First Amendment to Lease



 EXHIBIT 10.2 
 OSMETECH TECHNOLOGY, INC. 
 CLINICAL MICRO SENSORS, INC. 

GENMARK DIAGNOSTICS, INC. 
 LOAN AND SECURITY AGREEMENT 







 This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of March 12, 2010, by
and between Square 1 Bank (“Bank”) and Osmetech Technology, Inc. (“Osmetech”), Clinical Micro Sensors, Inc. (“CMSI”), and Genmark Diagnostics, Inc. (“Genmark”), (each individually and collectively known as
(“Borrower”). 
 RECITALS 
 Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower
will repay the amounts owing to Bank. 
 AGREEMENT 
 The parties agree as follows: 
  

	 	1.	DEFINITIONS AND CONSTRUCTION. 

 1.1 Definitions. As used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning
given to the term in the Code. 
 1.2 Accounting Terms. Any accounting term not specifically defined on Exhibit A
shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP (except for non-compliance with FAS 123R in monthly reporting). The term “financial statements” shall include the accompanying notes and
schedules. 
  

	 	2.	LOAN AND TERMS OF PAYMENT. 

 2.1 Credit Extensions. 
 (a) Promise to Pay. Borrower
promises to pay to Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower, together with interest on the unpaid principal amount of such Credit Extensions at
rates in accordance with the terms hereof. 
 (b) Advances Under Formula Revolving Line. 

(i) Amount. Subject to and upon the terms and conditions of this Agreement, Borrower may request Formula Advances in an
aggregate outstanding principal amount not to exceed the lesser of: (A) the Formula Revolving Line; or (B) the Borrowing Base, less any amounts outstanding under the Ancillary Services Sublimit. Amounts borrowed pursuant to this
Section 2.1(b) may be repaid and reborrowed at any time prior to the Formula Revolving Maturity Date, at which time all Formula Advances under this Section 2.1(b) shall be immediately due and payable. Borrower may prepay any
Formula Advances, in whole or in part, from time to time, without penalty or premium. Formula Advances shall be used to support the Borrower’s short-term working capital needs. 

  
 1. 









 (ii) Form of Request. Whenever Borrower desires a Formula Advance, Borrower
will notify Bank by facsimile transmission, telephone or email no later than 5:30 p.m. Eastern time (4:30 p.m. Eastern time for wire transfers), on the Business Day that the Formula Advance is to be made. Each such notification shall be
promptly confirmed by a Loan Advance/Paydown Request Form in substantially the form of Exhibit C. Bank is authorized to make Formula Advances under this Agreement, based upon instructions received from an Authorized Officer, or without
instructions if in Bank’s discretion such Formula Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic or email notice given by a person whom Bank reasonably
believes to be an Authorized Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages, loss, costs and expenses suffered by Bank as a result of such reliance. Bank will credit the amount of Formula
Advances made under this Section 2.1(b) to Borrower’s deposit account. 
 (iii) Ancillary Services
Sublimit. Subject to the availability under the Formula Revolving Line, at any time and from time to time from the date hereof through the Business Day immediately prior to the Formula Revolving Maturity Date, Borrower may request the
provision of Ancillary Services from Bank. The aggregate limit of the Ancillary Services shall not exceed the Ancillary Services Sublimit, provided that availability under the Formula Revolving Line shall be reduced by the aggregate limits of
(i) any outstanding and undrawn amounts under all Letters of Credit issued hereunder, (ii) corporate credit card services provided to Borrower, (iii) the total amount of any Automated Clearing House processing reserves, (iv) the
applicable Foreign Exchange Reserve Percentage, and (v) any other reserves taken by Bank in connection with other treasury management services requested by Borrower and approved by Bank. In addition, Bank may, in its sole discretion, charge as
Advances any amounts for which Bank becomes liable to third parties in connection with the provision of the Ancillary Services. The terms and conditions (including repayment and fees) of such Ancillary Services shall be subject to the terms and
conditions of the Bank’s standard forms of application and agreement for the applicable Ancillary Services, which Borrower hereby agrees to execute. 
 (iv) Collateralization of Obligations Extending Beyond Maturity. If Borrower has not secured to Bank’s satisfaction its obligations with respect to any Ancillary Services by the Formula
Revolving Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in Borrower’s name (and any interest paid thereon or proceeds
thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding Ancillary Services. Borrower authorizes Bank
to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the applicable Ancillary Services are outstanding or
continue. 
 (c) Equipment Loan. 
 (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make one (1) or more Equipment Advances to Borrower.


  
 2. 









 
Borrower may request Equipment Advances at any time from the date hereof through the Availability End Date. The aggregate outstanding amount of Equipment Advances shall not exceed the Equipment
Loan. Each Equipment Advance shall not exceed 100.00% of the invoice amount of equipment and software approved by Bank from time to time (which Borrower shall, in any case, have purchased within 120 days of the date of the corresponding
Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. Equipment Advances shall be used to support Borrower’s Equipment purchasing needs. 

(ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a)(ii), and prior to the
Availability End Date, interest only shall be payable monthly beginning on the first date of the month next following the initial Equipment Advance, and continuing on the same day of each month thereafter until the Availability End Date. Any
Equipment Advances that are outstanding on the Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued and unpaid interest, beginning on the date one (1) month immediately following the
Availability End Date, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with any Equipment Advance made under this Section 2.1(c) and any other amounts due under
this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrower may prepay any Equipment Advances, in whole or in part, from time to time, without penalty or premium. 

(iii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by
facsimile transmission to be received no later than 3:00 p.m. Eastern time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a
Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed. 
 2.2
Overadvances. If the aggregate amount of the outstanding Advances exceeds the lesser of the Formula Revolving Line or the Borrowing Base at any time, Borrower shall immediately pay to Bank, after notice from Bank of such fact, in
cash, the amount of such excess. 
 2.3 Interest Rates, Payments, and Calculations. 

(a) Interest Rates. 
 (i) Formula Advances. Except as set forth in Section 2.3(b), if the Borrowers are in compliance with (A) Section 6.7(a); or (B) Sections 6.7(a) and (b) if any amount is
outstanding pursuant to the Formula Revolving Line, the Formula Advances shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to the greater of: (A) 2.75% above the Prime Rate then in effect; or
(B) 6.00%. Alternatively, except as set forth in Section 2.3(b), if the Borrowers are in compliance with Section 6.7b and are not in compliance with Section 6.7(a), then the Formula Advances shall bear interest, on the outstanding daily balance
thereof, at a variable annual rate equal to the greater of: (A) 3.75% above the Prime Rate then in effect; or (B) 7.00%. 

  
 3. 









 (ii) Equipment Advances. Except as set forth in Section 2.3(b), if the
Borrowers are in compliance with (A) Section 6.7(a); or (B) if any amount is outstanding pursuant to the Equipment Loan, Sections 6.7(a) and (c), then the Equipment Advances shall bear interest, on the outstanding daily balance
thereof, at a variable annual rate equal to the greater of: (A) 3.25% above the Prime Rate then in effect; or (B) 6.50%. Alternatively, except as set forth in Section 2.3(b), if the Borrowers are in compliance with Section 6.7(c) and
are not in compliance with Section 6.7(a), then, the Equipment Advances shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to the greater of: (A) 4.25% above the Prime Rate then in effect; or
(B) 7.50%. 
 (b) Late Fee; Default Rate. If any payment is not made within 15 days after the date such
payment is due, Borrower shall pay Bank a late fee equal to the lesser of (i) 5% of the amount of such unpaid amount or (ii) the maximum amount permitted to be charged under applicable law. All Obligations shall bear interest, from and
after the occurrence and during the continuance of an Event of Default, at a rate equal to 5 percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default. 

(c) Payments. Interest under the Formula Revolving Line shall be due and payable on the first calendar day of each month
during the term hereof. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Formula Revolving Line, in which case those amounts shall thereafter
accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments
shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless of source of payment. 

(d) Computation. In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest
hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a 360 day year for
the actual number of days elapsed. 
 2.4 Crediting Payments. Unless an Event of Default has occurred and is
continuing, Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrower specifies, except that to the extent Borrower uses the Equipment Advances to purchase Collateral,
Borrower’s repayment of the Equipment Advances shall apply on a “first-in-first-out” basis so that the portion of the Equipment Advances used to purchase a particular item of Collateral shall be paid in the chronological order the
Borrower purchased the Collateral. After the occurrence and during the continuance of an Event of Default, Bank shall have the right, in its sole discretion, to immediately apply any wire transfer of funds, check, or other item of payment Bank may
receive to conditionally reduce Obligations, but such applications of funds shall not be considered a payment on account unless such payment 

  
 4. 









 
is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Bank shall remit any amounts remaining after such
application of funds to such deposit account as Borrower specifies. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Bank after 5:30 p.m. Eastern time shall be deemed to have been received by Bank
as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead
be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension. 
 2.5 Fees. Borrower shall pay to Bank the following: 
 (a)
Facility Fee. On or before the Closing Date, a fee equal to $20,000, which shall be nonrefundable; 
 (b) Bank
Expenses. On the Closing Date, all Bank Expenses incurred through the Closing Date, with legal expenses to equal no more than $15,000, provided that there are no more than 2 turns of the Loan Documents drafts and that UCC and corporate
good standing searches will not be subject to the aforementioned $15,000 limit. After the Closing Date, all Bank Expenses, as and when they become due. 
 (c) Unused Fee. Paid quarterly in arrears, a fee in the amount of 0.25% of the following calculation: (i) the maximum aggregate amount of the Formula Advances and Equipment Advances
available to Borrower; less (ii) the amount of the Formula Advances and Equipment Advances outstanding; provided however, that no fee shall be due based upon the Equipment Advances after the Availability End Date. 

2.6 Term. This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall
continue in full force and effect for so long as any Obligations (other than any inchoate indemnification obligations) remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank
shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, Borrowers shall have
the right to terminate this Agreement by delivering written notice to Bank, subject to the condition that there are no Obligations (other than any inchoate indemnification obligations) outstanding under this Agreement at the time of such
termination. 
  

	 	3.	CONDITIONS OF LOANS. 

 3.1 Conditions Precedent to Closing. The agreement of Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form
and substance satisfactory to Bank, each the following items and completed each of the following requirements: 
 (a)
this Agreement; 

  
 5. 









 (b) an officer’s certificate of Borrower with respect to incumbency and
resolutions authorizing the execution and delivery of this Agreement for each Borrower; 
 (c) a financing statement
(Form UCC-1) for each Borrower; 
 (d) an intellectual property security agreement for each Borrower; 

(e) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s
deposit accounts with Bank; 
 (f) current SOS Reports for each Borrower indicating that except for Permitted Liens,
there are no other security interests or Liens of record in the Collateral; 
 (g) prior to the making of any Formula
Advances, but not required before the making of any Equipment Advances, an audit of the Collateral, the results of which shall be satisfactory to Bank; 
 (h) current financial statements for each Borrower, including audited statements (or such other level required by the Investment Agreement) for Borrower’s most recently ended fiscal year,
together with an unqualified opinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets and income statements for
the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; 
 (i) current Compliance Certificate in accordance with Section 6.2; 

(j) a Borrower Information Certificate for each Borrower; 

(k) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank; and 

(l) such other documents or certificates, and completion of such other matters, as Bank may reasonably request. 

3.2 Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the
initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the following conditions: 
 (a) timely receipt by Bank of the Loan Advance/Paydown Request Form as provided in Section 2.1; 
 (b) Borrower shall have transferred substantially all of its Cash assets into deposit accounts held with Bank and otherwise be in compliance with Section 6.6 hereof; and 

  
 6. 









 (c) the representations and warranties contained in Section 5 shall be true and
correct in all material respects on and as of the date of such Loan Advance/Paydown Request Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be
continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date).
The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2. 

 

	 	4.	CREATION OF SECURITY INTEREST. 

 4.1 Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in their respective interests in the Collateral to secure prompt repayment of any
and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except for Permitted Liens or as disclosed in the Schedule, such security interest constitutes a valid, first priority
security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral assuming that Bank perfects and maintains the perfection of Bank’s security interest (to the
extent within Bank’s control) and does not subordinate its Lien on the Collateral. Borrower also hereby agrees not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property
Collateral. Notwithstanding any termination of this Agreement or of any filings undertaken related to Bank’s rights under the Code, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations (other than inchoate
indemnification obligations) are outstanding. 
 4.2 Perfection of Security Interest. Borrower authorizes
Bank to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrower of the kind pledged hereunder, and
(ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization
and any organizational identification number issued to Borrower, if applicable. Borrower shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Bank reasonably chooses to perfect its security
interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, Borrower shall take such steps as Bank reasonably requests for Bank to (i) subject to Section 7.10 below,
obtain an acknowledgment, in form and substance reasonably satisfactory to Bank, of the bailee that the bailee holds such Collateral for the benefit of Bank, and (ii) obtain “control” of any Collateral consisting of investment
property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing
bank to execute a control agreement in form and substance reasonably satisfactory to Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in
the chattel paper. Borrower from time to time may deposit with Bank specific cash collateral to secure specific Obligations (other than inchoate indemnification obligations); Borrower authorizes Bank to hold such specific balances in pledge


  
 7. 









 
and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the specific Obligations are
outstanding. Borrower shall take such other actions as Bank reasonably requests to perfect its security interests granted under this Agreement. 
  

	 	5.	REPRESENTATIONS AND WARRANTIES. 

 Borrower represents and warrants as follows: 
 5.1 Due Organization and
Qualification. Borrower and each Subsidiary, if applicable, is a corporation duly existing under the laws of the state in which it is organized and qualified and licensed to do business in any state in which the conduct of its
business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect. 
 5.2 Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in
conflict with nor constitute a breach of any provision contained in Borrower’s Articles of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default
under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect. 
 5.3 Collateral. Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on
transfer or pledge except for Permitted Liens. Other than movable items of personal property such as laptop computers, all Collateral having an aggregate book value not in excess of $100,000, is located solely in the Collateral States, unless it is
in transit to Borrowers or one of their customers. The Eligible Accounts are bona fide existing obligations. The property or services giving rise to such Eligible Accounts has been delivered or rendered to the account debtor or its agent for
immediate shipment to and unconditional acceptance by the account debtor. Borrower has not received notice of an actual or imminent Insolvency Proceeding of any account debtor whose accounts are included in any Borrowing Base Certificate as an
Eligible Account. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of the
Borrower’s Cash is maintained or invested with a Person other than Bank or Bank’s Affiliates. 
 5.4 Intellectual
Property Collateral. Borrower is the sole owner of the Intellectual Property Collateral, except for licenses granted by Borrower to its customers in the ordinary course of business. To the best of Borrower’s knowledge, each of
the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the
Intellectual Property Collateral violates the rights of any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. 

  
 8. 









 5.5 Name; Location of Chief Executive Office. Except as disclosed in
the Schedule, Borrower has not done business under any name other than that specified on the signature page hereof, and its exact legal name is as set forth in the first paragraph of this Agreement; provided, however, that CMSI conducts business
under the DBA of “Osmetech Molecular Diagnostics”. The chief executive office of Osmetech is located at the address indicated in Section 10 hereof. 
 5.6 Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against Borrower or any Subsidiary, as applicable, before any court or
administrative agency in which a likely adverse decision would reasonably be expected to have a Material Adverse Effect. 

5.7 No Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements
related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and
consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements
submitted to Bank. 
 5.8 Solvency, Payment of Debts. Borrower is able to pay its debts (including trade
debts) as they mature; the Borrower believes in good faith that the fair saleable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and Borrower is not left with unreasonably
small capital after the transactions contemplated by this Agreement. 
 5.9 Compliance with Laws and
Regulations. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from Borrower’s failure to comply with
ERISA that is reasonably likely to result in Borrower’s incurring any liability that could have a Material Adverse Effect. Borrower is not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has not violated any statutes, laws, ordinances or rules applicable to it, the violation of which would reasonably be expected to have a Material
Adverse Effect. Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein except those being contested in good
faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect. 
 5.10 Subsidiaries. Borrower does not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments. 

5.11 Government Consents. Borrower and each Subsidiary have obtained all consents, approvals and authorizations of,
made all declarations or filings with, and given all 

  
 9. 









 
notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably
be expected to cause a Material Adverse Effect. 
 5.12 Inbound Licenses. Except as disclosed on the
Schedule, Borrower is not a party to, nor is bound by, any material license or other agreement material to the conduct of Borrower’s business that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s
interest in such license or agreement or any other property material to the conduct of Borrower’s business, other than this Agreement or the other Loan Documents. 
 5.13 Full Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished to Bank taken together with all such
certificates and written statements furnished to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading in light
of the circumstances in 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 to be viewed as facts and that actual results during the
period or periods covered by any such projections and forecasts may differ from the projected or forecasted results. 
  

	 	6.	AFFIRMATIVE COVENANTS. 

 Borrower covenants that, until payment in full of all outstanding Obligations (other than inchoate indemnification obligations), and for so long as Bank may have any commitment to make a Credit Extension
hereunder, Borrower shall do all of the following: 
 6.1 Good Standing and Government Compliance. Borrower
shall maintain its and each of its Subsidiaries’, as applicable, corporate existence and good standing in the respective states of formation, shall maintain qualification and good standing in each other jurisdiction in which the failure to so
qualify would reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to Borrower by the authorities of the state in which Borrower is organized, if applicable. Borrower
shall meet, and shall cause each Subsidiary, if applicable, to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary, if applicable, to
comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries, if applicable, to maintain, in force all licenses, approvals and agreements, the
loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect. 
 6.2
Financial Statements, Reports, Certificates. For purposes of this Section 6.2, “Borrower” shall mean either Osmetech or Genmark, based upon which entity is the parent company of the other company (i.e. the company
that owns controlling interesting of the other company.) Borrower shall deliver to Bank: (i) as soon as available, but in any event within 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance
sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as 

  
 10.









 
soon as available, but in any event within 180 days after the end of Borrower’s fiscal year for each fiscal year from and after the fiscal year beginning January 1, 2010, audited (or
such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is either unqualified, qualified only
for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;
(iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than November 30th of the prior fiscal year; (iv) if applicable, copies of all statements, reports and notices sent or made
available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of
any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, each management letter
prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower
in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications
or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral,
including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection
with this Agreement. 
 (a) Within 30 days after the last day of each month, Borrower shall deliver to Bank a Borrowing
Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable. 

(b) Within 30 days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a
Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto. 
 (c) As soon as possible and in any event within 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer
setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. 
 (d) Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than twice
a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense, in order to verify
Borrower’s financial condition 

  
 11.









 
or the amount, condition of, or any other matter relating to, the Collateral. Borrower agrees that ff Borrowers’ Accounts comprise more than a majority of Borrowers’ Liquidity, then
Bank may conduct a Collateral audit under customary and reasonable terms as provided herein. 
 Borrower may deliver to Bank on
an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the
files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and reports to be delivered electronically. 
 6.3 Inventory and Equipment; Returns. Borrower shall keep all Inventory and Equipment in good and merchantable condition, free from all material defects except for Inventory and
Equipment (i) sold in the ordinary course of business, and (ii) for which adequate reserves have been made, in all cases in the United States and such other locations as to which Borrower gives prior written notice. Returns and allowances,
if any, as between Borrower and its account debtors shall be on the same basis and in accordance with the usual customary practices of Borrower, as they exist on the Closing Date. Borrower shall promptly notify Bank of all returns and recoveries and
of all disputes and claims involving inventory having a book value of more than $250,000. 
 6.4 Taxes.
Borrower shall make, and cause each Subsidiary, as applicable, to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws
concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof reasonably satisfactory to Bank indicating that Borrower or a Subsidiary, as applicable, has made such payments or deposits and
any appropriate certificates attesting to the payment or deposit thereof; provided that Borrower or a Subsidiary, as applicable, need not make any payment if the amount or validity of such payment is contested in good faith by appropriate
proceedings and is reserved against (to the extent required by GAAP) by Borrower or such Subsidiary. 
 6.5
Insurance. Borrower, at its expense, shall (i) keep the Collateral insured against loss or damage, and (ii) maintain liability and other insurance, in each case in as ordinarily insured against by other owners in
businesses similar to Borrower’s. All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Bank. All policies of property insurance shall contain a lender’s loss payable
endorsement, in a form reasonably satisfactory to Bank, showing Bank as an additional loss payee, and all liability insurance policies shall show Bank as an additional insured and specify that the insurer must give at least 20 days notice to Bank
before canceling its policy for any reason. Within 30 days of the Closing Date, Borrower shall cause to be furnished to Bank a copy of its policies or certificate of insurance including any endorsements covering Bank or showing Bank as an additional
insured. Upon Bank’s request, Borrower shall deliver to Bank certified copies of the policies of insurance and evidence of all premium payments. Proceeds payable under any casualty policy will, at Borrower’s option, be payable to Borrower
to replace the property subject to the claim, provided that any such replacement property shall be deemed Collateral in which Bank has been granted a first priority security interest, provided that if an Event of Default has occurred and is
continuing, all proceeds payable under any such policy shall, at Bank’s option, be payable to Bank to be applied on account of the Obligations. 

  
 12.









 6.6 “Primary Depository”. Subject to the provisions of
Section 3.1(k) and 3.2(b), prior to December 31, 2010, Borrower shall maintain all its depository and operating accounts with Bank and its primary investment accounts with Bank or Bank’s affiliates, until such time as any
Borrower’s equity is publicly traded in an established securities market, in which case, Borrower may allocate any depository and investment accounts between Bank and other third party accounts. 

6.7 Financial Covenants. Borrower shall at all times maintain the financial ratios and covenants, as follows: 

(a) Liquidity Ratio. A Liquidity Ratio of at least 1.50 to 1.00; OR 

(b) Current Ratio. At all times when any amount is outstanding pursuant to the Formula Revolving Line, a minimum
Current Ratio of at least 1.50 to 1.00; AND 
 (c) Cash Burn. At all times when any amount is outstanding
pursuant to the Equipment Loan, measured on a trailing three-months basis, a Cash Burn of not more than the amounts shown in the table immediately below for the corresponding monthly reporting period. Amounts required by this covenant for 2011 shall
be reasonably set by Bank (and incorporated herein by an amendment hereto, which Borrower hereby agrees to promptly execute) based upon Borrowers’ 2011 budget, which shall be approved by Borrowers’ boards of directors, as applicable, and
delivered to Bank no later than November 30, 2010. 
  

					
	 Mar-10
	  	$	6,152,021	  
	 Apr-10
	  	$	5,472,801	  
	 May-10
	  	$	4,786,896	  
	 Jun-10
	  	$	4,824,807	  
	 Jul-10
	  	$	5,052,808	  
	 Aug-10
	  	$	5,972,531	  
	 Sep-10
	  	$	5,499,620	  
	 Oct-10
	  	$	4,796,006	  
	 Nov-10
	  	$	3,548,868	  
	 Dec-10
	  	$	3,128,374	  

 6.8 Registration of Intellectual Property Rights. 

(a) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed
with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. 

  
 13.









 (b) Borrower shall (i) give Bank not less than 30 days prior written notice of
the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such
applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to
be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations,
promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in
such intellectual property rights, and the date of such filing. 
 (c) Borrower shall execute and deliver such
additional instruments and documents from time to time as Bank shall reasonably request to perfect and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral. 

(d) Borrower shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability
of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and
(iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. 

(e) Bank shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is
required under this Section 6.8 to take but which Borrower fails to take, after 15 days’ notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise
of its rights under this Section 6.8. 
 6.9 Osmetech, Inc. No later than 120 days after the Closing Date, unless a
materially adverse tax event would result therefrom, Borrower shall dissolve Osmetech, Inc. and transfer all assets from such entity to Borrower. 
 6.10 Further Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect
the purposes of this Agreement. 
  

	 	7.	NEGATIVE COVENANTS. 


Borrower covenants and agrees that, so long as any credit hereunder shall be available and until the outstanding Obligations (other than
inchoate indemnification obligations) are paid in full or for so long as Bank may have any commitment to make any Credit Extensions, Borrower will not do any of the following without Bank’s prior written consent, which shall not be unreasonably
withheld: 
 7.1 Dispositions. Other than Permitted Transfers, (a) convey, sell, lease, license, transfer or
otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or (b) move cash balances on deposit with Bank to accounts opened at another financial
institution. 

  
 14.









 7.2 Change in Name, Location, Executive Office, or Executive Management; Change in
Business; Change in Fiscal Year; Change in Control. Change its name or the state of Borrower’s formation or relocate its chief executive office without 21 days prior written notification to Bank; replace or suffer the departure of its chief
executive officer or chief financial officer without delivering written notification to Bank within 10 days; fail to appoint an interim replacement or fill a vacancy in the position of chief executive officer or chief financial officer for more than
30 consecutive days; take action to liquidate, wind up, or otherwise cease to conduct business in the ordinary course; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or
incidental to the businesses currently engaged in by Borrower; change its fiscal year end; have a Change in Control. 
 7.3
Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into
Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (a) each of the following conditions is applicable: (i) the consideration
paid in connection with such transactions (including assumption of liabilities) does not in the aggregate exceed $250,000 during any fiscal year , (ii) no Event of Default has occurred, is continuing or would exist after giving effect to such
transactions, (iii) such transactions do not result in a Change in Control, and (iv) Borrower is the surviving entity; or (b) the Obligations are repaid in full concurrently with the closing of any merger or consolidation of Borrower
in which Borrower is not the surviving entity (s “Sale”), or there are no Obligations outstanding upon the closing of a Sale, in either circumstance contingent upon Borrowers’ delivery to Bank of a written notice that Borrowers are
terminating this Agreement and that no additional Credit Extensions shall be requested hereunder; provided, however, that Borrower shall not, without Bank’s prior written consent, enter into any binding contractual arrangement with any
Person to attempt to facilitate a merger or acquisition of Borrower; provided however, Borrower may enter into any such agreement without Bank’s prior written consent so long as (i) no Event of Default exists when such agreement is entered
into by Borrower, (ii) such agreement does not give such Person the right to claim any fee, payment or damages from any parties, other than from Borrower or Borrower’s investors, in connection with a sale of Borrower’s stock or assets
pursuant to or resulting from an assignment for the benefit of creditors, an asset turnover to Borrower’s creditors (including, without limitation, Bank), foreclosure, bankruptcy or similar liquidation, and (iii) Borrower notifies Bank in
advance of entering into such an agreement (provided, the failure to give such notification shall not be deemed a material breach of this Agreement). 
 7.4 Indebtedness. Create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any
Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except Indebtedness to Bank. 

  
 15.









 7.5 Encumbrances. Create, incur, assume or allow any Lien with respect to its
property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant to any other Person (other than (i) the licensors of
in-licensed property with respect to such property or (ii) the lessors of specific equipment or lenders financing specific equipment with respect to such leased or financed equipment) that Borrower in the future will refrain from creating,
incurring, assuming or allowing any Lien with respect to any of Borrower’s property. 
 7.6 Distributions. Pay any
dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, except that Borrower may (i) repurchase the stock of former employees or consultants pursuant to stock repurchase
agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase, and (ii) repurchase the stock of former employees or consultants pursuant to stock repurchase
agreements by the cancellation of indebtedness owed by such former employees or consultants to Borrower regardless of whether an Event of Default exists. 
 7.7 Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments, or maintain or
invest any of its Investment Property, as defined in the Code, with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless such Person has entered into a control agreement with Bank, in form and substance
reasonably satisfactory to Bank, or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrower. 

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) reasonable and customary fees paid to members of the board of directors (or similar governing body) of such Borrower; (c) compensation arrangements for officers and other employees of or consultants to such
Borrower and any Subsidiaries entered into in the ordinary course of business upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated person;
(d) transactions described in the Schedule; and (e) any transactions exclusively by and among any Borrowers otherwise permitted pursuant to this Agreement. 
 7.9 Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated
Debt, or amend any provision affecting Bank’s rights contained in any documentation relating to the Subordinated Debt without Bank’s prior written consent. 
 7.10 Inventory and Equipment. Store the Inventory or the Equipment of a book value in excess of $250,000 with a bailee, warehouseman, collocation facility or similar third party unless the third
party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in possession of the
warehouse receipt, where negotiable, 

  
 16.









 
covering such Inventory or Equipment. Except for Inventory sold in the ordinary course of business and for movable items of personal property having an aggregate book value not in excess of
$250,000, and except for such other locations as Bank may approve in writing, Borrower shall keep the Inventory and Equipment only at the location set forth in Section 10 and such other locations of which Borrower gives Bank prior written
notice and as to which Bank is able to take such actions as may be necessary to perfect its security interest or to obtain a bailee’s acknowledgment of Bank’s rights in the Collateral. 

7.11 No Investment Company; Margin Regulation. Become or be controlled by an “investment company,” within the meaning of
the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit
Extension for such purpose. 
  

	 	8.	EVENTS OF DEFAULT. 

 Any
one or more of the following events shall constitute an Event of Default by Borrower under this Agreement: 
 8.1 Payment
Default. If Borrower fails to pay any of the Obligations when due; 
 8.2 Covenant Default. 

(a) If Borrower fails to perform any obligation under Sections 6.2 (financial reporting), 6.4 (taxes), 6.5 (insurance), 6.6
(primary accounts) or 6.7 (financial covenants), or violates any of the covenants contained in Article 7 of this Agreement; or 

(b) If Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this
Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within 15
days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the 15 day period or cannot after diligent attempts by Borrower be cured within
such 15 day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable
time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made. 
 8.3 Material Adverse Change. If there occurs any circumstance or any circumstances which would reasonably be expected to have a Material Adverse Effect; 

8.4 Attachment. If any material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or
is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within 10 days, or if Borrower
is enjoined, restrained, or in any way prevented by court order from continuing to 

  
 17.









 
conduct all or any material part of its business affairs, and such court order has not been vacated within 10 days, or if a judgment or other claim becomes a lien or encumbrance upon any material
portion of Borrower’s assets, and such lien or encumbrance has not been released within 10 days, or if a notice of lien, levy, or assessment is filed of record with respect to any material portion of Borrower’s assets by the United
States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten days after Borrower receives notice thereof, provided that none of the
foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided that no Credit Extensions will be made during such cure period); 

8.5 Insolvency. If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency
Proceeding is commenced against Borrower and is not dismissed or stayed within 45 days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding); 

8.6 Other Agreements. If there is a default or other failure to perform in any agreement to which Borrower is a party with a third
party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of $350,000 or that would reasonably be expected to have a Material Adverse Effect;
provided, however, that the Event of Default under this Section caused by the occurrence of a default under another agreement described in this Section shall be automatically cured for purposes of this Agreement upon the cure or waiver of the
default under such other agreement, and delivery of written notice of the same to Bank from the party declaring such default; 

8.7 Judgments. If a final, uninsured judgment or judgments for the payment of money in an amount, individually or in the
aggregate, of at least $350,000 shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of 10 days (provided that no Credit Extensions will be made prior to the satisfaction or stay of the judgment); or 

8.8 Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or
representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement or any other Loan Document. 

 

	 	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, at its election, without notice of its election and without demand, do any one or more of
the following, all of which are authorized by Borrower: 
 (a) Declare all Obligations, whether evidenced by this
Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5 (insolvency), all Obligations shall become immediately due and payable
without any action by Bank); 

  
 18.









 (b) Demand that Borrower (i) deposit cash with Bank in an amount equal to the
amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the
remaining term of the Letters of Credit, and Borrower shall promptly deposit and pay such amounts; 
 (c) Cease
advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower and Bank; 
 (d) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable; 

(e) Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the
Collateral. Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain
possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses
incurred in connection therewith. With respect to any of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s
rights or remedies provided herein, at law, in equity, or otherwise; 
 (f) Set off and apply to the Obligations any and
all (i) balances and deposits of Borrower held by Bank, and (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Bank; 
 (g) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or
other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising
matter, or any property of a similar nature, 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 shall inure to Bank’s benefit; 

(h) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or
on terms, in such manner and at such places (including Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the
Collateral without giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.
If Bank sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Bank, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank
may resell the Collateral and Borrower shall be credited with the proceeds of the sale; 

  
 19.









 (i) Bank may credit bid and purchase at any public sale; 

(j) Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without
regard to the adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person liable for any of the Obligations; and 

(k) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

 Bank may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and
compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 
 If Bank
delivers any notice of exclusive control, any entitlement order or other directions or instructions pursuant to any control agreement or similar agreement providing for control of any Collateral to any Person, then upon the cure of any Event of
Default (provided that the determination of whether an Event of Default has been cured shall be made by Bank in its sole discretion) during which the Bank has delivered a notice of exclusive control, entitlement order or other direction or
instructions pursuant to a control agreement Bank shall rescind such notice, order, direction or instruction. 
 9.2 Power of
Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to:
(a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s
possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors;
(d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account
debtors, for amounts and upon terms which Bank determines to be reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole
discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to
include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which
Borrower no longer has or claims to have any right, title or interest; and (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; provided Bank may exercise
such power of attorney to sign the name of Borrower on any of the documents described in clauses (g) and (h) above, regardless of whether an Event of Default has occurred. 

  
 20.









 
The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations
have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated. 
 9.3 Accounts
Collection. At any time after the occurrence and during the continuation of an Event of Default, Bank may notify any Person owing funds to Borrower of Bank’s security interest in such funds and verify the amount of such Account. Borrower
shall collect all amounts owing to Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for
deposit. 
 9.4 Bank Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third
persons or entities, as required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or any part thereof; and/or (b) set up such reserves under
the Formula Revolving Line as Bank deems necessary to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement, and take any
action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and
shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement. 

9.5 Bank’s Liability for Collateral. Bank has no obligation to clean up or otherwise prepare the Collateral for sale. All
risk of loss, damage or destruction of the Collateral shall be borne by Borrower. 
 9.6 No Obligation to Pursue Others.
Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without
affecting Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations. 
 9.7 Remedies Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all other rights and remedies not
inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on Borrower’s part shall be deemed a continuing
waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for
the specific purpose for which it was given. Borrower expressly agrees that this Section 9.7 may not be waived or modified by Bank by course of performance, conduct, estoppel or otherwise. 

  
 21.









 9.8 Demand; Protest. Except as otherwise provided in this Agreement, Borrower waives
demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment and any other notices relating to the Obligations. 
  

	 	10.	NOTICES. 

 Unless
otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational
documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrower or to
Bank, as the case may be, at its addresses set forth below: 
  

			
	If to Borrower:	  	 Osmetech Technology, Inc.

757 S. Raymond Avenue
 Pasadena, CA
91105

		
		  	Attn: Steve Kemper
		  	FAX:
                                        

		
	If to Co-Borrower:	  	 Clinical Micro Sensors, Inc.

757 S. Raymond Avenue
 Pasadena, CA
91105

		
		  	Attn: Steve Kemper
		  	FAX:
                                        

		
	If to Co-Borrower:	  	 Genmark Diagnostics, Inc.

757 S. Raymond Avenue
 Pasadena, CA
91105

		
		  	Attn: Steve Kemper
		  	FAX:
                                        

	
	with a copy (which shall not constitute notice) to:
		
		  	 DLA Piper US LLP
 4365
Executive Drive
 Suite 1100
 San Diego,
CA 92121

		  	Attn: Michael Kagnoff
		  	FAX: (858) 638-5122
		
	If to Bank:	  	 Square 1 Bank
 406 Blackwell
Street, Suite 240
 Durham, North Carolina 27701



  
 22.










			
		  	Attn: Loan Operations Manager
		  	FAX: (919) 314-3080
		
	with a copy to:	  	 Square 1 Bank
 12481 High
Bluff Drive, Suite 350
 San Diego, CA 92130

		
		  	Attn: Scott Foote
		  	FAX: (858) 436-3501

 The parties hereto may change the address at which they are to receive notices hereunder, by notice in
writing in the foregoing manner given to the other. 
  

	 	11.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. 

 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Jurisdiction shall lie in the State
of California. All disputes, controversies, claims, actions and similar proceedings arising with respect to Borrower’s account or any related agreement or transaction shall be brought in the Superior Court of San Mateo County, California or the
United States District Court for the Northern District of California, except as provided below with respect to arbitration of such matters. BANK AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY
BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF THEM. THESE PROVISIONS
SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY BANK OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. If the jury waiver set forth in this Section 11 is not enforceable, then any dispute,
controversy, claim, action or similar proceeding arising out of or relating to this Agreement, the Loan Documents or any of the transactions contemplated therein shall be settled by final and binding arbitration held in San Mateo County, California
in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. The arbitrator shall apply California law to the resolution of any dispute, without
reference to rules of conflicts of law or rules of statutory arbitration. Judgment upon any award resulting from arbitration may be entered into and enforced by any state or federal court having jurisdiction thereof. Notwithstanding the foregoing,
the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this Section. The costs and expenses of the arbitration, including without limitation, the
arbitrator’s fees and expert witness fees, and reasonable attorneys’ fees, incurred by the parties to the arbitration may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in
any manner deemed appropriate by the arbitrator. Unless 

  
 23.









 
and until the arbitrator decides that one party is to pay for all (or a share) of such costs and expenses, both parties shall share equally in the payment of the arbitrator’s fees as and
when billed by the arbitrator. 
  

	 	12.	GENERAL PROVISIONS. 


12.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns
of each of the parties and shall bind all Persons who become bound as a debtor to this Agreement; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Bank’s prior written consent, which
consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to Borrower to sell, assign, transfer, negotiate, or grant participation in all or any part of, or any interest in,
Bank’s obligations, rights and benefits hereunder. 
 12.2 Indemnification. Borrower shall defend, indemnify and
hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and
(b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank, its officers, employees and agents as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrower whether under
this Agreement, or otherwise (including without limitation reasonable attorneys fees and expenses), except for losses caused by Bank’s gross negligence or willful misconduct. If Bank or any other indemnified party obtains recovery of any of the
amounts that Borrowers have paid to them pursuant to the indemnity set forth herein from any insurance policies maintained by Bank or Borrowers, then Bank or such other indemnified party, as applicable, shall promptly pay to the Borrowers the amount
of such recovery that, when added to the amounts paid to them by Borrowers pursuant to the indemnity set forth herein, exceeds the maximum amount claimed by Bank or other such individual party as being owed to them pursuant to Borrowers’
indemnification obligations hereunder. 
 12.3 Time of Essence. Time is of the essence for the performance of all
obligations set forth in this Agreement. 
 12.4 Severability of Provisions. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 
 12.5 Amendments in Writing, Integration. All amendments to or terminations of this Agreement or the other Loan Documents must be in writing signed by each of Bank and [each] Borrower, or any of
such parties’ permitted successors or assigns. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the other Loan Documents, if
any, are merged into this Agreement and the Loan Documents. 
 12.6 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties on separate counterparts, each of which, when executed and 

  
 24.









 
delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Executed copies of the signature pages of this Agreement
sent by facsimile or transmitted electronically in Portable Document Format (“PDF”), or any similar format, shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have
to object to such treatment. 
 12.7 Survival. All covenants, representations and warranties made in this Agreement shall
continue in full force and effect so long as any Obligations (other than inchoate obligations) remain outstanding or Bank has any obligation to make any Credit Extension to Borrower. The obligations of Borrower to indemnify Bank with respect to the
expenses, damages, losses, costs and liabilities described in Section 12.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run. 

12.8 Confidentiality. In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same
degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such
information may be made (i) to the subsidiaries or Affiliates of Bank or Borrower in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Credit
Extensions, provided that they have entered into a comparable confidentiality agreement in favor of Borrower and have delivered a copy to Borrower, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order,
(iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not
include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to
Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information. 
  

	 	13.	CO-BORROWER PROVISIONS. 


13.1 Primary Obligation. This Agreement is a primary and original obligation of each Borrower and shall remain in effect
notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each
Borrower shall be liable for existing and future Obligations as fully as if all of all Credit Extensions were advanced to such Borrower. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on,
all Borrowers, including without limitation Disbursement Request Forms, Borrowing Base Certificates and Compliance Certificates. 
 13.2 Enforcement of Rights. Borrowers are jointly and severally liable for the Obligations and Bank may proceed against one or more of the Borrowers to enforce the Obligations without waiving its
right to proceed against any of the other Borrowers. 

  
 25.









 13.3 Borrowers as Agents. Each Borrower appoints the other Borrower as its agent with
all necessary power and authority to give and receive notices, certificates or demands for and on behalf of both Borrowers, to act as disbursing agent for receipt of any Credit Extensions on behalf of each Borrower and to apply to Bank on behalf of
each Borrower for Credit Extensions, any waivers and any consents. This authorization cannot be revoked, and Bank need not inquire as to each Borrower’s authority to act for or on behalf of Borrower. 

13.4 Subrogation and Similar Rights. Notwithstanding any other provision of this Agreement or any other Loan Document, each
Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating the Borrower to the rights of Bank under the Loan Documents) 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 the Borrower with respect to the Obligations in connection with the Loan Documents 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 the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise.
Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 13.4 shall be null and void. If any payment is made to a Borrower in contravention of this Section 13.4, 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. 
 13.5 Waivers of Notice. Except as otherwise provided in this Agreement, each Borrower waives notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations;
notice of an Event of Default; notice of the amount of the Obligations outstanding at any time; notice of intent to accelerate; notice of acceleration; notice of any adverse change in the financial condition of any other Borrower or of any other
fact that might increase the Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; default; and all other notices and demands to which the Borrower would otherwise be entitled. Each Borrower waives
any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Bank’s failure at any time to require strict performance by any Borrower of any
provision of the Loan Documents shall not waive, alter or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Nothing contained herein shall prevent Bank from foreclosing on the Lien of any deed of trust,
mortgage or other security instrument, or exercising any rights available thereunder, and the exercise of any such rights shall not constitute a legal or equitable discharge of any Borrower. Each Borrower also waives any defense arising from any act
or omission of Bank that changes the scope of the Borrower’s risks hereunder. 
 13.6 Subrogation Defenses. Each
Borrower hereby waives any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2809, 2810,
2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and
hereafter in effect. 

  
 26.









 13.7 Right to Settle, Release. 

(a) The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that
any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Bank may now or hereafter have against any other
Person, including another Borrower, or property with respect to any of the Obligations. 
 (b) Without affecting the
liability of any Borrower hereunder, Bank may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with
respect to a Borrower, (ii) grant other indulgences to a Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to a Borrower, (iv) release, surrender or exchange any
deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any
obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations. 
 13.8 Subordination. All indebtedness of a Borrower now or hereafter arising held by another Borrower is subordinated to the Obligations and the Borrower holding the indebtedness shall take all
actions reasonably requested by Lender to effect, to enforce and to give notice of such subordination. 
 ********


  
 27.









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above
written. 
  

			
	OSMETECH TECHNOLOGY, INC.
		
	By:	 	 /s/ Steven Kemper

		
	Title:	 	 CFO, Assistant Secretary

	
	CLINICAL MICRO SENSORS, INC.
		
	By:	 	 /s/ Steven Kemper

		
	Title:	 	 CFO, Assistant Secretary

	
	GENMARK DIAGNOSTICS, INC.
		
	By:	 	 /s/ Steven Kemper

		
	Title:	 	 CFO, Assistant Secretary

	
	SQUARE 1 BANK
		
	By:	 	 /s/ Scott R. Foote

		
	Title:	 	 SVP




  
 28.









 EXHIBIT A 
 DEFINITIONS 
 “Accounts” means all presently existing and hereafter arising accounts,
contract rights, payment intangibles and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by
Borrower and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing. 

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

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or
is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and general partners. 
 “Ancillary Services” means any of the following products or services requested by Borrower and approved by Bank under the Formula Revolving Line, including, without limitation, Automated
Clearing House transactions, corporate credit card services, FX Contracts, Letters of Credit, or other treasury management services. 

“Ancillary Services Sublimit” means a sublimit for Ancillary Services under the Formula Revolving Line not to exceed $500,000. 

“Authorized Officer” means someone designated as such in the corporate resolution provided by Borrower to Bank in which this Agreement and the
transactions contemplated hereunder are authorized by Borrower’s board of directors. If Borrower provides subsequent corporate resolutions to Bank after the Closing Date, the individual(s) designated as “Authorized Officer(s)” in the
most-recently provided resolution shall be the only “Authorized Officers” for purposes of this Agreement. 
 “Availability End
Date” means July 12, 2011. 
 “Bank Expenses” means all reasonable costs or expenses (including reasonable attorneys’
fees and expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable Collateral audit fees; and Bank’s reasonable attorneys’ fees and expenses (whether generated
in-house or by outside counsel) incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought. 

“Borrower’s Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or
liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information. 
 “Borrowing Base” means an amount equal to: (i) Cash at Bank; plus (ii) 80.0% (the “Advance Rate”) of Eligible Accounts, as determined by Bank with reference to the most
recent Borrowing Base Certificate delivered by Borrower. 
 “Business Day” means any day that is not a Saturday, Sunday, or other day
on which banks in the State of North Carolina are authorized or required to close. 

  
 1. 









 “Cash” means unrestricted cash and cash equivalents. 

“Cash Burn” means an amount equal to the prior period’s Cash minus the current period’s ending Cash that has been adjusted for any
changes to Cash as a result of borrowings and repayments of borrowings, proceeds from the sale of equity and the exercise of stock options or warrants, paid-in-capital and minority interest, and capital expenditures financed under a capital lease.

 “Change in Control” shall mean a transaction other than (i) a bona fide equity financing or series of financings on terms and
from investors reasonably acceptable to Bank and (ii) any equity financing or series of financings involving the public offering of securities of Borrower in which any “person” or “group” (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all
classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of Borrower, who did not have such power
before such transaction. 
 “Closing Date” means the date of this Agreement. 
 “Code” means the California Uniform Commercial Code as amended or supplemented from time to time. 
 “Collateral” means the property described on Exhibit B attached hereto and all Negotiable Collateral and Intellectual Property Collateral to the extent not described on Exhibit B, except to the
extent (i) any such property is nonassignable by its terms without the consent of another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, §9406 and §9408
of the Code), (ii) the granting of a security interest in such property is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral,
(iii) any such property constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, or
(iv) any such property (including any attachments, accessions or replacements) that is subject to a Lien that is permitted pursuant to clause (c) of the definition of Permitted Liens, if the grant of a security interest with respect to
such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder, provided, that such property will be deemed “Collateral” hereunder upon the
termination and release of such Permitted Lien. 
 “Collateral State” means the state or states where the Collateral is located, which
is California. 
 “Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold
with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of
that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against
fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement. 

  
 2. 









 “Copyrights” means any and all copyright rights, copyright applications, copyright registrations
and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held. 

“Credit Extension” means each Advance, Equipment Advance, or any other extension of credit, by Bank to or for the benefit of Borrower
hereunder. 
 “Current Assets” means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as
current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date. 
 “Current Ratio” means
(i) Current Assets; divided by (ii) Formula Advances then outstanding. 
 “Eligible Accounts” means those Accounts
that arise in the ordinary course of Borrower’s business that comply with all of Borrower’s representations and warranties to Bank set forth in Section 5.3; provided, that Bank may change the Advance Rate and the standards of
eligibility by giving Borrower 10 days prior written notice. Unless otherwise agreed to by Bank, Eligible Accounts shall not include the following: 
 (a) Account balances that the account debtor has failed to pay in full within 90 days of invoice date; 
 (b) Account credit balances greater than 90 days from invoice date; 

(c) Accounts with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of
invoice date; 
 (d) Accounts with respect to an account debtor, including the account debtor’s subsidiaries and
Affiliates, whose total obligations to Borrower exceed 25% of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank; 

(e) Accounts with respect to which the account debtor does not have its principal place of business in the United States, except
for Eligible Foreign Accounts; 
 (f) Accounts with respect to which the account debtor is the United States or any
department, agency, or instrumentality of the United States, except for Accounts of the United States if the payee has assigned its payment rights to Bank and the assignment has been acknowledged under the Assignment of Claims Act of 1940 (31 U.S.C.
3727); 
 (g) Accounts with respect to which Borrower is liable to the account debtor for goods sold or services rendered
by the account debtor to Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to Borrower; 
 (h) Accounts with respect to which the account debtor is an officer, employee, agent, Subsidiary or Affiliate of Borrower; 
 (i) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the
payment by the account debtor may be conditional 
 (j) “Advanced Billings,” i.e., accounts that have not yet
been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by Borrower for the performance of services or delivery of goods which Borrower has not yet performed or
delivered; 

  
 3. 









 (k) Accounts with respect to which the account debtor disputes liability or makes any
claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes
insolvent, or goes out of business; 
 (l) Accounts the collection of which Bank reasonably determines after inquiry and
consultation with Borrower to be doubtful; 
 (m) Retentions and hold-backs; and 

(n) “Progress Billings,” i.e., accounts that are billed based on project milestones and not on actual time and materials
bases. 
 “Eligible Foreign Accounts” means Accounts: (x) with respect to which the account debtor does not have its principal
place of business in the United States; and (y) which do not otherwise fall within any of subsections (a) through (d) and (f) through (n) of the definition of “Eligible Accounts”, and that are: (i) supported
by one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, (ii) insured by the Export Import Bank of the United States, (iii) generated by an account debtor with its principal
place of business in Canada, except for the Province of Quebec, or (iv) approved by Bank on a case-by-case basis. All Eligible Foreign Accounts must be calculated in U.S. Dollars, and must be billed by the Borrower from a location within
the United States of America. “Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower has any interest. 

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments
in which Borrower has any interest. 
 “Equipment Advance(s)” means a cash advance or cash advances under the Equipment Loan.

 “Equipment Loan” means a Credit Extension of up to $2,000,000 in the aggregate, subject to the restrictions that: (i) no more
than $500,000 may be advanced to finance licensed genetic bio-markers; (ii) no more than $550,000 may be advanced to finance leasehold improvements or other new building-related capital expenditures. 

“Equipment Maturity Date” means July 12, 2013. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder. 
 “Event of Default” has the meaning assigned in Article 8. 
 “Formula Advance”
or “Formula Advances” means a cash advance or cash advances under the Formula Revolving Line. 
 “Formula Revolving Line”
means a Credit Extension of up to $2,000,000 (inclusive of any amounts outstanding under the Ancillary Services Sublimit). 
 “Formula
Revolving Maturity Date” means July 12, 2011. 

  
 4. 









 “Foreign Exchange Reserve Percentage” means a percentage of reserves for FX Contracts as
determined by Bank, in its sole discretion from time to time. 
 “FX Contracts” means contracts between Borrower and Bank for foreign
exchange transactions. 
 “GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time
in the United States. 
 “Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property
or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease
obligations, and (d) all Contingent Obligations, including but not limited to any sublimit contained herein. 
 “Insolvency
Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of
creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 
 “Intellectual Property Collateral” means all of Borrower’s right, title, and interest in and to the following: 
 (a) Copyrights, Trademarks and Patents; 
 (b) Any and all trade
secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held; 
 (c) Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held; 
 (d) Any and all claims for damages by way of past, present and future infringement of any of the rights included above, 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; 
 (e) All licenses or other rights to
use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; 
 (f) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and 
 (g) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing. 

“Inventory” means all present and future inventory in which Borrower has any interest. 

“Investment” means any beneficial ownership of (including stock, partnership or limited liability company interest or other securities) any
Person, or any loan, advance or capital contribution to any Person. 
 “Investment Agreement” means, collectively, Borrower’s
stock purchase and other agreement(s) pursuant to which Borrower most recently issued shares of its preferred stock. 
 “IRC” means
the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 
 “Letter of Credit” means a commercial or standby
letter of credit or similar undertaking issued by Bank at Borrower’s request. 

  
 5. 









 “Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other similar
encumbrance. 
 “Liquidity” means the sum of: (i) unrestricted Cash in Bank; plus (ii) 50.0% of Accounts in the United
States; plus (iii) contingent on the aggregate amount of Borrowers’ Cash at Bank being at least $10,000,000, Cash in other banks that is subject to an account control agreement in favor of and in form and substance acceptable to Bank.

 “Liquidity Ratio” means the ratio of Liquidity to all Indebtedness to Bank. 

“Loan Documents” means, collectively, this Agreement, any note or notes executed by Borrower, and any other document, instrument or agreement
entered into in connection with this Agreement, all as amended or extended from time to time. 
 “Material Adverse Effect” means a
material adverse effect on: (i) the operations, business or financial condition of Borrower and its Subsidiaries taken as a whole; (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan
Documents; or (iii) Borrower’s interest in, or the value, perfection or priority of Bank’s security interest in the Collateral. 

“Negotiable Collateral” means all of Borrower’s present and future letters of credit of which it is a beneficiary, drafts, instruments
(including promissory notes), securities, documents of title, and chattel paper, and Borrower’s Books relating to any of the foregoing. 

“Obligations” means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any
other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing
from Borrower to others that Bank may have obtained by assignment or otherwise. 
 “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. 
 “Periodic Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any
instrument, or agreement now or hereafter in existence between Borrower and Bank. 
 “Permitted Indebtedness” means: 

(a) Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document; 

(b) Indebtedness existing on the Closing Date and disclosed in the Schedule; 

(c) Indebtedness not to exceed $350,000 in the aggregate in any fiscal year of Borrower secured by a lien described in clause
(c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed at the time it is incurred the lesser of the cost or fair market value of the property financed with such Indebtedness; 

(d) Subordinated Debt; 

  
 6. 









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

 (f) Indebtedness of Borrower to any Subsidiary and Contingent Obligations of any Subsidiary with respect to
obligations of Borrower, Indebtedness of any Subsidiary to any other Subsidiary and Contingent Obligations of any Subsidiary with respect to obligations any other Subsidiary, and Indebtedness of any Subsidiary to Borrower; 

(g) Indebtedness of Borrower in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers’ acceptances and
similar obligations and trade-related letters of credit, in each case provided in the ordinary course of business and not in connection with Indebtedness for money borrowed; and 

(h) Extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not
increased or the terms modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be. 
 “Permitted
Investment” means: 
 (a) Investments existing on the Closing Date disclosed in the Schedule; 

(b) (i) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or
any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either
Standard & Poor’s Corporation or Moody’s Investors Service, (iii) repurchase agreements relating to securities issued or guaranteed as to principal and interest by the United States of America, (iv) mutual funds that
invest solely in investments of the type described in clauses (i), (ii), or (iii) above, (v) Bank’s certificates of deposit maturing no more than one year from the date of investment therein, and (vi) Bank’s money market
accounts; (vii) Investments in regular deposit or checking accounts held with Bank or subject to a control agreement in favor of Bank; and (viii) Investments consistent with any investment policy adopted by the Borrower’s board of
directors; 
 (c) Repurchases of stock from former employees, consultants or directors of Borrower under the terms of
applicable repurchase agreements (i) in an aggregate amount not to exceed $350,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any
amount where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees, consultants or directors to Borrower regardless of whether an Event of Default exists; 

(d) Investments accepted in connection with Permitted Transfers; 

(e) Investments of Subsidiaries in or to other Subsidiaries or Borrower, and Investments by Borrower in Subsidiaries not to exceed
$350,000 in the aggregate in any fiscal year; 
 (f) Investments not to exceed $350,000 outstanding in the aggregate at
any time 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 plan agreements approved by Borrower’s Board of Directors; 
 (g) Investments in unfinanced capital expenditures in any fiscal year, not to exceed $350,000; 

  
 7. 









 (h) Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; 

(i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers
who are not Affiliates, in the ordinary course of business, provided that this subparagraph (h) shall not apply to Investments of Borrower in any Subsidiary; 
 (j) Investments in prepaid expenses, negotiable instruments held for collection, and deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the
purchase of property, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not representing an obligation for borrowed money;

 (k) Joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the
non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $350,000 in the aggregate in any fiscal year; and 

(l) Investments permitted under Section 7.3. 
 “Permitted Liens” means the following: 
 (a) Any Liens existing
on the Closing Date and disclosed in the Schedule (excluding Liens to be satisfied with the proceeds of the Credit Extensions) or arising under this Agreement, the other Loan Documents, or any other agreement in favor of Bank; 

(b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good
faith by appropriate proceedings and for which Borrower maintains adequate reserves; 
 (c) Liens not to exceed $350,000
in the aggregate (i) upon or in any Equipment and related software (other than Equipment financed by a Credit Extension) acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such Equipment and related software
or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment and related software, or (ii) existing on such Equipment and related software at the time of its acquisition, in each case provided that the
Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment and related software; 
 (d) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any
extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; 

(e) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Sections 8.4
(attachment) or 8.7 (judgments); 
 (f) Liens securing Subordinated Debt; 

(g) Deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the
performance of bids, tenders or 

  
 8. 









 
contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the
repayment of borrowed money) or to secure statutory obligations (other than liens arising under ERISA or environmental liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business;

 (h) Liens arising out of leases or subleases and licenses and sublicences granted to others in the ordinary course of
Borrower’s business not interfering in any material respect with the business of Borrower and its Subsidiaries taken as a whole; 
 (i) Easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar changes or encumbrances affecting real property not constituting a Material
Adverse Effect on Borrower’s and its Subsidiaries’ business, taken as a whole; and 
 (j) Liens of materialmen,
mechanics, warehousemen, carriers, artisans or other similar Liens arising in the ordinary course of business or by operation of law. 
 (k) Subject to Section 6.6, Liens in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees
for deposit services charged by, but not financing made available by such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit accounts. 
 “Permitted Transfer” means the conveyance, sale, lease, transfer or disposition by Borrower or any Subsidiary of: 
 (a) Inventory in the ordinary course of business; 
 (b) licenses and
similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; 
 (c)
worn-out, surplus or obsolete Equipment not financed with the proceeds of Credit Extensions; 
 (d) grants of
security interests and other Liens that constitute Permitted Liens; 
 (e) other assets of Borrower or its Subsidiaries
that do not in the aggregate exceed $350,000 during any fiscal year; 
 (f) Borrower’s property as permitted under
Sections 7.6, 7.7 and 7.8; and 
 (g) amounts by Borrower to or from one of its investment or deposit accounts to another
investment or deposit account maintained with Bank. 
 “Person” means any individual, sole proprietorship, partnership, limited
liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency. 

“Prime Rate” means the variable rate of interest, per annum, most recently announced by Bank, as its “prime rate,” whether or not
such announced rate is the lowest rate available from Bank. 
 “Responsible Officer” means each of the Chief Executive Officer, the
Chief Operating Officer, the Chief Financial Officer, Vice President of Finance and the Controller of Borrower, as well as any other officer or employee identified in as an Authorized Officer in the corporate resolution delivered by Borrower to Bank
in connection with this Agreement. 

  
 9. 









 “Schedule” means the schedule of exceptions attached hereto and approved by Bank, if any.

 “Shares” means (i) sixty-five percent (65%) of the issued and outstanding capital stock, membership units or other
securities owned or held of record by Borrower in any Subsidiary of Borrower which is not an entity organized under the laws of the United States or territory thereof, and (ii) one hundred percent (100%) of the issued and outstanding
capital stock, membership units or other securities owned or held of record by Borrower in any Subsidiary of Borrower which is an entity organized under the laws of the United States or any territory thereof 

“SOS Reports” means the official reports from the Secretaries of State of each Collateral State, the state where Borrower’s chief
executive office is located, the state of Borrower’s formation and other applicable federal, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.

 “Subordinated Debt” means any debt incurred by Borrower that is subordinated in writing to the debt owing by Borrower to Bank on
terms reasonably acceptable to Bank (and identified as being such by Borrower and Bank). 
 “Subsidiary” means any corporation,
partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than 50% of the stock, limited liability company interest or joint venture of which by the terms thereof ordinary voting
power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through an Affiliate. 

“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. 

  
 10.










			
	DEBTOR:	  	OSMETECH TECHNOLOGY, INC.
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B-1 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 

(a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper),
deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles, domain names,
and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property
(including securities and securities entitlements but limited to sixty-six two-thirds percent (66 2/3%) of the outstanding equity securities of any subsidiary formed in a jurisdiction outside of the United States), letter of credit rights, money,
and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
 1. 










			
	DEBTOR:	  	GENMARK DIAGNOSTICS, INC.
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B-2 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 

(c) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper),
deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles, domain names
and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property
(including securities and securities entitlements but limited to sixty-six two-thirds percent (66 2/3%) of the outstanding equity securities of any subsidiary formed in a jurisdiction outside of the United States), letter of credit rights, money,
and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (d) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
 1. 










			
	DEBTOR:	  	CLINICAL MICRO SENSORS, INC.
		
	SECURED PARTY:	  	SQUARE 1 BANK

 EXHIBIT B-3 
 COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 
 All personal property of
Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to: 

(e) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper),
deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), financial assets, general intangibles (including patents, trademarks, copyrights, goodwill, payment intangibles, domain names
and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property
(including securities and securities entitlements but limited to sixty-six two-thirds percent (66 2/3%) of the outstanding equity securities of any subsidiary formed in a jurisdiction outside of the United States), letter of credit rights, money,
and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; 
 (f) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any
right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time, including revised Division 9 of the Uniform Commercial Code-Secured Transactions. 

  
 1. 









 EXHIBIT C 

 
 



 
  

															
							
		 	Sent to |	  	 	  	 	  	Date |	  	 	Time |	  	  	 
				
		 	 Requested Transaction
  
	  				  	
		 	 	 	 	 	 
		 	BORROWER	  	 Osmetech Technology, Inc
	  		  	REQUESTED TRANSACTION TYPE	  	 	DOLLAR AMOUNT	  	  	 
		 					 
		 	FROM Account No.	  	  
	  		  	Principal Increase (Advance)	  	$	—  	  	  	 
		 		  		  		  		  	  
	  
	 	  	 
		 		  		  		  	Principal Payment (Only)	  	$	—  	  	  	 
		 		  		  		  		  	  
	  
	 	  	 
		 	TO Account No.	  	  
	  		  		  				  	 
		 	  

Borrower’s total Cash as of the date of this
 certificate (including Cash held outside of
	  		  	Other Instructions:	  				  	 
		 	Square 1 Bank, if any)	  	 $  —  
	  		  		  				  	 
		 			 
		 	 X
	  		  			  	 
		 	borrower authorized signature	  			  	 
		 	  
 NOTE: THE PERSON SIGNING THIS ADVANCE
REQUEST MUST BE LISTED AS AN AUTHORIZED OFFICER IN THE BORROWING RESOLUTIONS EXECUTED BY THE COMPANY IN CONNECTION WITH THE LOAN AND SECURITY AGREEMENT
	  			  	 
		 	  			  	 
		 	  			  	 
		 	  			  	 
		 	  			  	 
		 	  			  	 
		 	  			  	 
		 	  		  				  	 
		 	  
	  		  		  				  	 
		 	authorized requestor	  	phone number	  		  		  				  	 
		 					 
		 	 	  	 	  	 	  	 	  	 	 	 	  	 

  

			
		 	 All representations and warranties of Borrower stated in the Loan Agreement are true, correct and complete in all material respects
as of the date of the request for, and advance confirmed by, this Loan Advance / Paydown Request; provided that those representations and warranties of the date expressly referring to another date shall be true, correct and complete in all material
respects as of such date.
  
 Outgoing Wire Transfer
Instructions
  
 Is there a wire request tied to this loan
advance? Please
circle:                                       
             YES        NO

If there is a wire associated, please complete the necessary fields below. By filling out the fields below you are requesting Square 1 Bank to initiate
the wire on your behalf, in which case an authorized person(s) will be contacted by Square 1 Bank for PIN and wire confirmation based on the instruction you provided to the Bank within your Funds Transfer Agreement.

 
 All fields below must be completed for an associated wire to go out of your
account (subject to wire confirmation with PIN).



 
  

													
		 	  
 WIRE AMOUNT
  
	  	 $
	  	 	  	FROM ACCOUNT NO.	  	  
	  	 
		 	 Beneficiary Name
  
	  	  
	  		  	ABA Routing No. (9 digits)	  	  
	  	 
		 	 Beneficiary Account No.

 
	  	  
	  		  	Receiving Institution Name	  	  
	  	 
		 	 Beneficiary Address
  
	  	  
	  		  	Receiving Institution Address	  	  
	  	 
		 		  	  
	  		  		  	  
	  	 
		 					 
		 	 	  	 	  	 	  	 	  	 	  	 
		 	  

COMMENTS TO BENEFICIARY
	  	 
		 	 
		 	 	  	 


 For Bank Use Only 
  

															
		 	  
 TRANSACTION
REQUEST
	  	 	  	 	  	OUTGOING WIRE TRANSFER
		 				 	 
		 	date received	 	  
	  	comp. status	  	  
	  	 	  	 X

		 	time received	 	  
	  	status date	  	  
	  	 	  	wire approval signature
		 	 	 
		 	 X
	  	 	  	wire posted               
                 YES            NO
		 	 analyst signature
	  	 	  		  	 
		 	 		 
		 	 X
	  	 	  	date	  	  

		 	 manager’s approval signature
	  	 	  	time	  	  

		 	 	 	 	  	 	  	 	  	 	  	 	  	 
		 	  
 TELEPHONE REQUEST
	  	 	  	 p. bal. |

		 		 		  		  		  	 	  	 p. no. |

		 	 received by |
	  	 	  	 p. notes |

		 	 	 	 	  	 	  	 	  	 	  	 	  	 


  

					
	Square 1 Bank Confidential	 		 	New Borrower’s Kit V 1.1


  
 2. 









 EXHIBIT D 

 
 



 
  

													
		 		  	 Borrower |    Osmetech Technology, Inc
	  	 	Commitment Amount |	  	  	$	2,000,000	  
					
		 		  	 Accounts Receivable
	  				  			
				
		 	 1.
	  	 Accounts Receivable Book Value as of
                date |                    

	   
	  	$	                    —  	  
		 		  		  				  	  
	  
	 
		 	 2.
	  	 Additions (please explain on reverse)
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 3.
	  	 TOTAL ACCOUNTS RECEIVABLE
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
				
		 		  	 Accounts Receivable Deductions (without duplication)
	   
	  			
					
		 	 4.
	  	 Amounts over 90 days
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 5.
	  	 Credit balances over 90 days
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 6.
	  	 Balance of 25% over 90 days
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 7.
	  	 Concentration limits
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 8.
	  	 Foreign Accounts
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 9.
	  	 Government Accounts
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 		  	    (except Assigned Government Contracts)	  				  			
		 	 10.
	  	 Contra Accounts
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 11.
	  	 Demo Accounts
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 12.
	  	 Intercompany/Employee Accounts
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 13.
	  	 Advance Billings
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 14.
	  	 Progress Billings
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 15.
	  	 Other (please explain below)
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 16.
	  	 Total Accounts Receivable Deductions
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 17.
	  	 Eligible Accounts (#3 Minus #16)
	  	$	—  	  	  			
		 		  		  	  
	  
	 	  			
		 	 18.
	  	 Loan Value of Accounts Receivable ( 80 % of #17)
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
					
		 		  	 Balances
	  				  			
		 	 19.
	  	 Maximum Loan Amount
	  	$	2,000,000.00	  	  			
		 		  		  	  
	  
	 	  			
		 	 20.
	  	 Total Unrestricted Cash at Bank
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 21.
	  	 Total Funds Available
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 22.
	  	 Present balance outstanding on Line of Credit
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 23.
	  	 Outstandings under Sublimits (Letters of Credit)
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	 24.
	  	 Reserve Position
	  				  	$	—  	  
		 		  		  				  	  
	  
	 
		 	  
 The undersigned represents and warrants that the
foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan & Security Agreement between the undersigned and Square 1
Bank.
  
	 
     



		 		  	 Comments
	  				  			

 
	
	 
	 




  

							
				
	 X
	  		  	bank	  	Square 1 Bank
	authorized signature	  		  	address	  	ATTN: Portfolio Analysis Dept.
		  		  		  	 406 Blackwell St. Suite 240

Durham, NC 27701

	 name |
	  		  	web link	  	www.square1bank.com
		  		  	phone	  	919-314-3040
	 title |
	  		  	fax	  	919-314-3090
		  		  	email	  	reportsed@square1bank.com



 

							
	 For Bank Use Only

 

	  

received by |
	 	date |	 	reviewed by |	 	date |


  

					
	Square 1 Bank Confidential	 		 	New Borrower’s Kit v 1.1


  
 3. 









  
 EXHIBIT E 

 
 



 
  

																									
		 		 	Borrower  	  	Osmetech Technology, Inc
		 	  
 The undersigned authorized Officer of
                     (“Borrower”), 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
covenants except as noted below; and (ii) all representations and warranties of Borrower stated on the Agreement are true and correct as of the date hereof. 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.

 

		 		 	        Reporting Covenants
		
		 	 Please indicate compliance status by circling YES or NO under the COMPLIES
column.
  

		 	  

COVENANTS
  
	  	 REQUIRED

 
	  	 	  	 COMPLIES

 

		 	 Monthly financial statements, Compliance Cert.
	  	Monthly, within 30 days	  		  	YES	  	NO
		 	 A/R & A/P Agings, Borrowing Base Cert.
	  	Monthly, within 30 days	  		  	YES	  	NO
		 	 IP Report
	  	Quarterly, within 30 days	  		  	YES	  	NO
		 	 A/R Audit
	  	Initial and Semi-Annual	  		  	YES	  	NO
		 	 Annual (CPA Audited)
	  	FYE within 180 days	  		  	YES	  	NO
		 	 10K and 10Q
	  	(as applicable)	  		  	YES	  	NO
		 	 Annual Financial Projections

 
	  	 November 30 of each year

 
	  	 	  	 YES

 
	  	NO
 

		 		 	  

        Banking Relationship

		
		 	 Please Banking Relationship below and circle YES or NO under the COMPLIES column.

 

		 	 	 	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	  

COMPLIES
	  	 
		 	Total Amount of Borrower’s Cash and Investments at S1B	  	
                    
 
	  		  		  	 
		 	All Cash and Investments at S1B?	  		  		  	YES	  	NO
		 		 	If no, total amount of Borrower’s Cash and Investments outside of S1B	  		  	  
	  		  		  	 
		 		 	Location of Cash & Investments outside of S1B	  	  
	  		  		  	 
		 				 
		 	Total amount of Borrower’s Cash and Investments	  	
                    
                     
	  		  		  	 
		 				 
		 	 	  	 	  	 	  	 	  	 
		 		 	  

        Financial Covenants
	  		  		  		  		  		  		  		  		  	
		
		 	 Please list financial covenants below and circle YES or NO under the COMPLIES column.

 

		 	 COVENANTS
	  	 	  	REQUIRED	  	ACTUAL	  	COMPLIES
		 								 
		 	 Liquidity Ratio
	  		  	1.50	  		  		  		  	YES	  	NO	  	NA
		 								 
		 	 Current Ratio
	  		  	1.50	  		  		  		  	YES	  	NO	  	NA
		 							 
		 	 Trailing 3 Mo. Cash Burn

 
	  	 	  	See Covenant Worksheet
 
	  	 	  	 	  	YES  
	  	 NO

 
	  	NA  

		
		 	 Please enter comments regarding covenant violations

 

		 
		 	 
		 	  
 By signing below, the Officers further acknowledge
that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, and such non-compliance results in a Default or Event of Default and such Default or Event of
Default is continuing, then no credit extensions will be made.
  



 
															
		 		 		  		  		  	 Please Send All Required Reporting to:
  

	 X
	 		  	
                 

	  		  		  	address	  	 Square 1 Bank
  

	authorized signature	 		  	date	  		  		  		  	 ATTN: Portfolio Analysis Dept.

 

		 		  		  		  		  		  	 406 Blackwell St. Suite 240

 

	 name:
	 		  		  		  		  		  	 Durham, NC 27701
  

		 		 		  		  		  		  	web link	  	 www.square1bank.com
  

	 title:
	 		  		  		  		  	phone	  	 919-314-3040
  

		 		 		  		  		  		  	fax	  	 919-314-3090
  

		 		 		  		  		  		  	email	  	 reportsed@square1bank.com

 



 
																											
												
		 		 		  	For Bank Use Only	  				  		  		  		  		  				  		 	
	 	 	  
   received by |
	  	 	date |	  	  	 	  	 	  	reviewed by |	  	 	  	 	date |	  	  	 	 	 
	 	 	  

  financial compliance status:
  
	  	   
	YES  
	    
	  	 NO

 
	  	 	  	 	  	 	  	 	 	 	  	 	 	 


  

					
	Square 1 Bank Confidential	 		 	New Borrower’s Kit v 1.1


  
 4.