EX-10.18



 Exhibit 10.18 

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT 

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 20, 2017,
by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and BIONANO GENOMICS, INC., a Delaware corporation (“Borrower”). 

RECITALS 

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of March 8, 2016, as amended from time
to time, including by that certain First Amendment to Loan and Security Agreement dated as of December 9, 2016, and that certain Second Amendment to Loan and Security Agreement dated as of May 2, 2017 (collectively, the
“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment. 
 NOW,
THEREFORE, the parties agree as follows: 
 1. The following defined terms in Section 1.1 of the Agreement hereby are
added, amended or restated as follows: 
 “Third Amendment Effective Date” means November 20, 2017.”

 2. New subsection (e) hereby is added to the end of Section 2.6 of the Agreement to read as follows: 

“(e) Third Amendment Fee. An amendment fee equal to Seventeen Thousand Five Hundred Dollars ($17,500) (the
“Third Amendment Fee”) which shall be nonrefundable, due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to
Section 2.2(c) or (d).” 
 3. Section 6.8 of the Agreement hereby is amended and restated in its entirety to read
as follows: 
 “6.8 Funding Milestones. 

(i) On or after the Third Amendment Effective Date and on or before November 27, 2017, Borrower shall have received at
least One Million Five Hundred Thousand Dollars ($1,500,000) of gross cash proceeds (provided that Borrower shall only incur a reasonable amount of transaction expenses in connection therewith) from the sale or issuance of its equity securities or
Subordinated Debt to investors and on terms and conditions reasonably acceptable to Bank. 
 (ii) On or after the Third
Amendment Effective Date and on or before December 31, 2017, Borrower shall have received at least Fifteen Million Dollars ($15,000,000) (excluding amounts received in connection with 6.8(i)) of gross cash prgceeds (provided that Borrower shall
only incur a reasonable amount of transaction expenses in connection therewith) from the sale or issuance of its equity securities or Subordinated Debt to investors and on terms and conditions reasonably acceptable to Bank.” 

4. Exhibit C to the Agreement hereby is replaced with Exhibit C attached hereto. 

5. Exhibit D to the Agreement hereby is replaced with Exhibit D attached hereto. 

6. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank,
shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not
affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 

  
 1 








 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written. 
  

			
	 BIONANOGENOMICS, INC., a Delaware

corporation

		
	 By:
	 	 /s/ R. Erik Holmlin

		
	 Name
	 	 R. Erik Holmlin

		
	 Title:
	 	 CEO

	
	 WESTERN ALLIANCE BANK, an Arizona

corporation

		
	 By:
	 	 /s/ Lindsay Fouty

		
	 Name:
	 	 Lindsay Fouty

		
	 Title:
	 	 VP, Portfolio Management



 [Signature Page to Third Amendment to Loan and Security
Agreement] 







 EXHIBIT C 

2017 annual financial projections (effective as of September 30, 2017) 

[to be attached] 








																																																													
	 	 	 	 	 	Financial Performance for 2017	 	 	 	 
	 	 	 	 	 	January	 	 	February	 	 	March	 	 	April	 	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 	 	November	 	 	December	 	 	Full Year	 	 	 	 
				 	 Revenue:
	 			 	 				 				 				 			 	 				 			 	 				 			 	 				 				 				 			 	 			
				 	 Instrument 
	 	 	$13,700	 	 	 	$7,659	 	 	 	$1,341,799	 	 	 	 $794,847	 	 	 	$330,998	 	 	 	$657,989	 	 	 	$1,179,420	 	 	 	$304,200	 	 	 	$810,000	 	 	 	$540,000	 	 	 	$540,000	 	 	 	$1,080,000	 	 	 	$7,600,612	 	 			
				 	 Cartridge 
	 	 	$16,958	 	 	 	$83,660	 	 	 	$60,090	 	 	 	$85,065	 	 	 	$17,383	 	 	 	$51,361	 	 	 	$102,174	 	 	 	$45,000	 	 	 	$134,000	 	 	 	$94,200 	 	 	 	$94,200 	 	 	 	$139,750	 	 	 	$923,841	 	 			
				 	 Kit 
	 	 	$18,245 	 	 	 	$24,844 	 	 	 	$26,893 	 	 	 	$22,421	 	 	 	$21,320 	 	 	 	$34,050 	 	 	 	$35,857 	 	 	 	$38,200 	 	 	 	$40,200 	 	 	 	$32,970 	 	 	 	$32,970 	 	 	 
	$41,925 
	 
	 	 	$369,894 	 	 			
				 	 Other 
	 	 	$40,421 	 	 	 	$40,421 	 	 	 	$38,963 	 	 	 	$46,849 	 	 	 	$39,928 	 	 	 	$41,711 	 	 	 	$57,885 	 	 	 	$43,000 	 	 	 	$40,000 	 	 	 	$40,000 	 	 	 	$40,000 	 	 	 	$40 000 	 	 	 	$509,178 	 	 			
				 	 Service 
	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$30,000	 	 	 	$15,000	 	 	 	$0	 	 	 	$25,000	 	 	 	$5,000	 	 	 	$5,000	 	 	 	$5,000	 	 	 	$5,000	 	 	 
	$90,000
	 
	 			
				 	 Grant 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$0	 	 			
				 	 Total Revenue 
	 	 	$89,324	 	 	 	$156,584	 	 	 	$1,467,745	 	 	 	$949,182	 	 	 	$439,629	 	 	 	$800,111	 	 	 	$1,375,336	 	 	 	$455,400	 	 	 	$1,029,200	 	 	 	$712,170	 	 	 	$712,170	 	 	 	$1,306,675	 	 	 	$9,493,525	 	 			
				 		 			 	 				 				 				 			 	 				 			 	 				 			 	 				 				 				 			 	 			
				 	 Total COGS 
	 	 	$41,899	 	 	 	$53,578	 	 	 	$1,186,116	 	 	 	$592,872	 	 	 	$278,326	 	 	 	$457,664	 	 	 	$871,520	 	 	 	$251,768	 	 	 	$597,168	 	 	 	$419,289	 	 	 	$419,289	 	 	 	$764,192	 	 	 	$5,933,680	 	 			
				 		 			 	 				 				 				 			 	 				 			 	 				 			 	 				 				 				 			 	 			
				 	 Gross Margin 
	 	 	$47,425	 	 	 	$103,006	 	 	 	$281,629	 	 	 	$356,309	 	 	 	$161,304	 	 	 	$342,446	 	 	 	$503,816	 	 	 	$203,632	 	 	 	$432,032	 	 	 	$292,881	 	 	 	$292,881	 	 	 	$542,483	 	 	 	$3,559,845	 	 			
				 	 GM% 
	 	 	53.1%	 	 	 	65.8%	 	 	 	19.2%	 	 	 	37.5%	 	 	 	36.7%	 	 	 	42.8%	 	 	 	36.6%	 	 	 	44.7%	 	 	 	42.0%	 	 	 	41.1%	 	 	 	41.1%	 	 	 	41.5%	 	 	 	37.5%	 	 			
			 		 	 	 		 		 		 	 	 	
				 	 Operating Expenses:
	 			 	 				 				 				 			 	 				 			 	 				 			 	 				 				 				 			 	 			
				 	 Operations 
	 	 	$125,771 	 	 	 	$140,448 	 	 	 	$134,904 	 	 	 	$142,828 	 	 	 	$156,464 	 	 	 	$192,303 	 	 	 	$153,144 	 	 	 	$153,144 	 	 	 	$124,835 	 	 	 	$123,585 	 	 	 	$123,585 	 	 	 	$124,835 	 	 	 	$1,695,846	 	 			
				 	 General & Administrative 
	 	 	$402,408 	 	 	 	$323,674 	 	 	 	$538,195 	 	 	 
	$345,803
	 
	 	 
	$343,881
	 
	 	 
	$657,919
	 
	 	 
	$468,612
	 
	 	 
	$643,881
	 
	 	 	$518,506	 	 	 	$341,150	 	 	 	$329,150	 	 	 	$468,506	 	 	 	$5,381,686	 	 			
				 	 Sales & Marketing 
	 	 
	$547,824
	 
	 	 
	$461,654
	 
	 	 
	$793,393
	 
	 	 
	$721,478
	 
	 	 
	$454,213
	 
	 	 
	$599,853
	 
	 	 
	$489,833
	 
	 	 
	$489,833
	 
	 	 
	$804,506
	 
	 	 
	$473,199
	 
	 	 
	$454,099
	 
	 	 
	$804,506
	 
	 	 	$7,094,389	 	 			
				 	 Research 
	 	 
	$111,001
	 
	 	 
	$128,959
	 
	 	 
	$163,839
	 
	 	 
	$139,702
	 
	 	 
	$126,091
	 
	 	 
	$173,282
	 
	 	 
	$114,639
	 
	 	 
	$114,639
	 
	 	 
	$0
	 
	 	 
	$0
	 
	 	 
	$0
	 
	 	 
	$0
	 
	 	 	$1,072,152	 	 			
				 	 Development 
	 	 	$920,535	 	 	 	$790,998	 	 	 
	$948,410
	 
	 	 	$985,590	 	 	 	$1,011,837	 	 	 	$797,226	 	 	 	$804,952	 	 	 	$804,952	 	 	 	$548,518	 	 	 	$488,995	 	 	 	$494,995	 	 	 	$548,518	 	 	 	$9,145,525	 	 			
				 	 Total Operating Expenses 
	 	 
	$2,107,539
	 
	 	 
	$1,845,733
	 
	 	 
	$2,578,741
	 
	 	 
	$2,335,400
	 
	 	 
	$2,092,485
	 
	 	 
	$2,420,582
	 
	 	 
	$2,031,180
	 
	 	 
	$2,206,449
	 
	 	 
	$1,996,365
	 
	 	 
	$1,426,929
	 
	 	 
	$1,401,829
	 
	 	 
	$1,946,365
	 
	 	 
	$24,389,599
	 
	 			
	 	 	 	 	 % of Rev 

 
	 	   
	2359.4%  
	   
	 	   
	1178.7%  
	   
	 	   
	175.7%  
	   
	 	   
	246.0%  
	   
	 	   
	476.0%  
	   
	 	   
	302.5%  
	   
	 	   
	147.7%  
	   
	 	   
	484.5%  
	   
	 	   
	194.0%  
	   
	 	   
	200.4%  
	   
	 	   
	196.8%  
	   
	 	   
	149.0%  
	   
	 	   
	256.9%  
	   
	 			
	 	 	 	 	 Total
Operating Income 
	 	 	($2,060,114	) 	 	 	($1,742,727	) 	 	 	($2,297,112	) 	 	 	($1,979,091	) 	 	 	($1,931,182	) 	 	 	($2,078,136	) 	 	 	($1,527,364	) 	 	 	($2,002,817	) 	 	 	($1,564,333	) 	 	 	($1,134,048	) 	 	 	($1,108,948	) 	 	 	($1,403,882	) 	 	 	($20,829,754	) 	 			
			 		 	 	 		 		 		 	 	 	
	 	 	 	 	 Other Expense/(Income) 

 
	 	   
	 $45,324 
	   
	 	   
	 $45,988 
	   
	 	   
	 $89,357 
	   
	 	   
	 $48,950 
	   
	 	   
	 $49,138 
	   
	 	   
	 $6,927 
	   
	 	   
	 $69,778 
	   
	 	   
	 $45,000 
	   
	 	   
	 $45,000 
	   
	 	   
	 $45,000 
	   
	 	   
	 $45,000 
	   
	 	   
	 $45,000 
	   
	 	   
	 $580,462 
	   
	 			
	 	 	 	 	 Net
Income 
	 	 	($2,105,438	) 	 	 	($1,788,715	) 	 	 	($2,386,469	) 	 	 	($2,028,042	) 	 	 	($1,980,319	) 	 	 	($2,085,063	) 	 	 	($1,597,142	) 	 	 	($2,047,817	) 	 	 	($1,609,333	) 	 	 	($1,179,048	) 	 	 	($1,153,948	) 	 	 	($1,448,882	) 	 	 	($21,410,216	) 	 			
	 	 	 	 			









																																																											
	 	 	 	 	Financial Performance for 2017	 	 	 	 
	 	 	 	 	January	 	 	February	 	 	March	 	 	April	 	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 	 	November	 	 	December	 	 	Full Year	 	 	 	 
	 Balance Sheet
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Assets:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Cash
	 		 	 	3,690,459	 	 	 	6,002,291	 	 	 	4,793,007	 	 	 	2,843,537	 	 	 	3,188,432	 	 	 	5,714,454	 	 	 	4,557,885	 	 	 	4,791,410	 	 	 	3,281,887	 	 	 	2,297,680	 	 	 	1,639,603	 	 	 	83,057	 	 				 			
	 Receivables
	 		 	 	1,490,768	 	 	 	1,219,876	 	 	 	1,983,595	 	 	 	2,281,781	 	 	 	1,440,721	 	 	 	1,409,137	 	 	 	2,131,773	 	 	 	1,951,773	 	 	 	2,130,773	 	 	 	2,042,773	 	 	 	1,725,743	 	 	 	2,320,248	 	 				 			
	 Prepaid
	 		 	 	1,388,023	 	 	 	1,624,149	 	 	 	3,585,679	 	 	 	3,183,223	 	 	 	3,863,488	 	 	 	3,903,122	 	 	 	2,624,011	 	 	 	3,224,011	 	 	 	2,954,011	 	 	 	2,954,011	 	 	 	2,954,011	 	 	 	2,554,011	 	 				 			
	 Inventory
	 		 	 	1,838,196	 	 	 	1,931,940	 	 	 	2,095,794	 	 	 	2,097,262	 	 	 	1,712,060	 	 	 	1,544,022	 	 	 	2,158,299	 	 	 	2,158,299	 	 	 	1,958,299	 	 	 	1,958,299	 	 	 	2,008,299	 	 	 	2,008,299	 	 				 			
	 Other Current Assets
	 		 	 	34,942	 	 	 	24,523	 	 	 	29,894	 	 	 	25,606	 	 	 	7,838	 	 	 	3,148	 	 	 	3,148	 	 	 	3,148	 	 	 	3,148	 	 	 	3,148	 	 	 	3,148	 	 	 	3,148	 	 				 			
	 Current Assets
	 		 	 	8,442,388	 	 	 	10,802,778	 	 	 	12,487,970	 	 	 	10,431,409	 	 	 	10,212,538	 	 	 	12,573,883	 	 	 	11,475,115	 	 	 	12,128,641	 	 	 	10,328,118	 	 	 	9,255,910	 	 	 	8,330,803	 	 	 	6,968,762	 	 				 			
																
	 PP&E
	 		 	 	3,797,088	 	 	 	3,696,791	 	 	 	3,626,030	 	 	 	3,511,898	 	 	 	3,552,463	 	 	 	3,445,249	 	 	 	3,338,034	 	 	 	3,381,019	 	 	 	3,277,019	 	 	 	3,189,988	 	 	 	3,087,957	 	 	 	2,985,926	 	 				 			
	 Intangible Assets
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Other Non-Current Assets
	 		 	 	69,619	 	 	 	67,308	 	 	 	64,997	 	 	 	62,686	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Non-Current Assets
	 		 	 	3,866,707	 	 	 	3,764,099	 	 	 	3,691,027	 	 	 	3,574,584	 	 	 	3,552,463	 	 	 	3,445,249	 	 	 	3,338,034	 	 	 	3,381,019	 	 	 	3,277,019	 	 	 	3,189,988	 	 	 	3,087,957	 	 	 	2,985,926	 	 				 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	
TOTAL ASSETS
	 	 	 	 	12,309,095	 	 	 	14,566,876	 	 	 	16,178,996	 	 	 	14,005,993	 	 	 	13,765,002	 	 	 	16,019,132	 	 	 	14,813,149	 	 	 	15,509,660	 	 	 	13,605,137	 	 	 	12,445,898	 	 	 	11,418,761	 	 	 	9,954,689	 	 				 			
																
	 Liabilities:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Accounts Payable
	 		 	 	976,172	 	 	 	800,585	 	 	 	2,374,274	 	 	 	1,579,108	 	 	 	1,468,825	 	 	 	1,311,368	 	 	 	1,565,397	 	 	 	1,565,397	 	 	 	1,445,397	 	 	 	1,445,397	 	 	 	1,545,397	 	 	 	1,545,397	 	 				 			
	 Unearned Revenue
	 		 	 	570,774	 	 	 	555,021	 	 	 	534,348	 	 	 	502,160	 	 	 	372,898	 	 	 	366,977	 	 	 	364,771	 	 	 	376,771	 	 	 	374,271	 	 	 	371,771	 	 	 	369,271	 	 	 	366,771	 	 				 			
	 Other Current Liabilities
	 		 	 	2,277,994	 	 	 	2,362,163	 	 	 	2,392,354	 	 	 	2,582,442	 	 	 	3,307,167	 	 	 	3,187,148	 	 	 	3,473,172	 	 	 	3,473,172	 	 	 	3,473,172	 	 	 	3,473,172	 	 	 	3,473,172	 	 	 	3,473,172	 	 				 			
	 Payroll Liabilities
	 		 	 	1,621,893	 	 	 	804,389	 	 	 	1,126,400	 	 	 	1,155,482	 	 	 	1,081,551	 	 	 	1,443,132	 	 	 	1,382,738	 	 	 	1,132,738	 	 	 	992,738	 	 	 	1,027,738	 	 	 	1,069,738	 	 	 	1,069,738	 	 				 			
	 Tax Liabilities
	 		 	 	111,677	 	 	 	112,831	 	 	 	136,746	 	 	 	127,471	 	 	 	149,197	 	 	 	150,663	 	 	 	151,391	 	 	 	151,391	 	 	 	151,391	 	 	 	151,391	 	 	 	151,391	 	 	 	151,391	 	 				 			
	 Short-Term Debt
	 		 	 	1,944,444	 	 	 	2,138,889	 	 	 	2,333,333	 	 	 	2,527,778	 	 	 	2,640,769	 	 	 	2,835,214	 	 	 	3,029,658	 	 	 	3,224,102	 	 	 	3,418,546	 	 	 	3,612,990	 	 	 	3,807,434	 	 	 	4,001,878	 	 				 			
	 Current Liabilities
	 		 	 	7,502,954	 	 	 	6,773,876	 	 	 	8,897,457	 	 	 	8,474,440	 	 	 	9,020,408	 	 	 	9,294,502	 	 	 	9,967,127	 	 	 	9,923,571	 	 	 	9,855,515	 	 	 	10,082,459	 	 	 	10,416,403	 	 	 	10,608,347	 	 				 			
																
	 Long-Term Debt
	 		 	 	5,055,556	 	 	 	4,861,111	 	 	 	4,666,667	 	 	 	4,472,222	 	 	 	4,051,102	 	 	 	3,858,969	 	 	 	3,666,835	 	 	 	3,474,701	 	 	 	3,282,567	 	 	 	3,090,433	 	 	 	2,898,299	 	 	 	2,706,165	 	 				 			
	 Other Long-Term Liability
	 		 	 	980,386	 	 	 	967,970	 	 	 	955,555	 	 	 	943,139	 	 	 	930,724	 	 	 	918,308	 	 	 	900,579	 	 	 	885,579	 	 	 	870,579	 	 	 	855,579	 	 	 	840,579	 	 	 	825,579	 	 				 			
	 Long-Term Liabilities
	 		 	 	6,035,942	 	 	 	5,829,082	 	 	 	5,622,222	 	 	 	5,415,362	 	 	 	4,981,826	 	 	 	4,777,277	 	 	 	4,567,414	 	 	 	4,360,280	 	 	 	4,153,146	 	 	 	3,946,012	 	 	 	3,738,878	 	 	 	3,531,744	 	 				 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	
TOTAL LIABILITIES
	 	 	 	 	13,538,895	 	 	 	12,602,958	 	 	 	14,519,678	 	 	 	13,889,802	 	 	 	14,002,234	 	 	 	14,071,779	 	 	 	14,534,541	 	 	 	14,283,851	 	 	 	14,008,661	 	 	 	14,028,471	 	 	 	14,155,281	 	 	 	14,140,091	 	 				 			
		 		 				 				 				 	 	(12,416	) 	 	 	(12,416	) 	 	 	(12,416	) 	 	 	(17,730	) 	 				 	 	(15,000	) 	 	 	(15,000	) 	 	 	(15,000	) 	 	 	(15,000	) 	 				 			
	 Equity:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Share Capital
	 		 	 	6,871	 	 	 	6,871	 	 	 	6,871	 	 	 	6,871	 	 	 	11,853	 	 	 	11,853	 	 	 	11,853	 	 	 	6,870	 	 	 	6,870	 	 	 	6,870	 	 	 	6,870	 	 	 	6,870	 	 				 			
	 Additional Paid-in-Capital
	 		 	 	112,167,907	 	 	 	117,167,907	 	 	 	119,257,907	 	 	 	119,757,907	 	 	 	121,381,439	 	 	 	125,682,444	 	 	 	125,630,763	 	 	 	128,630,763	 	 	 	128,630,763	 	 	 	128,630,763	 	 	 	128,630,763	 	 	 	128,630,763	 	 				 			
	 Warrants
	 		 	 	4,487,807	 	 	 	4,487,807	 	 	 	4,487,407	 	 	 	4,487,807	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 	 	4,585,312	 	 				 			
	 Share Issue Costs
	 		 	 	(1,031,112	) 	 	 	(1,049,372	) 	 	 	(1.056,037	) 	 	 	(1,068,500	) 	 	 	(1,153,677	) 	 	 	(1,171,749	) 	 	 	(1,184,743	) 	 	 	(1,184,743	) 	 	 	(1,204,743	) 	 	 	(1,204,743	) 	 	 	(1,204,743	) 	 	 	(1,204,743	) 	 				 			
	 Shareholders Equity
	 		 	 	115,631,473	 	 	 	120,613,213	 	 	 	122,696,547	 	 	 	123,184,084	 	 	 	124,824,927	 	 	 	129,107,859	 	 	 	129,043,183	 	 	 	132,038,201	 	 	 	132,018,201	 	 	 	132,018,201	 	 	 	132,018,201	 	 	 	132,018,201	 	 				 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Retained Earnings (Loss)
	 		 	 	($116,861,272	) 	 	 	($118,649,292	) 	 	 	($121,037,227	) 	 	 	($123,067,891	) 	 	 	($125,062,159	) 	 	 	($127,160,506	) 	 	 	($128,764,575	) 	 	 	($130,812,392	) 	 	 	($132,421,725	) 	 	 	($133,600,773	) 	 	 	($134,754,721	) 	 	 	($136,203,603	) 	 				 			
	
TOTAL EQUITY
	 	 	 	 	($1,229,800	) 	 	 	$1,963,921	 	 	 	$1,659,320	 	 	 	$116,193	 	 	 	($237,232	) 	 	 	$1,947,353	 	 	 	$278,638	 	 	 	$1,225,808	 	 	 	($403,525	) 	 	 	($1,582,572	) 	 	 	($2,736,520	) 	 	 	($4,185,402	) 	 				 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	
TOTAL LIABILITIES & EQUITY
	 	 	 	 	12,309,096	 	 	 	14,566,879	 	 	 	16,178,999	 	 	 	14,005,995	 	 	 	13,765,002	 	 	 	16,019,132	 	 	 	14,813,149	 	 	 	15,509,660	 	 	 	13,605,137	 	 	 	12,445,899	 	 	 	11,418,761	 	 	 	9,954,689	 	 				 			
		 		 	 	1	 	 	 	$2	 	 	 	$2	 	 	 	$2	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 				 			









																																																											
	 	 	 	 	Financial Performance for 2017	 	 	 	 
	 	 	 	 	January	 	 	February	 	 	March	 	 	April	 	 	May	 	 	June	 	 	July	 	 	August	 	 	September	 	 	October	 	 	November	 	 	December	 	 	Full Year	 	 	 	 
	 Cash Flow Statement
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Operating:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Net Income
	 		 	 	($2,105,438	) 	 	 	($1,788,020	) 	 	 	($2,387,934	) 	 	 	($2,030,665	) 	 	 	($1,991,349	) 	 	 	($2,098,347	) 	 	 	($1,604,069	) 	 	 	($2,047,817	) 	 	 	($1,609,333	) 	 	 	($1,179,045	) 	 	 	($1,153,948	) 	 	 	($1,448,882	) 	 	 	($21,444,850	) 	 			
																
	 Depreciation
	 		 	 	107,215	 	 	 	107,215	 	 	 	107,215	 	 	 	107,215	 	 	 	130,300	 	 	 	107,215	 	 	 	107,215	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 	 	$1,285,293	 	 			
	 Amortization
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Convertible Debt interest
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	(308,128	) 	 	 	2,311	 	 	 	2,111	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Stock-Based Compensation Expense
	 		 	 	0	 	 	 	0	 	 	 	90,000	 	 	 	0	 	 	 	0	 	 	 	90,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Deferred Tax Asset
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Total Items not affecting cash
	 		 	 	107,215	 	 	 	107,215	 	 	 	197,215	 	 	 	107,215	 	 	 	(177,828	) 	 	 	199,526	 	 	 	109,526	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 	 	104,341	 	 				 			
																
	 Investments
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Receivables
	 		 	 	641,561	 	 	 	270,892	 	 	 	(763,719	) 	 	 	(298,186	) 	 	 	841,060	 	 	 	(212,916	) 	 	 	(478,135	) 	 	 	180,000	 	 	 	(179,000	) 	 	 	88,000	 	 	 	317,030	 	 	 	(594,505	) 	 				 			
	 Prepaid
	 		 	 	87,399	 	 	 	(263,126	) 	 	 	(1,961,530	) 	 	 	402,457	 	 	 	(680,265	) 	 	 	(39,634	) 	 	 	1,279,111	 	 	 	(600,000	) 	 	 	270,000	 	 	 	0	 	 	 	0	 	 	 	400,000	 	 				 			
	 Inventory
	 		 	 	(40,871	) 	 	 	(93,744	) 	 	 	(163,854	) 	 	 	(1,463	) 	 	 	385,202	 	 	 	168,038	 	 	 	(614,277	) 	 	 	0	 	 	 	200,000	 	 	 	0	 	 	 	(50,000	) 	 	 	0	 	 				 			
	 Other Current Assets
	 		 	 	(10,420	) 	 	 	10,420	 	 	 	(5,371	) 	 	 	4,288	 	 	 	17,769	 	 	 	4,689	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Accounts Payable
	 		 	 	(49,166	) 	 	 	(175,587	) 	 	 	1,573,689	 	 	 	(795,166	) 	 	 	(110,283	) 	 	 	(157,457	) 	 	 	254,029	 	 	 	0	 	 	 	(120,000	) 	 	 	0	 	 	 	100,000	 	 	 	0	 	 				 			
	 Other Current Liabilities
	 		 	 	(340,673	) 	 	 	68,416	 	 	 	9,519	 	 	 	157,900	 	 	 	595.463	 	 	 	118,560	 	 	 	39,318	 	 	 	12,000	 	 	 	(2,500	) 	 	 	(2,500	) 	 	 	(2,500	) 	 	 	(2,500	) 	 				 			
	 Payroll Liabilities
	 		 	 	45,752	 	 	 	(817,504	) 	 	 	322,012	 	 	 	29,082	 	 	 	(73,931	) 	 	 	361,581	 	 	 	(60,394	) 	 	 	(250,000	) 	 	 	(140,000	) 	 	 	35,000	 	 	 	42,000	 	 	 	0	 	 				 			
	 Federal Tax Liabilities
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 State & Local Tax Liabilities
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Sales Tax Liabilities
	 		 	 	218	 	 	 	1,154	 	 	 	23,916	 	 	 	(9,276	) 	 	 	21,727	 	 	 	1,466	 	 	 	728	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Non-Current Liabilities
	 		 	 	(52,215	) 	 	 	(12,416	) 	 	 	(12,416	) 	 	 	(12,416	) 	 	 	(12,416	) 	 	 	(12,416	) 	 	 	(17,730	) 	 	 	(15,000	) 	 	 	(15,000	) 	 	 	(15,000	) 	 	 	(15,000	) 	 	 	(15,000	) 	 				 			
	 Changes in non-cash operating working
capital
	 		 	 	281,584	 	 	 	(984,496	) 	 	 	(977,755	) 	 	 	(522,786	) 	 	 	984,325	 	 	 	231,911	 	 	 	402,650	 	 	 	(673,000	) 	 	 	13,500	 	 	 	105,500	 	 	 	391,530	 	 	 	(212,005	) 	 				 			
	 Total Operating Cash Flow
	 		 	 	(1,716,639	) 	 	 	(2,665,301	) 	 	 	(3,168,474	) 	 	 	(2,446,236	) 	 	 	(1,184,852	) 	 	 	(1,666,910	) 	 	 	(1,091,893	) 	 	 	(2,616,476	) 	 	 	(1,491,492	) 	 	 	(969,207	) 	 	 	(658,077	) 	 	 	(1,556,546	) 	 	 	($21,232,103	) 	 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Investing:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Property, Plant, and Equipment
	 		 	 	$0	 	 	 	($6,918	) 	 	 	($36,454	) 	 	 	$6,918	 	 	 	($170,865	) 	 	 	$0	 	 	 	$0	 	 	 	($150,000	) 	 	 	($13,031	) 	 	 	S0	 	 				 				 	 	($370,350	) 	 			
	 Intangible Assets
	 		 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	$0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Other Non-Current Assets
	 		 	 	$2,311	 	 	 	$2,311	 	 	 	$2,311	 	 	 	$2,311	 	 	 	$62,686	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Total Investing Cash Flow
	 		 	 	2,311	 	 	 	(4,607	) 	 	 	(34,143	) 	 	 	9,228	 	 	 	(108,179	) 	 	 	-	 	 	 	-	 	 	 	(150,000	) 	 	 	(23,031	) 	 	 	-	 	 	 	-	 	 	 	-	 	 				 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Financing:
	 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Cash Provided (Used) by Debt
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Provided (Used) by Common Stock
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Cash Provided (Used) by Series A
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Cash Provided (Used) by Series B
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Provided (Used) by Series B Extension
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Cash Provided (Used) by Series C
	 		 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Cash Provided (Used) by Series D
	 		 	 	0	 	 	 	(18,260	) 	 	 	(6,666	) 	 	 	(12,463	) 	 	 	(11,161	) 	 	 	(18,073	) 	 	 	(12,994	) 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 				 			
	 Cash Provided (Used) by Series D-1
	 		 	 	0	 	 	 	5,000,000	 	 	 	2,000,000	 	 	 	500,000	 	 	 	1,649,087	 	 	 	4,211,005	 	 	 	(51,682	) 	 	 	3,000,000	 	 	 	(5,000	) 	 	 	(15,000	) 	 	 	0	 	 	 	0	 	 				 			
	 Total Financing Cash Flow
	 		 	 	-	 	 	 	4,981,740	 	 	 	1,993,334	 	 	 	487,537	 	 	 	1,637,926	 	 	 	4,192,932	 	 	 	(64,676	) 	 	 	3,000,000	 	 	 	(5,000	) 	 	 	(15,000	) 	 	 	-	 	 	 	-	 	 	 	16,208,794	 	 			
		 		 				 				 				 				 				 				 				 				 				 				 				 				 				 			
	 NET CASH FLOW
	 		 	 	(1,714,328	) 	 	 	2,311,833	 	 	 	(1,209,283	) 	 	 	(1,949,470	) 	 	 	344,895	 	 	 	2,526,022	 	 	 	(1,156,569	) 	 	 	233,524	 	 	 	(1,509,523	) 	 	 	(984,207	) 	 	 	(658,077	) 	 	 	(3,556,546	) 	 	 	(5,321,730	) 	 			
	 Cash, Beginning of Period
	 		 	 	5,404,787	 	 	 	3,690,459	 	 	 	6,002,291	 	 	 	4,793,008	 	 	 	2,843,538	 	 	 	3,188,432	 	 	 	5,714,454	 	 	 	4,557,886	 	 	 	4,791,410	 	 	 	3,281,887	 	 	 	2,297,680	 	 	 	1,639,603	 	 				 			
	
Cash, End of Period
	 	 	 	 	3,690,459	 	 	 	6,002,291	 	 	 	4,793,008	 	 	 	2,843,538	 	 	 	3,188,432	 	 	 	5,714,434	 	 	 	4,557,886	 	 	 	4,791,410	 	 	 	3,281,887	 	 	 	2,297,680	 	 	 	1,639,603	 	 	 	83,057	 	 				 			








 EXHIBIT D 

COMPLIANCE CERTIFICATE 
  

	 TO:
	         WESTERN ALLIANCE BANK, an Arizona corporation



  

	 FROM:
	         BIONANO GENOMICS, INC. 



The undersigned authorized officer of BIONANO GENOMICS, INC. hereby certifies that in accordance with the terms and conditions
of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in
the Agreement are true and correct in all material respects as of the date hereof except as noted below; provided that those representations and warranties expressly referring to another date shall be true, correct and complete in all material
respects as of such date. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently
applied from one period to the next except as explained in an accompanying letter or footnotes. 
 Please indicate compliance status by
circling Yes/No under “Complies” column. 
  

									
	 Reporting Covenant
	  	 Required
	  	
Complies

				
	 Annual financial statements (CPA
Audited)
	  	 FYE within 180 days
	  	Yes 	  	No
				
	 Monthly financial statements and 
Compliance Certificate
	  	 Prior to each Credit Extension, and monthly within 30 days
	  	Yes 	  	No
				
	 10K and 10Q
	  	 (as applicable)
	  	Yes 	  	No
				
	 Annual operating budget, sales projections and
operating plans approved by board of directors
	  	 Annually no later than 45 days after the beginning of each fiscal year
	  	Yes 	  	No
				
	 Deposit balances with Bank
	  	
$                       
                       
	  		  	
	 Deposit balance outside Bank
	  	
$                       
                       
	  		  	


									
				
	 Financial Covenant
	    	 Required
	  	 Actual
	  	
Complies

	 Funding Milestones
	    	 Receipt of (i) $1,500,000 on or before November 27, 2017 and (ii) $15,000,000 on or before December 31, 2017
of gross cash proceeds from the sale or issuance of its equity securities or Subordinated Debt
	  	
$                       
 
  

$                       
 
  

$                       
 
	  	 Yes 
  

Yes 
  

Yes 
	  	 No
  

No
  

No

					
	 Minimum Cash with Bank
	    	 ratio of (i) minimum unrestricted cash in accounts with Bank to (ii) Indebtedness to Bank, of at least 0.75 to
1.00
	  	
                       
   ;
  

                       
   
	  	Yes 	  	No
	 Performance to Plan (monthly; T6M)
	    	 At least 75% of the     % projections (see Exhibit C) 
	  		  	Yes 	  	No









					
	 Comments Regarding Exceptions: See Attached.

 
 Sincerely,

 
	 		  	 BANK USE ONLY

 

Received by:             
                                         
                       

AUTHORIZED SIGNER

 

Date:               
                                         
                                 

 

Verified:               
                                         
                           

	 SIGNATURE
	 		  	 AUTHORIZED SIGNER

 

Date:               
                                         
                               

	 TITLE

 
	 		  	 
	 DATE
	 		  	
Compliance Status             
                       Yes                No

 









 CORPORATE RESOLUTIONS TO BORROW 

 
  

Borrower: BIONANO GENOMICS, INC. 

 
 I, the undersigned
Secretary or Assistant Secretary of BIONANO GENOMICS, INC. (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. 

I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of
Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof. 

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present
and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions (the “Resolutions”) were adopted. 

BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual
signatures are shown below: 
  

					
	 NAMES
	    	 POSITION
	    	 ACTUAL
SIGNATURES

			
	  
	    	  
	    	  

			
	  
	    	  
	    	  

			
	  
	    	  
	    	  

			
	  
	    	  
	    	  


 acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and
empowered: 
 Borrow Money. To borrow from time to time from Western Alliance Bank, an Arizona corporation
(“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation. 

Execute Loan Documents. To execute and deliver to Bank that certain Loan and Security Agreement dated as March 8,
2016 (the “Loan Agreement”) and any other agreement entered into between Corporation and Bank in connection with the Loan Agreement, including any amendments, all as amended or extended from time to time, including but not limited to
that certain First Amendment to Loan and Security Agreement dated as of December 9, 2016 and that certain Second Amendment to Loan and Security Agreement dated as of May 2, 2017 (collectively, with the Loan Agreement, the “Loan
Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof. 

Grant Security. To grant a security interest to Bank in the Collateral described in the Loan Documents, which security
interest shall secure all of the Corporation’s Obligations, as described in the Loan Documents. 
 Negotiate
Items. To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to
receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Bank, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. 







 Warrants. To issue Bank warrants to purchase the Corporation’s
capital stock. 
 Letters of Credit. To execute letter of credit applications and other related documents pertaining
to Bank’s issuance of letters of credit. 
 Corporate Credit Cards. To execute corporate credit card
applications and agreements and other related documents pertaining to Bank’s provision of corporate credit cards. 

Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to
request advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in their discretion deem reasonably necessary
or proper in order to carry into effect the provisions of these Resolutions. 
 BE IT FURTHER RESOLVED, that any and all
acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written
notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given. 

I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the
Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have
not been modified or revoked in any manner whatsoever. 
 IN WITNESS WHEREOF, I have hereunto set my hand on
November 20, 2017 and attest that the signatures set opposite the names listed above are their genuine signatures. 
  

			
		  	 CERTIFIED AND ATTESTED BY:

		
		  	
X