due in accordance with this Agreement.


 


2.2          Revolving
Line.


 


(a)          Availability.
Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the
Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed,
subject to the applicable terms and conditions precedent herein.


 


(b)          Termination;
Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the
unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.


 


2.3          Overadvances.
If, at any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing
Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”).
Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding
amount of any Overadvance, on demand, at a per annum rate equal to the rate that is otherwise applicable to Advances plus five
percent (5.0%).


 


2.4          Payment
of Interest on the Credit Extensions.


 


(a)          Interest
Rate. Subject to Section 2.4(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating
per annum rate equal to the greater of (i) one-half of one percent (0.50%) above the Prime Rate and (ii) five percent (5.0%),
which interest shall be payable monthly in accordance with Section 2.4(d) below.


 


(b)          Default
Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at
a rate per annum which is five percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”).
Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank
Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations.
Payment or acceptance of the increased interest rate provided in this Section 2.4(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 Bank.


 



     


     


    

 


(c)          Adjustment
to Interest Rate. Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective
on the effective date of any change to the Prime Rate and to the extent of any such change.


 


(d)          Payment;
Interest Computation. Interest is payable monthly on the Payment Date of each month and shall be computed on the basis of
a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern
time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making
of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension
is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.


 


2.5          Fees
and Expenses. Borrower shall pay to Bank:


 


(a)          Commitment
Fee. A fully earned, non-refundable commitment fee of Fifteen Thousand Dollars ($15,000.00), on the Effective Date;


 


(b)          Anniversary
Fee. For each annual anniversary of the Effective Date occurring prior to the Revolving Line Maturity Date, Borrower shall
pay to Bank a fully earned, non-refundable anniversary fee of Fifteen Thousand Dollars ($15,000.00) (each, an “Anniversary
Fee” and, collectively, the “Anniversary Fees”). Each Anniversary Fee shall be fully earned on the
Effective Date but shall be due and payable on the earliest to occur of (i) such anniversary of the Effective Date, (ii) the occurrence
of an Event of Default, and (iii) the termination of this Agreement;


 


(c)          Termination
Fee. Upon termination of this Agreement or the termination of the Revolving Line for any reason, in each case, prior to the
Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal
to three-quarters of one percent (0.75%) of the Revolving Line (the “Termination Fee”), provided that no termination
fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank;


 


(d)          Unused
Revolving Line Facility Fee. Payable monthly in arrears on the last day of each calendar month occurring thereafter prior
to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility
Fee”) in an amount equal to one-half of one percent (0.50%) per annum of the average unused portion of the Revolving
Line, as determined by Bank in its reasonable discretion, computed on the basis of a year with the applicable number of days as
set forth in Section 2.4(d). The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on
a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the
daily closing balance of the Revolving Line outstanding; and


 


(e)          Bank
Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of
this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank).


 


Unless
otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or
repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension
or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under
the clauses of this Section 2.5 pursuant to the terms of Section 2.6(c). Bank shall provide Borrower prompt written notice of
deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.5.


 



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2.6          Payments;
Application of Payments; Debit of Accounts. 


 


(a)          All
payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff
or counterclaim, before 12:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 12:00
p.m. 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 shall be due the next Business Day, and additional fees or interest, as applicable, shall
continue to accrue until paid.


 


(b)          Bank
has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied.
Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required
to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not
specified elsewhere in this Agreement.


 


(c)          Bank
may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments
or any other amounts Borrower owes Bank when due. Bank shall promptly notify Borrower when it debits Borrower’s accounts
for any payments other than payments on account of principal or interest. These debits shall not constitute a set-off.


 


2.7          Withholding.
Payments received by Bank from Borrower under this Agreement 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 Bank, 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, Bank 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; provided, however, that to the extent Bank is refunded any portion of such excess, Bank
shall remit such amount to Borrower. Borrower will, upon request, furnish Bank with proof reasonably satisfactory to Bank 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
2.7 shall survive the termination of this Agreement.


 


3             CONDITIONS
OF LOANS


 


3.1          Conditions
Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:


 


(a)          the
Term Loan Agreement and satisfaction of all conditions precedent thereto;


 


(b)          duly
executed signatures to the Loan Documents;


 


(c)          (i)
the Operating Documents and a long-form good standing certificate of each Borrower certified by the Secretary of State of Delaware
and (ii) a certificate of good standing/foreign qualification of Borrower certified by the Secretary of the Commonwealth of Massachusetts,
each as of a date no earlier than thirty (30) days prior to the Effective Date;


 


(d)         a
secretary’s certificate of each Borrower with respect to such Borrower’s Operating Documents, incumbency, specimen
signatures and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is
a party;


 


(e)          duly
executed signatures to the completed Borrowing Resolutions for each Borrower;


 



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(f)      
    certified copies, dated as of a recent date, of financing statement searches, as Bank may 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;


 


(g)          the
duly executed Perfection Certificate of each Borrower;


 


(h)          a
legal opinion of Borrower’s counsel dated as of the Effective Date in form and substance satisfactory to Bank, together
with the duly executed signature thereto;


 


(i)       
   evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are
in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or
endorsements in favor of Bank;


 


(j)       
   with respect to the initial Advance only, the completion of the Initial Audit;


 


(k)          with
respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other information
requested by Bank with respect to Borrower’s Accounts) and each of the items listed in Section 6.2(b);


 


(l)       
   evidence that the Initial Equity Financing has occurred; and


 


(m)         payment
of the fees and Bank Expenses then due as specified in Section 2.5 hereof.


 


3.2          Conditions
Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension,
is subject to the following conditions precedent:


 


(a)          timely
receipt of the Credit Extension request and any materials and documents required by Section 3.4;


 


(b)          the
representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of
the proposed Credit Extension 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 immediately result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that
date that the representations and warranties in this Agreement remain 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; and


 


(c)          Bank
determines to its reasonable satisfaction that there has not been any material impairment in the general affairs, management,
results of operation or financial condition of Borrower or the prospect of repayment of the Obligations, nor any material adverse
deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.


 


3.3          Covenant
to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition
precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any
such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit
Extension in the absence of a required item shall be in Bank’s sole discretion.


 



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3.4          Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth
in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which
notice shall be irrevocable) by electronic mail by 12:00 p.m. Eastern time on the Funding Date of the Advance. Such notice shall
be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s
online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer.
Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices
and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through
Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts
journals, accounts receivable aging reports, as Bank may reasonably request. Bank shall credit proceeds of an Advance to the Designated
Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions
if the Advances are necessary to meet Obligations which have become due.


 


4             CREATION
OF SECURITY INTEREST


 


4.1          Grant
of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations,
a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof.


 


Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless
of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to
be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority
perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the
terms of this Agreement to have superior priority to Bank’s Lien in this Agreement and except that the first priority aspect
may be subject to the security interest of the Term Loan Lenders in certain property, but only to the extent contemplated by the
Intercreditor Agreement).


 


If
this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations or other obligations which, by their terms, survive the termination of this Agreement) are repaid in full in cash.
Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations or other obligations which, by their
terms, survive the termination of this Agreement) and at such time as Bank’s obligation to make Credit Extensions has terminated,
Bank shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert
to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations or other obligations which, by their
terms, survive the termination of this Agreement), except for Bank Services, are satisfied in full, and (y) this Agreement is
terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank
in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters
of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated
in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency,
then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus
all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment),
to secure all of the Obligations relating to such Letters of Credit.


 


4.2          Priority
of Security Interest. 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 pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement, assuming
that Bank has filed a UCC financing statement with the Secretary of State for the State of Delaware, and except that the first
priority aspect may be subject to the security interest of the Term Loan Lenders in certain property, but only to the extent contemplated
by the Intercreditor Agreement). If Borrower shall acquire a commercial tort claim with a value in excess of One Hundred Thousand
Dollars ($100,000.00), Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and,
upon Bank’s request, grant to Bank 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 Bank.


 



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4.3          Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition
of the Collateral, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code. Such
financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being
of an equal or lesser scope, or with greater detail, all in Bank’s discretion.


 


5              REPRESENTATIONS
AND WARRANTIES


 


Borrower
represents and warrants as follows:


 


5.1          Due
Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization
in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which
the conduct of its business 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 effect on Borrower’s business. In connection with this Agreement,
Borrower has delivered to Bank a completed certificate signed by Borrower entitled “Perfection Certificate” (as may
be replaced by any new Perfection Certificate delivered to and accepted by Bank, the “Perfection Certificate”).
Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate
and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in
the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification
number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place
of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its
chief executive office); (e) except with respect to the change of jurisdiction of formation from Nevada to Delaware by Parent
Borrower in June 2016, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of
formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information
set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being
understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective
Date (by delivering a new Perfection Certificate or by disclosing such updates on a Compliance Certificate) to the extent such
updates are resulting from actions, transactions, circumstances or events not prohibited by the terms of this Agreement). If Borrower
is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide
Bank with Borrower’s organizational identification number.


 


 The
execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do
not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under
or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction,
decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries 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 (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration
of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or
by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.


 


5.2          Collateral.
Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant
a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any
bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection
Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a
perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing obligations
of the Account Debtors.


 



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The
Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection
Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection
Certificate or as permitted pursuant to Section 7.2.


 


All
Inventory is in all material respects of good and marketable quality, free from material defects.


 


Borrower
is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted
to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public,
and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which Borrower
owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual
Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or
unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual
Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material
adverse effect on Borrower’s business.


 


Except
as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.


 


5.3          Accounts
Receivable. 


 


(a)          For
each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall
be an Eligible Account.


 


(b)          All
statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts
are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are
genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible
Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no
knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in the most
recent Borrowing Base Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments,
and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable
in accordance with their terms.


 


5.4          Litigation.
 There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or
against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand
Dollars ($250,000.00).


 


5.5          Financial
Statements; Financial Condition.  All consolidated financial statements for Borrower and any of its Subsidiaries delivered
to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since
the date of the most recent financial statements submitted to Bank.


 


5.6          Solvency.
The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds the fair
value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement;
and Borrower is able to pay its debts (including trade debts) as they mature.


 


5.7          Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act of 1940, as amended. Borrower is not 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 (a) has
complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation
of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its
Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge,
by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower
and each of its Subsidiaries have 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.


 



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5.8          Subsidiaries;
Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity securities except for
Permitted Investments.


 


5.9          Tax
Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower
has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a)
to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted,
so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made
therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty
Five Thousand Dollars ($25,000.00).


 


To
the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of Twenty
Five Thousand Dollars ($25,000.00), notify Bank in writing of the commencement of, and any material development in, the proceedings,
and (ii) post bonds or take 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.” Borrower is unaware of any claims or adjustments
proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower
in excess of Twenty Five Thousand Dollars ($25,000.00). Borrower has paid all amounts necessary to fund all present pension, profit
sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in,
and has 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, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.


 


5.10          Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business
requirements and not for personal, family, household or agricultural purposes.


 


5.11          Full
Disclosure.  No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates
and written statements given to Bank, 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 in light of the circumstances under which they
were made (it being recognized by Bank 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 and such differences may be material).


 


5.12          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 any Responsible Officer.


 


6          AFFIRMATIVE
COVENANTS


 


Borrower
shall 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 formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse
effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all material respects,
with all laws, ordinances and regulations to which it is subject.


 



    8


     


    

 


(b)          Obtain
all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which
it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any
such obtained Governmental Approvals to Bank.


 


6.2          Financial
Statements, Reports, Certificates.  Provide Bank with the following:


 


(a)          within
thirty (30) days after the end of each month (commencing with the month during which the initial Advance is made) a Borrowing
Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s
Accounts);


 


(b)          within
thirty (30) days after the end of each month (commencing with the month during which the initial Advance is made), (i) monthly
accounts receivable agings, aged by invoice date, (ii) monthly accounts payable agings, aged by invoice date, and outstanding
or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction
reports, Deferred Revenue report and general ledger;


 


(c)          
as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance
sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer
and in a form acceptable to Bank (the “Monthly Financial Statements”);


 


(d)          within
thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance
Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with
all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants
set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement
that at the end of such month there were no held checks in excess, individually or in the aggregate, in excess of Twenty Five
Thousand Dollars ($25,000.00);


 


(e)          at
least annually, as soon as available, and in any event no later than thirty (30) days following approval by the Board, and within
five (5) Business Days of any updates or amendments thereto, (i) annual operating budgets (including income statements, balance
sheets and cash flow statements, by month), and (ii) annual financial projections (on a quarterly basis), in each case as approved
by the Board, together with any related business forecasts used in the preparation of such annual financial projections;


 


(f)          as
soon as available, and in any event within ninety (90) days following the end of Borrower’s fiscal year, audited consolidated
financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements
from an independent certified public accounting firm reasonably acceptable to Bank (it being acknowledged that Ernst and Young
LLP is acceptable to Bank). Documents required to be delivered pursuant to this Section 6.2(f) (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;


 


(g)          within
five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or
any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national
securities exchange (to the extent that, in the case of a national securities exchange, such filings are material), or distributed
to all of its shareholders, as the case may be. Documents required to be delivered pursuant to this Section 6.2(g) (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;


 



    9


     


    

 


(h)          within
five (5) days of delivery, copies of all statements, reports and notices made available to all of Borrower’s security holders
or to any holders of Subordinated Debt. Documents required to be delivered pursuant to this Section 6.2(h) (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;


 


(i)          prompt
report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could reasonably
be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred
Fifty Thousand Dollars ($250,000.00) or more; and


 


(j)          promptly,
from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably
requested by Bank.


 


6.3          Accounts
Receivable.


 


(a)          Schedules
and Documents Relating to Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided
in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same
shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure
to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank,
Borrower shall furnish Bank with copies (or, at Bank’s request at any time when an Event of Default exists, originals) of
all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading,
and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, at any
time when an Event of Default exists, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel
paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form
as received, with all necessary indorsements, and copies of all credit memos.


 


(b)          Disputes.
Borrower shall promptly notify Bank of all disputes or claims relating to Accounts involving, individually or in the aggregate,
more than One Hundred Thousand Dollars ($100,000.00). Borrower may forgive (completely or partially), compromise, or settle any
Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a
commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to
Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and (iii) after taking
into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the lesser of the
Revolving Line or the Borrowing Base.


 


(c)          Collection
of Accounts. Borrower shall direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account,
or such other “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”).
Whether or not an Event of Default has occurred and is continuing, Borrower shall promptly (but, in any event, within one (1)
Business Day of receipt) deliver all payments on and proceeds of Accounts to the Cash Collateral Account. Subject to Bank’s
right to maintain a reserve pursuant to Section 6.3(d), all amounts received in the Cash Collateral Account shall be, so long
as no Event of Default exists, applied to immediately reduce the Obligations under the Revolving Line (unless Bank, in its sole
discretion, at times when an Event of Default exists, elects not to so apply such amounts). Borrower hereby authorizes Bank to
transfer to the Cash Collateral Account any amounts that Bank reasonably determines are proceeds of the Accounts (provided that
Bank is under no obligation to do so and this allowance shall in no event relieve Borrower of its obligations hereunder).


 


(d)          Reserves.
Notwithstanding any terms in this Agreement to the contrary, at times when an Event of Default exists, Bank may hold any proceeds
of the Accounts and any amounts in the Cash Collateral Account that are not applied to the Obligations pursuant to Section 6.3(c)
above (including amounts otherwise required to be transferred to Borrower’s operating account with Bank) as a reserve to
be applied to any Obligations regardless of whether such Obligations are then due and payable.


 



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(e)          Returns.
Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower with a value,
individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000.00), Borrower shall promptly (i) determine
the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide
a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence
and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately
notify Bank of the return of the Inventory.


 


(f)          Verifications;
Confirmations; Credit Quality; Notifications. Bank may, from time to time (i) when an Event of Default exists, verify and
confirm directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in
the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest
in such Account and/or (ii) conduct a credit check of any Account Debtor to approve any such Account Debtor’s credit.


 


(g)          No
Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of,
any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind
occurring in the settlement, failure to settle, collection or failure to collect any Account, or for settling any Account in good
faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations
under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its
own gross negligence or willful misconduct.


 


6.4          Remittance
of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of
any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt
by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 6.3(c) hereof,
and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided
that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of
the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate
purchase price of One Hundred Thousand Dollars ($100,000.00) or less (for all such transactions in any fiscal year). Borrower
agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property (other than any
proceeds of the sale of worn out or obsolete Equipment referred to in the immediately preceding sentence), but will hold such
proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits
the restrictions on disposition of Collateral set forth elsewhere in this Agreement.


 


6.5          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 pay, all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.9 hereof, and shall deliver to Bank, 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 their terms.


 


6.6          Access
to Collateral; Books and Records.  At reasonable times, on three (3) Business Days’ notice (provided no notice is required
if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and
the right to audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted no more often than
twice every twelve (12) months) unless an Event of Default has occurred and is continuing in which case such inspections and audits
shall occur as often as Bank shall determine is necessary. The foregoing inspections and audits shall be conducted at Borrower’s
expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall represent
Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank
schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the audit with less than
ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a
fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated
costs and expenses of the cancellation or rescheduling.


 



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6.7          Insurance.



 


(a)          Keep
its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location
and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies
that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s
loss payable endorsement showing Bank as the lender loss payee. All liability policies shall show, or have endorsements showing,
Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance
providing coverage in respect of any Collateral.


 


(b)          Ensure
that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations. Notwithstanding
the foregoing, (i) 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) in the aggregate for all losses under all
casualty policies in any one (1) year, toward the replacement or repair of destroyed or damaged property; provided that any such
replaced or repaired property (A) shall be of equal or like value as the replaced or repaired Collateral and (B) shall be deemed
Collateral in which Bank has been granted a first priority security interest, and (ii) after the occurrence and during the continuance
of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account
of the Obligations.


 


(c)          At
Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each
provider of any such insurance required under this Section 6.7 shall agree, by endorsement upon the policy or policies issued
by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before any
such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this
Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part
of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems
prudent.


 


6.8          Accounts.


 


(a)          Maintain
its and all of its Subsidiaries’ (other than Securities Corp.) operating and other deposit accounts, the Cash Collateral
Account and securities/investment accounts with Bank and Bank’s Affiliates, provided, further, Borrower (individually and
not on a consolidated basis) shall at all times have on deposit in operating, depository and securities accounts maintained with
Bank cash in an amount equal to at least the lesser of (i) one hundred percent (100.0%) of the Dollar value of all of Borrower’s
consolidated cash, including any Subsidiaries’ (including, without limitation, Securities Corp.’s), Affiliates’,
or related entities’ cash, or (ii) one hundred five percent (105.0%) of the Dollar amount of the then-outstanding Obligations
of Borrower to Bank, plus, without duplication, the then-outstanding Obligations (as defined in the Term Loan Agreement) of Borrower
to the Term Loan Lenders. Notwithstanding anything to the contrary contained herein, until the date that is ninety (90) days from
the Effective Date, Borrower may maintain its accounts with Bank of America existing as of the Effective Date that are disclosed
in the Perfection Certificate so long as (i) at all times during such ninety (90) day period, any cash in excess of the amount
necessary for the ordinary and necessary operations of Borrower for the then current month is maintained in accounts of Borrower
with Bank and (ii) all proceeds of the Initial Equity Financing are deposited into an account or accounts of Borrower with Bank.
In addition to the foregoing, Borrower shall (i) conduct all of its cash management, asset management and letter of credit banking
with Bank and Bank’s Affiliates and (ii) maintain its procurement credit card program with Bank consisting of at least three
(3) credit cards with an aggregate credit limit of at least One Hundred Twenty Thousand Dollars ($120,000.00). Any Guarantor shall
maintain all depository, operating and securities/investment accounts with Bank and Bank’s Affiliates.


 


(b)          In
addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior written notice before
establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For
each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with
the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. 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 employees and identified to Bank by Borrower as such or (ii)
for a period of ninety (90) days from the Effective Date, Borrower’s accounts with Bank of America.


 



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6.9          Financial
Covenant – Consolidated Revenue. Maintain at all times on and after the earlier to occur of (a) the Funding Date of
the first Advance or (b) the Funding Date of the Term B Loan (as defined in the Term Loan Agreement), to be tested as of the last
day of each month, total revenue of Borrower and its Subsidiaries, as determined in accordance with GAAP, for the six (6) month
period ending on such day of at least the following amounts:


 


	6-Month
    Period Ending	 	 	Minimum Revenue	 
	March 31, 2018	 	 	$	5,991,248.00	 
	April 30, 2018	 	 	$	6,040,436.00	 
	May 31, 2018	 	 	$	6,051,066.00	 
	June 30, 2018	 	 	$	6,990,900.00	 
	July 31, 2018	 	 	$	7,025,564.00	 
	August 31, 2018	 	 	$	7,077,560.00	 
	September 30, 2018	 	 	$	8,724,100.00	 
	October 31, 2018	 	 	$	8,759,380.00	 
	November 30, 2018	 	 	$	8,812,300.00	 
	December 31, 2018	 	 	$	10,488,100.00	 
	January 31, 2019	 	 	$	10,507,357.00	 
	February 28, 2019	 	 	$	10,536,243.00	 
	March 31, 2019	 	 	$	11,450,950.00	 
	April 30, 2019	 	 	$	11,502,536.00	 
	May 31, 2019	 	 	$	11,579,915.00	 
	June 30, 2019	 	 	$	14,030,250.00	 
	July 31, 2019	 	 	$	14,124,825.00	 
	August 31, 2019	 	 	$	14,266,688.00	 
	September 30, 2019	 	 	$	18,759,000.00	 




 






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	October 31, 2019	 	 	$	18,871,346.00	 
	November 30, 2019	 	 	$	19,039,865.00	 
	December 31, 2019	 	 	$	24,376,300.00	 
	January 31, 2020	 	 	$	24,469,970.00	 
	February 29, 2020	 	 	$	24,610,475.00	 
	March 31, 2020	 	 	$	29,059,800.00	 
	April 30, 2020	 	 	$	29,153,074.00	 
	May 31, 2020	 	 	$	29,292,985.00	 
	June 30, 2020	 	 	$	33,723,500.00	 
	July 31, 2020	 	 	$	33,890,210.00	 
	August 31, 2020	 	 	$	34,140,275.00	 
	September 30, 2020	 	 	$	42,059,000.00	 
	October 31, 2020	 	 	$	42,290,260.00	 
	November 30, 2020	 	 	$	42,637,150.00	 
	December 31, 2020	 	 	$	53,622,000.00	 
	January 31, 2021	 	 	$	54,090,250.00	 
	February 28, 2021	 	 	$	54,792,625.00	 
	March 31, 2021	 	 	$	77,034,500.00	 
	April 30, 2021	 	 	$	77,483,840.00	 
	May 31, 2021	 	 	$	78,157,850.00	 
	June 30, 2021	 	 	$	99,501,500.00	 
	July 31, 2021	 	 	$	99,674,600.00	 
	August 31, 2021	 	 	$	99,934,250.00	 
	September 30, 2021	 	 	$	108,156,500.00	 
	October 31, 2021	 	 	$	108,288,470.00	 
	November 30, 2021	 	 	$	108,486,425.00	 
	December 31, 2021	 	 	$	114,755,000.00	 



 



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With
respect to any period ending after December 31, 2021, Bank will set the revenue covenant levels for any such period in its reasonable
discretion based upon, among other factors, budgets, sales projections, operating plans and other financial information with respect
to Borrower that Bank deems relevant, including, without limitation, Borrower’s annual financial projections approved by
the Board.  With respect thereto, Borrower shall (A) agree in writing (which agreement shall be set forth in a written amendment
to this Agreement) on or before January 31, 2022 to any covenant levels proposed by Bank with respect to the 2022 calendar year
and (B) notwithstanding Section 6.2(e) of this Agreement, deliver to Bank on or before December 31, 2021, Borrower’s budgets,
sales projections, operating plans and other financial information with respect to Borrower that Bank deems relevant, including,
without limitation, Borrower’s annual financial projections and budget approved by the Board with respect to the 2022 calendar
year.


 


6.10        Protection
of Intellectual Property Rights. 


 


(a)          (i)
Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing
of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of
its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned,
forfeited or dedicated to the public without Bank’s written consent.


 


(b)          Provide
written notice to Bank within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter
software that is commercially available to the public). Borrower shall take such steps as Bank reasonably requests to obtain the
consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral”
and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any
such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of
a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement
and the other Loan Documents.


 


6.11        Litigation
Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without
expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank
may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with
respect to any Collateral or relating to Borrower.


 


6.12       Online
Banking.


 


(a)          Utilize
Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and without request
by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for
exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by this
Agreement (including, without limitation, those described in Section 6.2 of this Agreement).


 


(b)          Comply
in all material respects with the terms of the “Banking Terms and Conditions” and ensure that all persons utilizing
the online banking platform are duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity,
accuracy and completeness on any information, instruction or request for a Credit Extension submitted by Borrower via the online
banking platform and to further assume that any submissions or requests made via the online banking platform have been duly authorized
by an Administrator.


 


6.13          Further
Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s
Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within ten (10) days after the same are sent
or received, copies of all 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 or otherwise on the operations of Borrower
or any of its Subsidiaries.


 



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6.14          Post-Closing
Requirement.  Deliver to Bank, in form and substance satisfactory to Bank, within thirty (30) days of the Effective Date,
an acknowledgment copy (from the Delaware Department of State) of a filed termination of UCC financing statement no. 20131822718
in favor of WebBank.


 


7              NEGATIVE
COVENANTS


 


Borrower
shall not do any of the following without Bank’s prior written consent:


 


7.1          Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any
of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary
course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically
practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted
Investments; (d) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business
for the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the
other Loan Documents; (e) consisting of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in
the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that
may be exclusive in respects other than territory and that may be exclusive as to territory only as to discrete geographical areas
outside of the United States; (f) to any Borrower or Secured Guarantor; (g) consisting of the sale or issuance of any stock of
Borrower that is not prohibited under Section 7.2 of this Agreement; and (h) of other property with a value not exceeding One
Hundred Thousand Dollars ($100,000.00) in the aggregate in any fiscal year.


 


7.2          Changes
in Business, Management, Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any
business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related
thereto; (b) liquidate or dissolve; (c) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed
by Borrower within five (5) Business Days after such Key Person’s departure from Borrower; or (d) permit or suffer the consummation
of any Change in Control.


 


Borrower
shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000.00) in Borrower’s
assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred
Thousand Dollars ($100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection
Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal
name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver
any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000.00)
to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location
to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee
shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.


 


Notwithstanding
anything to the contrary contained herein, Borrower may add or deliver Collateral to Ordinary Course Third-Party Collateral Locations
without prior notice to Bank, without obtaining Bank’s written consent and without delivering to Bank a bailee agreement
with respect to any such location; provided, however, that with respect to Ordinary Course Customer/Collaborator Collateral Locations,
Borrower may install no more than nine (9) of Borrower’s CorPath systems in the aggregate at any Ordinary Course Customer/Collaborator
Collateral Locations in any calendar year without complying with the requirements of the immediately preceding paragraph. For
the avoidance of doubt, any of Borrower’s Corpath systems installed in Ordinary Course Customer/Collaborator Collateral
Locations prior to the Effective Date shall not count toward this nine (9) unit limitation for the 2018 calendar year.


 


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 or property of another Person
(including, without limitation, by the formation of any Subsidiary). A Subsidiary may merge or consolidate into another Subsidiary
or into Borrower.


 



    16


     


    

 


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, permit any Collateral not to
be subject to the first priority security interest granted herein (except that the first priority aspect may be subject to the
security interest of the Term Lenders in certain property, but only to the extent contemplated by the Intercreditor Agreement),
or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which
directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging,
granting a security interest in or upon, or encumbering any of Borrower’s or any 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 6.8(b) hereof.


 


7.7          Distributions;
Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock, provided
that Borrower may (i) convert any of its convertible securities into other securities pursuant to the terms of such convertible
securities or otherwise in exchange thereof, (ii) pay dividends solely in common stock and/or preferred stock, and (iii) repurchase
the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist
at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate
amount of all such repurchases does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal year; or (b) directly
or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments,
or permit any of its Subsidiaries to do so.


 


7.8          Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower,
except for (a) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that
are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (b)
customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock
option and other benefit plans and indemnification arrangements approved by the relevant board of directors, board of managers
or equivalent corporate body), (c) transactions of the type described in and permitted pursuant to Sections 7.1(c), 7.1(f), or
7.7, or (d) transactions disclosed in the Perfection Certificate as of the Effective Date.


 


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, provide for earlier or greater principal, interest, or other payments
thereon, or adversely affect the subordination thereof to Obligations owed to Bank.


 


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 effect on Borrower’s business, 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, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency.


 



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7.11        Preferred
Stock Dividend. Agree to modify the terms with respect to any dividend that is payable in stock of Borrower to provide for
payment of such dividend in cash.


 


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 when due, or (b) pay any
other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure
period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay
any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure
period);


 


8.2          Covenant
Default. 


 


(a)
          Borrower fails or neglects to perform any obligation in Sections 6.2,
6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.12, or 6.14 or violates any covenant in Section 7; or


 


(b)          Borrower
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 ten (10) days after the occurrence thereof;
provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts
by Borrower be cured within such ten (10) 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). Cure periods provided under this section shall not apply, among other things, to financial
covenants or any other covenants set forth in clause (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 of any entity under the control
of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any
Governmental Authority, 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; or


 


(b)         
(i) any material portion of Borrower’s 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 from conducting all or any material part of its business;


 


8.5          Insolvency.
(a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise
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 is not dismissed or stayed within thirty (30) days (but no Credit Extensions
shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);


 


8.6          Other
Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a)
any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any breach
or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s
business;


 



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8.7          Judgments;
Penalties. One or more fines, penalties or final 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 by any Governmental Authority,
and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or
after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any
such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of
such fine, penalty, judgment, order or decree);


 


8.8          Misrepresentations.
Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement,
any Loan Document or in any writing delivered to Bank or to induce Bank 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. Any document, instrument, or agreement evidencing the subordination of any Subordinated Debt shall for any reason be
revoked or invalidated or otherwise cease to be in full force and effect (other than in accordance with the terms of the document,
instrument or agreement), any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or
shall not have the priority contemplated by this Agreement or any applicable subordination or intercreditor agreement;


 


8.10       Governmental
Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not
renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing
with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority
taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification
or non-renewal (i) causes, or could reasonably be expected to cause, a Material Adverse Change, or (ii) adversely affects the
legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction
and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of
or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction; or


 


8.11        Term
Loan Agreement. The occurrence of an Event of Default (as defined in the Term Loan Agreement) under the Term Loan Agreement.


 


9             BANK’S
RIGHTS AND REMEDIES


 


9.1          Rights
and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do
any or all of the following:


 


(a)          declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);


 


(b)          stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower
and Bank;


 


(c)          demand
that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent
of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent
(110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining
undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank
in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security
for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts,
and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;


 



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(d)          terminate
any FX Contracts;


 


(e)          verify
the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes
and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person
owing Borrower money of Bank’s security interest in such funds. Borrower shall collect all payments in trust for Bank and,
if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements
for deposit;


 


(f)       
   make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its
security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates.
Bank 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 Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s
rights or remedies;


 


(g)          apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) amount held by Bank owing to or for the credit
or the account of Borrower;


 


(h)          ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby
granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights,
mask works, rights of use of any name, trade secrets, trade names, Trademarks, 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, in connection
with Bank’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise
agreements inure to Bank’s benefit;


 


(i)       
   place a “hold” on any account maintained with Bank 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;


 


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


 


(k)          exercise
all rights and remedies available to Bank 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).


 


9.2          Power
of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks, payment instruments, or
other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts
against Account Debtors; (c) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes
and claims about the Accounts directly with Account Debtors, and compromise, prosecute, or defend any action, claim, case, or
proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s
name, as Bank chooses); (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or
settle any Lien, charge, encumbrance, security interest, or other 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 Bank or a third
party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents
necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event
of Default has occurred until all Obligations (other than inchoate indemnity obligations and other obligations which, by their
terms, survive the termination of this Agreement) have been satisfied in full and the Loan Documents have been terminated. Bank’s
foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest,
are irrevocable until all Obligations (other than inchoate indemnity obligations and other obligations which, by their terms,
survive the termination of this Agreement) have been fully repaid and performed and the Loan Documents have been terminated.


 



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9.3          Protective
Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails
to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required
to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses
and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral.
Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained
or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or
Bank’s waiver of any Event of Default.


 


9.4          Application
of Payments and Proceeds. If an Event of Default has occurred and is continuing (or at any time on the terms set forth in
Section 6.3(c), regardless of whether an Event of Default exists), Bank shall have the right to apply in any order any funds in
its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts
or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to
the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency.
If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of
Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of
the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.


 


9.5          Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral
in the possession or under the control of Bank, Bank 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. Bank’s failure, 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 Bank thereafter to demand
strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting
the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies
under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by
law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising
any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default
is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.


 


9.7          Demand
Waiver. Borrower waives 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 Bank on which Borrower is liable.


 


9.8          Borrower
Liability. Each Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints each other
as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower
hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which Borrower
actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower
waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Bank
to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other
remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including
the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any
other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law
or in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek
contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter
primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in
connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security
for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement
or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section
9.8 shall be null and void. If any payment is made to a Borrower in contravention of this Section 9.8, such Borrower shall hold
such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether
matured or unmatured.


 



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10          NOTICES


 


All
notices, consents, requests, approvals, demands, or other 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 electronic mail or 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. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written
notice thereof in accordance with the terms of this Section 10.


 


	If
    to Borrower:	Corindus
    Vascular Robotics, Inc.
	 	Corindus,
    Inc.
	 	309
    Waverley Oaks Road
	 	Suite
    105
	 	Waltham,
    Massachusetts 02452
	 	Attn:
    Chief Financial Officer (with a copy to the Legal Department)
	 	Fax:
    (508) 232-6000
	 	Email:  David.Long@corindus.com
	 	 
	with
    a copy to:	Mintz,
    Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	One
    Financial Center 
	 	Boston,
    Massachusetts 02111
	 	Attn:
    Meryl J. Epstein, Esquire
	 	Fax:
    (617) 348-1635
	 	Email:
    MJEpstein@mintz.com
	 	 
	If
    to Bank:	Silicon
    Valley Bank
	 	275
    Grove Street
	 	Suite
    2-200
	 	Newton,
    Massachusetts 02466
	 	Attn:
    Mr. Sam Subilia
	 	Fax:
    (617) 527-0177
	 	Email:
    SSubilia@svb.com
	 	 
	with
    a copy to:	Riemer
    & Braunstein LLP
	 	Three
    Center Plaza
	 	Boston,
    Massachusetts 02108
	 	Attn:
    David A. Ephraim, Esquire
	 	Fax:
    (617) 880-3456
	 	Email:
    DEphraim@riemerlaw.com




 


11          CHOICE
OF LAW, VENUE and JURY TRIAL WAIVER


 


Except
as otherwise expressly provided in any of the Loan Documents, New York law governs the Loan Documents without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York,
New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank 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 Bank. 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.


 



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BORROWER
AND BANK 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 BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


This
Section 11 shall survive the termination of this Agreement.


 


12           GENERAL
PROVISIONS


 


12.1        Termination
Prior to Maturity Date; Survival.  All covenants, representations and warranties made in this Agreement shall continue in
full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied (other than inchoate
indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement). So
long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations which, by
their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash
collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior to the Revolving Line
Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations
that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding
this Agreement’s termination.


 


12.2     
  Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of
each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent
(which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower,
to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations,
rights, and benefits under this Agreement and the other Loan Documents. Notwithstanding the foregoing, so long as no Event of
Default shall have occurred and is continuing, Bank shall not assign its interest in the Loan Documents to any Person who in the
reasonable estimation of Bank is (a) a direct competitor of Borrower, whether as an operating company or direct or indirect parent
with voting control over such operating company, or (b) a vulture fund.


 


12.3        Indemnification.
Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other
Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations,
demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection
with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way
suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions
between Bank 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.


 


This
Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity
is given shall have run.


 



    23


     


    

 


12.4          Time
of Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.5          Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability
of any provision.


 


12.6          Correction
of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement
of the parties.


 


12.7          Amendments
in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination
of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth
in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing,
no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate
as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be
limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether
similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. 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 the Loan Documents
merge into the Loan Documents.


 


12.8          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.


 


12.9          Confidentiality.
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and
Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers
of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s
or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order;
(d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers
appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such
service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein.
Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when
disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this
Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is
prohibited from disclosing the information.


 


Bank
Entities may use confidential information for any purpose, including, without limitation, for (x) the development of client databases,
and market analysis so long as such confidential information is aggregated or anonymized prior to distribution unless otherwise
expressly permitted by Borrower and (y) reporting purposes. The provisions of the immediately preceding sentence shall survive
the termination of this Agreement.


 


12.10        Electronic
Execution of Documents. The words “execution,” “signed,” “signature” and words of like
import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based
recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation,
any state law based on the Uniform Electronic Transactions Act.


 


12.11        Right
of Setoff. Borrower hereby grants to Bank a Lien and a right of setoff as security for all Obligations to Bank, 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 Bank or any entity under the control of Bank (including a subsidiary of Bank) 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,
Bank may setoff 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 BANK 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.


 



    24


     


    

 


12.12        Captions.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.13        Construction
of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation
of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the
uncertainty to exist.


 


12.14        Relationship.
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do
not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different
from those of parties to an arm’s-length contract.


 


12.15        Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies
under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors
and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c)
give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.


 


13             DEFINITIONS


 


13.1          Definitions.
As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word
“or” is not exclusive, the words “includes” and “including” are not limiting, the singular
includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following
capitalized terms have the following meanings:


 


“Account”
is, as to any Person, any “account” of such Person as “account” is 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 such Person.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Administrator”
is an individual that is named:


 


(a)
          as an “Administrator” in the “SVB Online Services”
form completed by Borrower with the authority to determine who will be authorized to use SVB Online Services (as defined in the
“Banking Terms and Conditions”) on behalf of Borrower; and


 


(b)
          as an Authorized Signer of Borrower in an approval by the Board.


 


“Advance”
or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving Line.


 


“Affiliate”
is, with respect to any Person, each other 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. For purposes of the
definition of Eligible Accounts, Affiliate shall include a Specified Affiliate.


 


“Agreement”
is defined in the preamble hereof.


 



    25


     


    





 


“Anniversary Fee”
and “Anniversary Fees” are each defined in Section 2.5(b).


 


“Authorized Signer”
is any individual listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including making
(and executing if applicable) any Credit Extension request, on behalf of Borrower.


 


“Availability Amount”
is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal
balance of any Advances.


 


“Bank” is
defined in the preamble hereof.


 


“Bank Entities”
is defined in Section 12.9.


 


“Bank Expenses”
are all audit fees and expenses, out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) 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 with respect to Borrower or any Guarantor.


 


“Bank Services”
are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of
its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services
(including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services),
interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s
various agreements related thereto (each, a “Bank Services Agreement”).


 


“Bank Services Agreement”
is defined in the definition of Bank Services.


 


“Board”
is Borrower’s board of directors.


 


“Borrower”
is defined in the preamble hereof.


 


“Borrower’s
Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding
Borrower’s 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 eighty percent (80.0%) of Eligible Accounts, as determined by Bank from Borrower’s most recent Borrowing Base Report (and
as may subsequently be updated by Bank based upon information received by Bank including, without limitation, Accounts that are
paid and/or billed following the date of the Borrowing Base Report); provided, however, that Bank has the right, upon notice to
Borrower, to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions,
contingencies, or risks which could reasonably be expected to adversely affect the Collateral or its value.


 


“Borrowing Base Report”
is that certain report of the value of certain Collateral in the form specified by Bank to Borrower from time to time.


 


“Borrowing Resolutions”
are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and, if required under the
terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents
to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary
on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each
of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is
a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery,
and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute
the Loan Documents, including making (and executing if applicable) any Credit Extension request, on behalf of such Person, together
with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and
until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.


 



    26


    


    

 


“Business Day”
is any day that is not a Saturday, Sunday or a day on which Bank is closed.


 


“Cash Collateral Account”
is defined in Section 6.3(c).


 


“Cash Equivalents”
means (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.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market
funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a)
through (c) of this definition.


 


“Change in Control”
means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial
owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of forty-nine percent (49.0%)
or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis); (b) during
any period of twelve (12) consecutive months, a majority of the members of the board
of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that
board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body; or (c) at any time, Borrower
shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class
of outstanding capital stock of each Subsidiary of Borrower free and clear of all Liens (except Liens created by this Agreement
and Permitted Liens).


 


“Claims”
is defined in Section 12.3.


 


“Code” is
the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; 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, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction
other than the State of New York, 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.


 


“Commodity Account”
is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.


 


“Compliance Certificate”
is that certain certificate in the form attached hereto as Exhibit B.


 


“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, in each case, 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.


 



    27


    


    

 


“Control Agreement”
is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities
intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank
pursuant to which Bank obtains control (within the meaning of the Code) 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 of authorship
and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit Extension”
is any Advance, any Overadvance, or any other extension of credit by Bank for Borrower’s benefit.


 


“Currency”
is coined money and such other banknotes or other paper money as are authorized by law and circulate as a medium of exchange.


 


“Default Rate”
is defined in Section 2.4(b).


 


“Deferred Revenue”
is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.


 


“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 the account number ending 637 (last three digits) maintained by Borrower with Bank (provided, however, if
no such account number is included, then the Designated Deposit Account shall be any deposit account of Borrower maintained with
Bank as chosen by Bank).


 


“Dollars,”
“dollars” or use of the sign “$” means only lawful money of the United States and not any other
currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted
into lawful money of the United States.


 


“Dollar Equivalent”
is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing
rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign
Currency.


 


“Effective Date”
is defined in the preamble hereof.


 


“Eligible Accounts”
means Accounts owing to Borrower which arise in the ordinary course of Borrower’s business that meet all Borrower’s
representations and warranties in Section 5.3, that are due and owing from Account Debtors deemed creditworthy by Bank in its good
faith business judgment. Bank reserves the right at any time after the Effective Date, upon notice to Borrower, to adjust any of
the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in
writing, Eligible Accounts shall not include:


 


(a)          Accounts
(i) for which the Account Debtor is Borrower’s Affiliate, officer, employee, investor, or agent, or (ii) that are intercompany
Accounts;


 



    28


    


    

 


(b)          Accounts
that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;


 


(c)          Accounts
with credit balances over ninety (90) days from invoice date;


 


(d)          Accounts
owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been paid within
ninety (90) days of invoice date;


 


(e)          Accounts
owing from an Account Debtor (i) which does not have its principal place of business in the United States or (ii) whose billing
address (as set forth in the applicable invoice for such Account) is not in the United States, unless in the case of both (i) and
(ii) such Accounts are otherwise Eligible Accounts and supported by (A) letter(s) of credit acceptable to Bank in its sole discretion,
or (B) other credit enhancements acceptable to Bank in its sole discretion;


 


(f)          Accounts
billed from and/or payable to Borrower outside of the United States (sometimes called foreign invoiced accounts);


 


(g)          Accounts
in which Bank does not have a first priority, perfected security interest under all applicable laws;


 


(h)         Accounts
billed and/or payable in a Currency other than Dollars;


 


(i)          Accounts
owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor,
lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts);


 


(j)          Accounts
with or in respect of accruals for marketing allowances, incentive rebates, price protection, cooperative advertising and other
similar marketing credits, unless otherwise approved by Bank in writing;


 


(k)          Accounts
owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless
Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims
Act of 1940, as amended;


 


(l)          Accounts
with customer deposits and/or with respect to which Borrower has received an upfront payment, to the extent of such customer deposit
and/or upfront payment;


 


(m)          Accounts
for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale
or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;


 


(n)          Accounts
owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings
or pre-billings);


 


(o)          Accounts
subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to
completion or fulfillment requirements (sometimes called contracts accounts receivable, progress billings, milestone billings,
or fulfillment contracts);


 


(p)          Accounts
owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction
of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);


 



    29


    


    

 


(q)          Accounts
subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;


 


(r)          Accounts
owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower,
and the Account Debtor have entered into an agreement acceptable to Bank wherein the Account Debtor acknowledges that (i) it has
title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment
for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);


 


(s)          Accounts
for which the Account Debtor has not been invoiced;


 


(t)          Accounts
that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;


 


(u)          Accounts
for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days (including Accounts with a due
date that is more than ninety (90) days from invoice date);


 


(v)          Accounts
arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor;


 


(w)         Accounts
arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);


 


(x)          Accounts
in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account
Debtor is subject to an Insolvency Proceeding (whether voluntary or involuntary), or becomes insolvent, or goes out of business;


 


(y)          Accounts
owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred
Revenue);


 


(z)          Accounts
owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25.0%) of all Accounts, for the amounts
that exceed such percentage, unless Bank approves in writing; and


 


(aa)        Accounts for which Bank in its good faith
business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed”
or “recycled” invoices.


 


“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.


 


“ERISA”
is the Employee Retirement Income Security Act of 1974, and its regulations.


 


“Event of Default”
is defined in Section 8.


 


“Exchange Act”
is the Securities Exchange Act of 1934, as amended.


 


“Foreign Currency”
means lawful money of a country other than the United States.


 


“Foreign Subsidiary”
means any Subsidiary which is not a Subsidiary organized under the laws of the United States or any state or territory thereof
or the District of Columbia.


 


“Funding Date”
is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.


 



    30


    


    

 


“FX Contract”
is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank
a specific amount of Foreign Currency on a specified date.


 


“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, which
are applicable to the circumstances as of the date of determination.


 


“General Intangibles”
is 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 Intellectual Property, claims, income and other tax refunds, security
and other deposits, payment intangibles, contract rights, 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 Bank.


 


“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 within the meaning of GAAP as in effect on the Effective Date, and (d) Contingent Obligations.


 


“Indemnified Person”
is defined in Section 12.3.


 


“Initial Audit”
is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with results satisfactory
to Bank in its sole and absolute discretion.


 


“Initial Equity Financing”
means receipt by Borrower, after February 15, 2018, of unrestricted (including, without limitation, not being subject to any clawback,
redemption, escrow or similar contractual restriction) net cash proceeds in an amount of at least Nineteen Million Five Hundred
Thousand Dollars ($19,500,000.00) from the issuance of new equity securities of Parent Borrower.


 


“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.


 


“Intellectual Property”
means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:


 


(a)          its Copyrights,
Trademarks and Patents;


 



    31


    


    

 


(b)          any and
all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how and operating
manuals;


 


(c)          any and
all source code;


 


(d)          any and
all design rights which may be available to such Person;


 


(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.


 


“Intercreditor Agreement”
means that certain Intercreditor Agreement, dated as of the Effective Date by and among Bank and the Term Loan Lenders, as the
same may from time to time be amended, restated, modified or otherwise supplemented.


 


“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 Borrower’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
or capital contribution to any Person.


 


“Key Person”
is each of Borrower’s Chief Executive Officer and Chief Financial Officer.


 


“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.


 


“Loan Documents”
are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement,
the Term Loan Agreement, the Intercreditor Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes
or guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor
with or for the benefit of Bank, all as amended, restated, or otherwise modified.


 


“Material Adverse
Change” is (a) a material impairment in the perfection or priority of Bank’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) of Borrower;
or (c) a material impairment of the prospect of repayment of any portion of the Obligations.


 


“Monthly Financial
Statements” is defined in Section 6.2(c).


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, fees, the Termination Fee, the Anniversary Fees,
the Unused Revolving Line Facility Fee, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this Agreement,
the other Loan Documents, or otherwise, including, without limitation, all obligations relating to Bank Services and interest accruing
after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s
duties under the Loan Documents.


 



    32


    


    

 


“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.


 


“Ordinary Course Third-Party
Collateral Locations” are: (a) any locations at which Inventory or Equipment is stored or installed for sales, testing
or demonstration purposes for less than three consecutive months in the ordinary course of business and (b) Ordinary Course Customer/Collaborator
Collateral Locations.


 


“Ordinary Course Customer/Collaborator
Collateral Locations” are, in each case in the ordinary course of business, (a) customer locations at which Inventory
or Equipment is installed in connection with customer product evaluation agreements and (b) partner or collaborator locations at
which Inventory or Equipment is installed in connection with partnership or collaboration agreements with Borrower, and, in each
case, where such Inventory or Equipment is located at such location for more than three consecutive months.


 


“Overadvance”
is defined in Section 2.3.


 


“Parent Borrower”
is defined in the preamble hereof.


 


“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 last calendar day of each month.


 


“Perfection Certificate”
is defined in Section 5.1.


 


“Permitted Indebtedness”
is:


 


(a)          Borrower’s
Indebtedness to Bank under this Agreement and the other Loan Documents;


 


(b)          Indebtedness
existing on the Effective Date which is shown on the Perfection Certificate;


 


(c)          Subordinated
Debt;


 


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


 


(e)          Indebtedness
secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder;


 


(f)          Indebtedness
incurred as a result of endorsing negotiable instruments received in the ordinary course of business;


 


(g)          unsecured
reimbursement obligations in connection with corporate credit cards (other than those maintained with Bank), not to exceed Two
Hundred Fifty Thousand Dollars ($250,000.00) outstanding at any time;


 


(h)          Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts in the ordinary course
of business;


 


(i)          Indebtedness
consisting of obligations under real property leases in the ordinary course of business; and


 



    33


    


    

 


(j)          extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (i) above, provided
that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower
or its Subsidiary, as the case may be.


 


“Permitted Investments”
are:


 


(a)          Investments
(including, without limitation, Subsidiaries) existing on the Effective Date which are shown on the Perfection Certificate;


 


(b)          Investments
consisting of Cash Equivalents;


 


(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 (but only to the extent that Borrower is permitted to maintain such accounts pursuant to Section
6.8 of this Agreement) in which Bank has a first priority perfected security interest (except for accounts with respect to which
Bank has agreed to not require a Control Agreement in its sole and absolute discretion);


 


(e)          Investments
accepted in connection with Transfers permitted by Section 7.1;


 


(f)          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 the Board;


 


(g)          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;


 


(h)          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 (h) shall not apply to Investments of Borrower in any Subsidiary;


 


(i)          joint
ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of
technology and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in
respects other than territory and that may be exclusive as to territory only as to discrete geographical areas outside of the United
States, the development of technology or the providing of technical support, provided that any cash investments by Borrower in
such joint ventures or strategic alliances do not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate in any fiscal
year; and


 


(j)          Investments
by Borrower in The Organization for Occupational Radiation Safety in Interventional Fluoroscopy for the ordinary and necessary
current operating expenses of such Subsidiary in an aggregate amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00)
in any calendar year.


 


“Permitted Liens”
are:


 


(a)          Liens
existing on the Effective Date which are shown on the Perfection Certificate or arising under this Agreement or 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 Borrower’s 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;


 



    34


    


    

 


(c)          purchase
money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment
securing no more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate amount outstanding, or (ii) existing on
Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;


 


(d)          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;


 


(e)          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 Two Hundred Fifty Thousand
Dollars ($250,000.00) 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;


 


(f)          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);


 


(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 Bank a security interest therein;


 


(h)          non-exclusive
licenses of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property
that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory
and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;


 


(i)          Liens
arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections
8.4 and 8.7;


 


(j)          Liens
in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at
such institutions, provided that (i) Bank has a first priority perfected security interest in the amounts held in such deposit
and/or securities accounts (except for accounts with respect to which Bank has agreed to not require a Control Agreement in its
sole and absolute discretion) and (ii) such accounts are permitted to be maintained pursuant to Section 6.8 of this Agreement;
and


 


(k)          Liens
with respect to security deposits given by Borrower to secure real estate leases not exceeding One Hundred Thousand Dollars ($100,000.00)
in the aggregate outstanding at any time.


 


“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.


 


“Prime Rate”
is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor
publication thereto as the “prime rate” then in effect; provided that, if such rate of interest, as set forth from
time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the
“Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal
office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged
by Bank in connection with extensions of credit to debtors).


 



    35


    


    

 


“Registered Organization”
is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.


 


“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.


 


“Reserves”
means, as of any date of determination, such amounts as Bank may from time to time establish and revise in its good faith business
judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a)
to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may
adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without
limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or
(iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority
thereof); or (b) to reflect Bank's reasonable belief that any collateral report or financial information furnished by or on behalf
of Borrower or any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in
respect of any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or both,
constitute an Event of Default.


 


“Responsible Officer”
is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.


 


“Restricted License”
is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts
Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or
(b) for which a default under or termination of could interfere with Bank’s right to sell any Collateral.


 


“Revolving Line”
is an aggregate principal amount equal to Three Million Dollars ($3,000,000.00).


 


“Revolving Line Maturity
Date” is the earlier to occur of (a) March 1, 2022 and (b) the acceleration of any Term Loan (as defined in the Term
Loan Agreement).


 


“SEC” shall
mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.


 


“Secured Guarantor”
is any Guarantor with respect to which Bank has a first priority security interest (subject only to Permitted Liens that are permitted
pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement) in all of such Guarantor’s
personal property.


 


“Securities Account”
is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.


 


“Securities Corp.”
is Corindus Security Corporation, a Massachusetts securities corporation and a Subsidiary of Borrower.


 


“Specified Affiliate”
is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownership securities or interests,
voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower, and/or (b) whose
equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s total outstanding
combined voting power are owned or held directly or indirectly, beneficially or of record, by Borrower.


 


“Subordinated Debt”
is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to
a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank
and the other creditor), on terms acceptable to Bank.


 



    36


    


    

 


“Subsidiary”
is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall
be a reference to a Subsidiary of Borrower or Guarantor.


 


“Subsidiary Borrower”
is defined in the preamble hereof.


 


“Term Loan Agreement”
is that certain Loan and Security Agreement (Term Loan) dated as of even date herewith between Borrower and SVB, as may be amended,
modified, supplemented and/or restated from time to time.


 


“Term Loan Lenders”
means, collectively, Bank in its capacity as a lender and as collateral agent under the Term Loan Agreement and Solar Capital Ltd.
as a lender under the Term Loan Agreement.


 


“Termination Fee”
is defined in Section 2.5(c) of this Agreement.


 


“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.


 


“Unused Revolving
Line Facility Fee” is defined in Section 2.5(d) of this Agreement.


 


[Signature page follows.]


 




    37


    


    

 


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


 





	 	BORROWER:
	 	 	 
	 	CORINDUS VASCULAR ROBOTICS, INC.
	 	 	 	 
	 	By	/s/
    David W. Long
	 	 	 
	 	Name:	David
    W. Long
	 	 	 
	 	Title:	Chief Financial Officer and Senior Vice President
	 	 	 
	 	CORINDUS, INC.
	 	 	 
	 	By	/s/
    David W. Long
	 	 	 
	 	Name:	David
    W. Long
	 	 	 
	 	Title:	Chief
    Executive Officer 
	 	 	 
	 	COLLATERAL AGENT AND LENDER:
	 	 	 
	 	SILICON VALLEY BANK
	 	 	 
	 	By	/s/
    Sam Subilia
	 	 	 
	 	Name:	Sam Subilia
	 	 	 
	 	Title:	Vice President




 



    


    


    

 


EXHIBIT A - COLLATERAL DESCRIPTION


 


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 provided below), commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, deposit accounts, 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 (a) with respect to stock in Foreign Subsidiaries, more than sixty-five percent (65.0%) of the
presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary
which shares entitle the holder thereof to vote for directors or any other matter; (b) rights held under a license (with respect
to which Borrower is the licensee) that are not assignable by their terms without the consent of the licensor thereof (but only
to the extent such restriction on assignment is enforceable under applicable law); (c) any interest of Borrower as a lessee or
sublessee under a real property lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting
a security interest in such lease or under which such an assignment or Lien would cause a default to occur under such lease (but
only to the extent that such prohibition is enforceable under all applicable laws including, without limitation, the Code); provided,
however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Borrower
or Bank; or (d) 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 Bank’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 Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s
prior written consent.


 




    


    


    

 


EXHIBIT B





COMPLIANCE
CERTIFICATE


 





	TO:	SILICON
    VALLEY BANK	Date:	 
	FROM:	CORINDUS VASCULAR
    ROBOTICS, INC. and 

    CORINDUS, INC.	 	 




 


The undersigned authorized officer
of CORINDUS VASCULAR ROBOTICS, INC. and CORINDUS, INC. (jointly and severally, individually and collectively, “Borrower”)
certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”),
(1) Borrower is in compliance for the period ending _______________ with all required covenants except as noted below, (2) there
are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects
on this date except as noted below; 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, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns
and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been
levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of which
Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification.
The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except
as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time
or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined
not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings
given them in the Agreement.


 


	Please indicate compliance status by circling Yes/No under “Complies” column.
	 
	Reporting Covenants	Required	Complies
	 	 	 
	Monthly financial statements with 

Compliance Certificate	Monthly within 30 days	Yes   No
	Annual financial statements	FYE within 90 days#	Yes   No
	10-Q, 10-K and 8-K	
        Within 5 days after filing with

        SEC#
	Yes   No
	
        A/R & A/P Agings and Deferred Revenue

        Report
	Monthly within 30 days	Yes   No   N/A##
	Borrowing Base Reports	Monthly within 30 days	Yes   No   N/A##
	Board approved projections	
        30 days after Board approval, and

        within 5 Business Days of any amendments/updates
	Yes   No


 


# To the extent these documents are included in
materials otherwise filed with the SEC, they are deemed 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.


 


## Not required prior to the first month in which
the initial Advance is made.


 


	Financial Covenant	Required	Actual	Complies
	 	 	 	 
	Maintain as indicated:	 	 	 
	Consolidated Revenue (trailing 6-month; tested monthly)	> $_________*	$_________	Yes   No  N/A**


 


* As set forth in Section 6.9
of the Agreement





** Only tested following the
first Advance or the first Term B Loan


 



    


    


    

 


The following financial covenant
analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.


 


The following are the exceptions
with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 





 


 





 





	CORINDUS VASCULAR ROBOTICS,
    INC.	 	BANK USE ONLY
	CORINDUS, INC.	 	 
	 	 	Received by: 	 	 
	By:	 	 	authorized signer	 
	Name:	 	 	 
	Title:	 	 	Date:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Verified:


	 	 	 
	 	 	authorized signer	 
	 	 	 
	 	 	Date:	 	 	 	 
	 	 	 
	 	 	Compliance Status:	    Yes     
No	 




 




    


    


    

 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrower


 


In the event of a conflict between this Schedule and the Agreement,
the terms of the Agreement shall govern.


 


Dated:  ____________________


 


		I.	Consolidated Revenue (trailing 6-month; tested monthly)
(calculated on a consolidated basis for Borrower and its Subsidiaries) (Section 6.9)



 


Required: Amount set forth below.


 


	6-Month
    Period Ending	 	 	Minimum Revenue	 
	March 31, 2018	 	 	$	5,991,248.00	 
	April 30, 2018	 	 	$	6,040,436.00	 
	May 31, 2018	 	 	$	6,051,066.00	 
	June 30, 2018	 	 	$	6,990,900.00	 
	July 31, 2018	 	 	$	7,025,564.00	 
	August 31, 2018	 	 	$	7,077,560.00	 
	September 30, 2018	 	 	$	8,724,100.00	 
	October 31, 2018	 	 	$	8,759,380.00	 
	November 30, 2018	 	 	$	8,812,300.00	 
	December 31, 2018	 	 	$	10,488,100.00	 
	January 31, 2019	 	 	$	10,507,357.00	 
	February 28, 2019	 	 	$	10,536,243.00	 
	March 31, 2019	 	 	$	11,450,950.00	 
	April 30, 2019	 	 	$	11,502,536.00	 
	May 31, 2019	 	 	$	11,579,915.00	 
	June 30, 2019	 	 	$	14,030,250.00	 
	July 31, 2019	 	 	$	14,124,825.00	 
	August 31, 2019	 	 	$	14,266,688.00	 




 



    


    


    

 


	September 30, 2019	 	 	$	18,759,000.00	 
	October 31, 2019	 	 	$	18,871,346.00	 
	November 30, 2019	 	 	$	19,039,865.00	 
	December 31, 2019	 	 	$	24,376,300.00	 
	January 31, 2020	 	 	$	24,469,970.00	 
	February 29, 2020	 	 	$	24,610,475.00	 
	March 31, 2020	 	 	$	29,059,800.00	 
	April 30, 2020	 	 	$	29,153,074.00	 
	May 31, 2020	 	 	$	29,292,985.00	 
	June 30, 2020	 	 	$	33,723,500.00	 
	July 31, 2020	 	 	$	33,890,210.00	 
	August 31, 2020	 	 	$	34,140,275.00	 
	September 30, 2020	 	 	$	42,059,000.00	 
	October 31, 2020	 	 	$	42,290,260.00	 
	November 30, 2020	 	 	$	42,637,150.00	 
	December 31, 2020	 	 	$	53,622,000.00	 
	January 31, 2021	 	 	$	54,090,250.00	 
	February 28, 2021	 	 	$	54,792,625.00	 
	March 31, 2021	 	 	$	77,034,500.00	 
	April 30, 2021	 	 	$	77,483,840.00	 
	May 31, 2021	 	 	$	78,157,850.00	 
	June 30, 2021	 	 	$	99,501,500.00	 
	July 31, 2021	 	 	$	99,674,600.00	 
	August 31, 2021	 	 	$	99,934,250.00	 
	September 30, 2021	 	 	$	108,156,500.00	 
	October 31, 2021	 	 	$	108,288,470.00	 
	November 30, 2021	 	 	$	108,486,425.00	 
	December 31, 2021	 	 	$	114,755,000.00	 
	January 31, 2022 and thereafter	 	 	 	To be set in accordance with the terms of Section 6.9	 



 


Actual:     $____________


 


Is the actual amount equal to or greater than the required amount set
forth above?


 





	 	   No, not in compliance	 	   Yes, in compliance