EX-10.1



 Exhibit 10.1 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7, 2017 (the “Effective Date”)
by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b)(i) ICAD, INC., a Delaware corporation (“ICAD”), (ii) XOFT, INC., a Delaware corporation
(“Xoft”) and (iii) XOFT SOLUTIONS, LLC, a Delaware limited liability company (“Xoft Solutions”, and together with ICAD and Xoft, individually and collectively, jointly and severally,
“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 
  

	 	1	ACCOUNTING AND OTHER TERMS 

 Accounting terms not defined in this Agreement shall
be construed following GAAP. Calculations and determinations must be made following GAAP. Notwithstanding the foregoing, all financial covenant and other financial calculations shall be computed with respect to Borrower only, and not on a
consolidated basis. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code
to the extent such terms are defined therein. 
  

	 	2	LOAN AND TERMS OF PAYMENT 

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

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

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

2.3 Term Loan. 
 (a)
Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, on the Effective Date, Bank may, in its good faith business discretion, make one (1) term loan advance available to Borrower in the original
principal amount equal to Six Million Dollars ($6,000,000.00) (the “Term Loan A Advance”). Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Draw Period, Bank may, in its good faith
business discretion, make one (1) term loan advance available to Borrower in the original principal amount not to exceed Three Million Dollars ($3,000,000.00) (the “Term Loan B Advance”). The Term Loan A Advance and the Term
Loan B Advance are each hereinafter referred to singly as a “Term Loan Advance” and, collectively, as the “Term Loan Advances”). After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed. 

(b) Interest Payments. With respect to each Term Loan Advance, commencing on the first Payment Date following the Funding Date of such
Term Loan Advance and continuing on the Payment Date of each month thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of such Term Loan Advance at the rate set forth in Section 2.5(a). 

(c) Repayment. Commencing on the Term Loan Amortization Date and continuing on each Payment Date thereafter during the applicable Term
Loan Payment Period, Borrower shall repay the Term Loan Advances in (i) equal monthly installments of principal, plus (ii) monthly payments of accrued interest at the rate set forth in Section 2.5(a). All outstanding principal and
accrued and unpaid interest under each Term Loan Advance, and all other outstanding Obligations with respect to such Term Loan Advance, are due and payable in full on the Term Loan Maturity Date. 







 (d) Permitted Prepayment. Borrower shall have the option to prepay all, but not less than
all, of the Term Loan Advances, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to such prepayment, and (ii) pays, on the date of such prepayment
(A) the outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (B) the Term Loan Prepayment Premium, (C) the Final Payment and (D) all other sums, if any, that shall have become due and
payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts. 
 (e)
Mandatory Prepayment Upon an Acceleration. If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of
(i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Final Payment and (iii) all other sums, if any, that shall have become due and payable with respect to the Term Loan
Advances, including interest at the Default Rate with respect to any past due amounts. 
 2.4 Overadvances. If, at any time, the
outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”). Without
limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate (for clarity, an additional Default Rate on Overadvances will not be
imposed pursuant to Section 2.5(b)). 
 2.5 Payment of Interest on the Credit Extensions. 

 

	 	(a)	Interest Rate. 

 (i) Advances. Subject to Section 2.5(b), the
principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to (A) at all times when a Streamline Period is not in effect, one and one-half of one percent (1.50%) above the Prime Rate and
(B) at all times when a Streamline Period is in effect, one-half of one percent (0.50%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.5(d) below. 

(ii) Term Loan Advances. Subject to Section 2.5(b), the principal amount outstanding under each Term Loan Advance shall
accrue interest at a floating per annum rate equal to the Prime Rate, which interest shall be payable monthly in accordance with Section 2.5(d) below. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at
a rate per annum which is two and one-half of one percent (2.50%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan
Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. Payment or acceptance of the increased interest rate provided in
this Section 2.5(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank. 

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

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

(a) Commitment Fee. A fully earned, non-refundable commitment fee of Forty Thousand Dollars ($40,000.00) (the “Commitment
Fee”) is earned as of the Effective Date and is due and payable as follows: (i) Ten Thousand Dollars ($10,000.00) is due and payable on the Effective Date; (ii) Ten Thousand Dollars ($10,000.00) is due and payable on the earlier
to occur of (A) the date that is one (1) year from the Effective Date or (B) the termination of this Agreement; (iii) Ten Thousand Dollars ($10,000.00) is due and payable on the earlier to occur of (A) the date that is two
(2) years from the Effective Date or (B) the termination of this Agreement; and (iv) Ten Thousand Dollars ($10,000.00) is due and payable on the earlier to occur of (A) the date that is three (3) years from the Effective
Date or (B) the termination of this Agreement; 
 (b) Termination Fee. Upon the election of Borrower to terminate this Agreement
or the Revolving Line for any reason prior to the Revolving Line Maturity Date, in addition to the payment of any other amounts then-owing, a termination fee in an amount equal to two percent (2.0%) of the Revolving Line (the
“Termination Fee”), provided that no Termination Fee shall be charged if the credit facility hereunder is replaced with a new facility from Bank; 

(c) Term Loan Prepayment Premium. The Term Loan Prepayment Premium, when due hereunder; 

(d) Final Payment. The Final Payment, when due hereunder; and 

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

Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or
repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by
Borrower under the clauses of this Section 2.6 pursuant to the terms of Section 2.7(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this
Section 2.6. 
 2.7 Payments; Application of Payments; Debit of Accounts. 

(a) All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or
counterclaim, before 12:00 p.m. Eastern time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a
day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

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

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

2.8 Withholding. 
 (a)
Payments received by Bank from Borrower under this Agreement will be made free and clear of and without deduction for any and all present or future Taxes. Specifically, however, if at any time any Governmental Authority, applicable law, regulation
or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to Bank (other than in respect of any Taxes imposed under FATCA), Borrower hereby covenants and agrees that the
amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, Bank receives a net sum equal to the sum which
it would have received had no withholding or deduction (other than in respect of any Taxes imposed under FATCA) been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon
request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment
is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.8 shall survive the termination
of this Agreement. 
 (b) Status of Lenders. 

(i) Bank, and any other Person holding a beneficial interest in the right to make Advances or Term Loan Advances, if entitled
to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement, shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably
requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Bank and any other Person holding a beneficial interest in the right to make Advances or Term Loan Advances, if
reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Bank or such other Person is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth below in subparagraphs (ii)(A),
(ii)(B) and (ii)(D) of this Section 2.8(b)) shall not be required if in the reasonable judgment of Bank or any such other Person holding a beneficial interest in the right to make Advances or Term Loan Advances such completion, execution or
submission would subject Bank or such other Person to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Bank or of such other Person. 

(ii) Without limiting the generality of the foregoing, 

(A) Bank or any such other Person holding a beneficial interest in the right to make Advances or Term Loan Advances that is a
US Person shall deliver to Borrower on or prior to the date on which such other Person acquires a beneficial interest in the right to make Advances or Term Loan Advances (and from time to time thereafter upon the reasonable request of Borrower),
executed copies of IRS Form W-9 certifying that Bank or such other Person is exempt from U.S. federal backup withholding Tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as
shall be requested by Borrower) on or prior to the date on which such Foreign Lender acquires a beneficial interest in the right to make Advances or Term Loan Advances (and from time to time thereafter upon the reasonable request of Borrower),
executed copies of the applicable IRS Form W-8, duly completed, together with such supplementary documentation as may be prescribed by applicable law (or reasonably requested by Borrower, including a customary “non-bank” certificate) to
permit Borrower to determine the withholding or deduction required to be made; 

  
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 (C) any Foreign Lender shall, to the extent it is legally entitled to do so,
deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender acquires a beneficial interest in the right to make Advances or Term Loan Advances (and from time to time
thereafter upon the reasonable request of Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made; and 

(D) if a payment made to Bank or any other Person holding a beneficial interest in the right to make Advances or Term Loan
Advances would be subject to U.S. federal withholding Tax imposed by FATCA if Bank or such other Person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Internal Revenue Code, as applicable), Bank or such other Person shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that Bank or
such other Person has complied with the obligations imposed by FATCA on Bank or such other Person or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the Effective Date. 
 Bank and any such other Person holding a beneficial interest in the
right to make Advances or Term Loan Advances agree that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing
of its legal inability to do so. 
  

	 	3	CONDITIONS OF LOANS 

 3.1 Conditions Precedent to Initial Credit
Extension. Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank
may reasonably request, including, without limitation: 
 (a) duly executed Loan Documents; 

(b) the Operating Documents and long-form good standing certificates of each Borrower certified by the Secretary of State of Delaware and each
jurisdiction in which any Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; 

(c) good standing certificates for (i) ICAD from New Hampshire, (ii) Xoft from California and (iii) Xoft Solutions from
California, each certified by the Secretary of State (or equivalent agency) as of a date no earlier than thirty (30) days prior to the Effective Date; 

(d) a secretary’s certificate of ICAD with respect to ICAD’s Operating Documents, incumbency, specimen signatures and Borrowing
Resolutions; 

  
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 (e) a secretary’s certificate of Xoft with respect to Xoft’s Operating Documents,
incumbency, specimen signatures and Borrowing Resolutions; 
 (f) a limited liability company’s borrowing certificate of Xoft Solutions
with respect to Xoft Solutions’ Operating Documents, incumbency, specimen signatures and Borrowing Resolutions; 
 (g) certified
copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted
Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (h) the duly executed Perfection
Certificate of each Borrower; 
 (i) a duly executed RSA 399-B Statement of Finance Charges; 

(j) a legal opinion (authority and enforceability) of Borrower’s counsel dated as of the Effective Date; 

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

(l) with respect to the initial Advance, a completed Borrowing Base Report (and any schedules related thereto and including any other
information requested by Bank with respect to Borrower’s Accounts); and 
 (m) payment of the fees and, to the extent Borrower has
received an invoice in reasonable detail, Bank Expenses then due as specified in Section 2.6 hereof. 
 3.2 Conditions Precedent to
all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: 

(a) timely receipt of (i) the Credit Extension request and any materials and documents required by Section 3.4 and (ii) with
respect to the request for Term Loan Advances, an executed Payment/Advance Form and any materials and documents required by Section 3.4; 

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

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

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

  
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 3.4 Procedures for Borrowing. 

(a) Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this
Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Eastern time at least one (1) Business Day prior to the
proposed Funding Date of the Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such notice shall be in a written format
acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances (Bank acknowledges that it has received
such satisfactory Board approval as of the Effective Date and, so long as such Board approval remains in full force and effect and is not revoked, such approval shall satisfy this requirement). In connection with any such notification, Borrower must
promptly deliver to Bank by electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in
its reasonable discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary
to meet Obligations which have become due. 
 (b) Term Loan Advances. Subject to the prior satisfaction of all other applicable
conditions to the making of a Term Loan Advance set forth in this Agreement, to obtain a Term Loan Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which notice shall be irrevocable) by electronic mail by
12:00 p.m. Eastern time at least one (1) Business Day prior to the proposed Funding Date of the Term Loan Advance. Such notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing
Bank’s online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may
provide such notices and request Term Loan Advances (Bank acknowledges that it has received such satisfactory Board approval as of the Effective Date and, so long as such Board approval remains in full force and effect and is not revoked, such
approval shall satisfy this requirement). In connection with such notification, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program a completed Payment/Advance Form executed by an Authorized Signer
together with such other reports and information, as Bank may request in its reasonable discretion. Bank shall credit proceeds of any Term Loan Advance to the Designated Deposit Account. Bank may make Term Loan Advances under this Agreement based on
instructions from an Authorized Signer or without instructions if the Term Loan Advances are necessary to meet Obligations which have become due. 
  

	 	4	CREATION OF SECURITY INTEREST  

 4.1 Grant of Security Interest. Borrower
hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all
proceeds and products thereof. 
 Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank
Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have
all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien
in this Agreement). 
 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than
inchoate indemnity obligations and Bank Services for which cash collateral is required by Bank and provided by Borrower in accordance with this Section 4.1) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than
inchoate indemnity obligations and Bank Services for which cash collateral is required by 

  
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Bank and provided by Borrower in accordance with this Section 4.1) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and
expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations and Bank Services for which cash collateral is required by
Bank and provided by Borrower in accordance with this Section 4.1) are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral consistent
with Bank’s then-current practice for Bank Services. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are
denominated in Dollars, then one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of
Credit, to secure all of the Obligations relating to such Letters of Credit. 
 4.2 Priority of Security Interest. Borrower
represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that are permitted pursuant to the
terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and
grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank. 

4.3 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to
Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an
equal or lesser scope, or with greater detail, all in Bank’s discretion. Bank will provide to Borrower (a) a copy of the financing statement filed on or about the Effective Date and (b) upon Borrower’s request, a copy of any
other financing statements filed by Bank. 
  

	 	5	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants as follows:

 5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered
Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the
failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificate signed by Borrower, entitled
“Perfection Certificate” (collectively, as amended the “Perfection Certificate”). Borrower represents and warrants to Bank that, as amended from time to time as permitted by this Agreement, (a) Borrower’s exact
legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection
Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one,
its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation,
organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it
being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent that such updates are resulting from actions, transactions, circumstances or events not
prohibited by the terms of this Agreement, and each such update shall be deemed to be an amendment to the Perfection Certificate). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such
occurrence and provide Bank with Borrower’s organizational identification number, if any. 
 The execution, delivery and
performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate
any material Requirements of Law, (iii) contravene, 

  
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conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their
property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained
and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default
under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business. 

5.2 Collateral. Borrower has good title to, rights in, and the power to transfer rights in each item of the Collateral upon which it
purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s Affiliates except for the Collateral
Accounts described in the Perfection Certificate and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to the terms of Section 6.8(b). The Accounts are bona fide, existing
obligations of the Account Debtors.  
 The Collateral is not in the possession of any third party bailee (such as a warehouse)
except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 

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

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to
its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent
which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been
judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not
reasonably be expected to have a material adverse effect on Borrower’s business. 
 Except as noted on the Perfection Certificate,
Borrower is not a party to, nor is it bound by, any Restricted License. 
 5.3 Accounts Receivable. 

(a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an
Eligible Account. 
 (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing
the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or
giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. As of the date of any Borrowing Base Report, Borrower has no knowledge of any actual or imminent Insolvency
Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible
Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or
similar laws relating to or limiting creditors’ rights generally. 
 5.4 Litigation. There are no actions or proceedings pending
or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00). 

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

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

5.7 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower
(a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business. None of
Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any
hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are
necessary to continue their respective businesses as currently conducted. 
 5.8 Subsidiaries; Investments. Borrower does not
own any stock, partnership, or other ownership interest or other equity securities except for Permitted Investments.  
 5.9 Tax
Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower
except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity
with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00).  

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any
material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a
“Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of One Hundred Thousand Dollars
($100,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or
complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or
its successors or any other governmental agency. 
 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions
solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes. 

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed
as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 

  
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 5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a
representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation,
of any Responsible Officer. 
  

	 	6	AFFIRMATIVE COVENANTS 

 Borrower shall do all of the following: 

6.1 Government Compliance. 

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations, provided that Borrower shall not be required to maintain the legal
existence of any Subsidiary (that is not a Borrower) if the failure to maintain such Subsidiary’s legal existence would not have a material adverse effect on the business of Borrower. Borrower shall comply, and have each Subsidiary comply, in
all material respects, with all laws, ordinances and regulations to which it is subject. 
 (b) Obtain all of the Governmental Approvals
necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any such obtained
Governmental Approvals to Bank. 
 6.2 Financial Statements, Reports, Certificates. Provide Bank with the following: 

(a) within thirty (30) days after the end of each month, a Borrowing Base Report (and any schedules related thereto and including any
other information requested by Bank with respect to Borrower’s Accounts, including a detailed accounts receivable ledger, in a form of presentation reasonably acceptable to Bank); 

(b) within thirty (30) days after the end of each month, (i) monthly accounts receivable agings, aged by invoice date,
(ii) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, a detailed Account
Debtor listing, Deferred Revenue report, and general ledger; 
 (c) as soon as available, but no later than (i) forty-five
(45) days after the last day of each of the first three (3) fiscal quarters of Borrower’s fiscal year, a form 10-Q, and (ii) ninety (90) days after the last day of the final quarter of Borrower’s fiscal year, a form
10-K, which form 10-K shall include an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank, as filed with the SEC together with copies of all reports and materials in
connection therewith; 
 (d) as soon as available, but no later than thirty (30) days after the last day of each month, a company
prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer in a form of presentation reasonably acceptable to Bank (the “Monthly Financial
Statements”); 
 (e) within thirty (30) days after the last day of each month and together with the Monthly Financial
Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in compliance with all of the terms and conditions of this Agreement, and, as of the end of each
applicable calendar quarter, setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end
of such month there were no held checks; 

  
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 (f) no later than thirty (30) days following the earlier to occur of (i) Board approval
or (ii) the end Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming
fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual
financial projections; 
 (g) to the extent not previously delivered to Bank, within five (5) days of filing, copies of all periodic
and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to
its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify
Bank in writing (which may be by electronic mail) of the posting of any such documents; 
 (h) within five (5) days of delivery, copies
of all statements, reports and notices made available to any holders of Subordinated Debt; 
 (i) prompt report of any legal actions pending
or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000.00) or more; and

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

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

(b) Disputes. Borrower shall promptly notify Bank of all disputes or claims in excess of Fifty Thousand Dollars ($50,000.00) relating
to Accounts. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable
manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; and (ii) no Event of Default has occurred and is continuing. 

(c) Collection of Accounts. Borrower shall direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox
account, or such other “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”). Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all
payments on and proceeds of Accounts to the Cash Collateral Account. Subject to Bank’s right to maintain a reserve pursuant to Section 6.3(d), all amounts received in the Cash Collateral Account shall be (i) when a Streamline Period
is not in effect, applied to immediately reduce the Obligations under the Revolving Line, or (ii) when a Streamline Period is in effect, transferred on a daily basis to Borrower’s operating account with Bank. Borrower hereby authorizes
Bank to transfer to the Cash Collateral Account any amounts received in an account of Borrower with Bank (other than the Cash Collateral Account) that Bank reasonably determines are proceeds of the Accounts (provided that Bank is under no obligation
to do so and this allowance shall in no event relieve Borrower of its obligations hereunder). 

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

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

(f) Verifications; Confirmations; Credit Quality; Notifications. Bank may, from time to time, (i) verify and confirm directly with
the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and/or (ii) conduct a credit check of any Account Debtor to approve
any such Account Debtor’s credit. In addition, if an Event of Default exists, Bank may notify (i) Account Debtors to make payments in respect of Accounts directly to Bank and/or (ii) any Account Debtor of Bank’s security interest
in Accounts. 
 (g) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or
destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Account, or for
settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however,
relieve Bank from liability for its own gross negligence or willful misconduct. 
 6.4 Remittance of Proceeds. Except as otherwise
provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be
applied to the Obligations (a) prior to an Event of Default, pursuant to the terms of Section 6.3(c) hereof, and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4
hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length
transaction for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000.00) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other
funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section 6.4 limits the restrictions on disposition of Collateral set forth elsewhere in this
Agreement. 
 6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns
and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any
taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred
compensation plans in accordance with their terms. 
 6.6 Access to Collateral; Books and Records. At reasonable times, on
three (3) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s
Books. Such inspections or audits shall be conducted no more frequently than four (4) times in any calendar year, unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be conducted at
Borrower’s expense and the charge therefor shall be One Thousand Dollars ($1,000.00) per person per day (or such higher amount as shall  

  
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represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses; provided, however, Borrower shall not be required to pay for more than two
(2) such inspections and audits completed when no Event of Default exists during each calendar year. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules the
audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of One Thousand Dollars ($1,000.00) plus any out-of-pocket expenses incurred by Bank to
compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. Borrower hereby acknowledges that the first such audit will be conducted prior to the earlier to occur of (a) the date on which the first Advance is
made to Borrower or (b) within ninety (90) days of the Effective Date. Bank and Borrower acknowledge and agree that each will use its best efforts to ensure that the first such audit is completed on or prior to September 30, 2017.

 6.7 Insurance. 

(a) Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and
as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are reasonably satisfactory to Bank. All property policies shall
have a lender’s loss payable endorsement showing Bank as the sole lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional
insured with respect to any such insurance providing coverage in respect of any Collateral. 
 (b) Ensure that proceeds payable under any
property policy are, at Bank’s option, payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds
of any casualty policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such
replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the
occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. 

(c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each provider
of any such insurance required under this Section 6.7 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank thirty (30) days prior written notice before
any such policy or policies shall be canceled (except ten (10) days’ notice of cancellation for non-payment). If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof
of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent. 

6.8 Accounts. 
 (a)
Maintain its and all of its Subsidiaries’ operating and other deposit accounts, the Cash Collateral Account and primary securities/investment accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be
permitted to maintain (i) one (1) account with First Data, provided that the aggregate balance maintained in such account shall be transferred to an account of Borrower maintained with Bank on a daily basis (the “First Data
Account”) and (ii) its accounts with Citizens Bank as disclosed on the Perfection Certificate until the date that is ninety (90) days from the Effective Date (by which point such accounts must be closed and all property therein
shall be transferred to an account or accounts of Borrower maintained with Bank). 
 (b) In addition to and without limiting the
restrictions in (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account
that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument
with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder 

  
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which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the First Data Account,
(ii) Borrower’s accounts with Citizens Bank described in Section 6.8(a)(ii) above for a period of ninety (90) days following the Effective Date, or (iii) deposit accounts exclusively used for payroll, payroll taxes, and
other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such. 

6.9 Financial Covenant – Minimum Net Revenue. Maintain, to be tested as of the last day of each calendar quarter set forth herein,
net revenue during the trailing six (6) month period ending on such day of at least: (a) Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) for the trailing six (6) month period ending June 30, 2017; (b) Eleven
Million Five Hundred Thousand Dollars ($11,500,000.00) for the trailing six (6) month period ending September 30, 2017; (c) Fourteen Million Dollars ($14,000,000.00) for the trailing six (6) month period ending December 31,
2017; (d) Fifteen Million Dollars ($15,000,000.00) for the trailing six (6) month period ending March 31, 2018; (e) Fifteen Million Two Hundred Fifty Thousand Dollars ($15,250,000.00) for the trailing six (6) month period
ending June 30, 2018; and (f) Fifteen Million Five Hundred Thousand Dollars ($15,500,000.00) for the trailing six (6) month periods ending September 30, 2018 and December 31, 2018. 

With respect to any period ending after December 31, 2018, Bank will set the net revenue covenant levels for any such period in its
reasonable discretion (based upon the methodology used to set such covenants previously and Bank’s then existing underwriting criteria), in consultation with Borrower, based upon budgets, sales projections, operating plans and other financial
information with respect to Borrower that Bank deems relevant in its reasonable judgment, including, without limitation, Borrower’s annual financial projections approved by the Board. With respect thereto: 

(a) Borrower’s failure to either (i) agree in writing (which agreement shall be set forth in a written amendment to this Agreement)
on or before October 30, 2018 to any such covenant levels proposed by Bank with respect to the 2019 calendar year, or (ii) notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, no later than September 30, 2018,
Borrower’s budgets, sales projections, operating plans and other financial information of Borrower that Bank deems relevant in its reasonable judgment, including, without limitation, Borrower’s annual financial projections approved by the
Board, together with any related business forecasts used in the preparation of such annual financial plans and projections, with respect to the 2019 calendar year, shall result in the Revolving Line Maturity Date and the Term Loan Maturity Date
being accelerated to April 30, 2019; 
 (b) Borrower’s failure to either (i) agree in writing (which agreement shall be set
forth in a written amendment to this Agreement) on or before October 30, 2019 to any such covenant levels proposed by Bank with respect to the 2020 calendar year, or (ii) notwithstanding Section 6.2(f) of this Agreement, deliver to
Bank, no later than September 30, 2019, Borrower’s budgets, sales projections, operating plans and other financial information of Borrower that Bank deems relevant in its reasonable judgment, including, without limitation, Borrower’s
annual financial projections approved by the Board, together with any related business forecasts used in the preparation of such annual financial plans and projections, with respect to the 2020 calendar year, shall result in the Revolving Line
Maturity Date and the Term Loan Maturity Date being accelerated to April 30, 2020; and 
 (c) Borrower’s failure to either
(i) agree in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before October 30, 2020 to any such covenant levels proposed by Bank with respect to the 2021 calendar year, or
(ii) notwithstanding Section 6.2(f) of this Agreement, deliver to Bank, no later than September 30, 2020, Borrower’s budgets, sales projections, operating plans and other financial information of Borrower that Bank deems relevant
in its reasonable judgment, including, without limitation, Borrower’s annual financial projections approved by the Board, together with any related business forecasts used in the preparation of such annual financial plans and projections, with
respect to the 2021 calendar year, shall result in the Revolving Line Maturity Date and the Term Loan Maturity Date being accelerated to April 30, 2021. 

Notwithstanding any terms in this Agreement to the contrary, if the Term Loan Maturity Date and Revolving Line Maturity Date are accelerated
pursuant to (a), (b), or (c) above, then, in addition to all other Obligations, Borrower shall be required to pay the Term Loan Prepayment Premium and the Final Payment. 

  
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 6.10 Protection of Intellectual Property Rights. 

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

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

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

(a) Utilize Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and without request
by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by
this Agreement (including, without limitation, those described in Section 6.2 of this Agreement). 
 (b) Comply with the terms of the
“Banking Terms and Conditions” and ensure that all persons utilizing the online banking platform are duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity, accuracy and completeness on any
information, instruction or request for a Credit Extension submitted via the online banking platform and to further assume that any submissions or requests made via the online banking platform have been duly authorized by an Administrator. 

6.13 Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue
Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental
Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or on the operations of Borrower or any of its
Subsidiaries. 
 6.14 Post-Closing Requirement. Deliver to Bank, within thirty (30) days of the Effective Date,
evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or
endorsements in favor of Bank. 
  

	 	7	NEGATIVE COVENANTS 

 Borrower shall not do any of the following without
Bank’s prior written consent: 
 7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively,
“Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for  

  
 16 








 
Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable
to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; and (d) consisting of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in
the ordinary course of business. 
 7.2 Changes in Business, Management, Control, or Business Locations. (a) Engage in or permit
any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto, being the production of technology platforms, hardware, software and
management services designed to support the detection and treatment of cancers; (b) liquidate or dissolve, provided that Borrower shall be permitted to liquidate or dissolve any Subsidiary (that is not a Borrower), if such liquidation or
dissolution would not have a material adverse effect on the business of Borrower and provided that all proceeds of such liquidation shall be distributed to Borrower; (c) fail to provide notice to Bank of any Key Person departing from or ceasing
to be employed by Borrower within five (5) days after such Key Person’s departure from Borrower; or (d) permit or suffer any Change in Control. 

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000.00) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the
aggregate, in excess of One Hundred Thousand Dollars ($100,000.00) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate, (2) change its jurisdiction of organization, (3) change
its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower intends to deliver any portion of the Collateral valued,
individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000.00) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to
deliver the Collateral, then Borrower will first receive the written consent of Bank, and Borrower shall use reasonable commercial efforts to cause such bailee to execute and deliver a bailee agreement in form and substance reasonably satisfactory
to Bank. 
 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any
other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary). A Subsidiary (other than a
Borrower) may merge or consolidate into another Subsidiary or into Borrower and one Borrower may merge or be consolidated into another Borrower. 

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any
right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein (subject only to
Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank)
with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any
Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein. 

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.8(b) hereof.

 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase
any capital stock provided that Borrower may (i) pay dividends solely in common stock; and (ii) repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist
at the time of any such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000.00) per fiscal year; or
(b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so, provided that a Subsidiary that is not a Borrower
may pay dividends or make distributions to its parent. 

  
 17 








 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower, except for 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. 
 7.9 Subordinated Debt. (a) Make or permit any payment on any
Subordinated Debt, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the
subordination thereof to Obligations owed to Bank in each case except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject. 

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the
Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds
of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail, or permit any of its Subsidiaries to fail, to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation, if such failure or violation could reasonably be expected to have a material adverse effect on Borrower’s business; withdraw or permit any Subsidiary to withdraw from
participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any
liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 
  

	 	8	EVENTS OF DEFAULT 

 Any one of the following shall constitute an event of
default (an “Event of Default”) under this Agreement: 
 8.1 Payment Default. Borrower fails to (a) make
any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not
apply to payments due on the Revolving Line Maturity Date or the Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension
will be made during the cure period); 
 8.2 Covenant Default. Borrower (a) fails or neglects to perform any obligation
in Section 6 of this Agreement or violates any covenant in Section 7 of this Agreement or (b) fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or
any Loan Documents and as to any default (other than those specified in clause (a)) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence
thereof; provided, however, grace and cure periods provided under this Section 8.2 shall not apply, among other things, to financial covenants or any other covenants that are required to be satisfied, completed or tested by a date certain or
any covenants set forth in clause (a); 
 8.3 Material Adverse Change. A Material Adverse Change occurs; 

8.4 Attachment; Levy; Restraint on Business. 

(a)(i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of
Borrower (including a Subsidiary), or (ii) a notice of lien or levy is 

  
 18 








 
filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence
thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver,
or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 
 8.5
Insolvency. (a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or
(c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any of the conditions described in clause
(a) exist and/or until any Insolvency Proceeding is dismissed); 
 8.6 Other Agreements. There is, under any agreement to
which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or
in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s
business; 
 8.7 Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of
money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered
against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such
judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree); 

8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later
in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

 8.9 Subordinated Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked
or invalidated or otherwise cease to be in full force and effect, Borrower shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the
Obligations shall for any reason not have the priority contemplated by this Agreement or any applicable subordination or intercreditor agreement; 

8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect;
(b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.4, 8.5, 8.6, 8.7, or 8.8 of this Agreement (after any applicable grace period, if any) occurs
with respect to any Guarantor, (d) the death, liquidation, winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by
Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to
any Guarantor; or 
 8.11 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded,
suspended, modified in an adverse manner or not renewed in the ordinary course or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental
Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) causes, or could reasonably
be expected to cause, a Material Adverse Change, or (ii) adversely affects the legal  

  
 19 








 
qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and could reasonably be expected to affect the status of or legal
qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction. 
  

	 	9	BANK’S RIGHTS AND REMEDIES 

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

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are
immediately due and payable without any action by Bank); 
 (b) stop advancing money or extending credit for Borrower’s benefit under
this Agreement or under any other agreement between Borrower and Bank; 
 (c) demand that Borrower (i) deposit cash with Bank in an
amount equal to at least (A) one hundred five percent (105.0%) of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of
the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn, to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such
Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 

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

(e) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s
rights or remedies; 
 (f) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) amount held by
Bank owing to or for the credit or the account of Borrower; 
 (g) ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets,
trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under
this Section 9.1, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 
 (h) place a
“hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any
Collateral; 
 (i) demand and receive possession of Borrower’s Books; and 

  
 20 








 (j) exercise all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 
 9.2 Power
of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact to: (a) exercisable following the occurrence and during the continuance of an Event of Default, (i) sign Borrower’s name on any invoice or bill
of lading for any Account or drafts against Account Debtors; (ii) demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and
compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (iii) make, settle, and
adjust all claims under Borrower’s insurance policies; (iv) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; (v) transfer the Collateral into the name of Bank or a third party as the Code permits; and (vi) notify all Account Debtors to pay Bank directly; and (b) regardless of whether an Event of Default has
occurred, endorse Borrower’s name on any checks, payment instruments, or other forms of payment or security. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or
continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations and Bank Services for which cash collateral is
required by Bank and provided by Borrower in accordance with this Agreement) have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s
rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations and Bank Services for which cash collateral is required by Bank and provided by Borrower in accordance with this Agreement)
have been fully repaid and performed and the Loan Documents have been terminated. 
 9.3 Protective Payments. If Borrower
fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve
the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the
Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in
the future or Bank’s waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds. Bank shall have the
right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank
shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency.  

9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the
Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the
Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral, except if such loss, damage or destruction of Collateral in the possession or
under the control of Bank results from the willful misconduct or gross negligence of Bank. 
 9.6 No Waiver; Remedies
Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict
performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and
remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank
from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a waiver of any subsequent Event of Default. Bank’s delay in exercising any remedy is not
a waiver, election, or acquiescence.  

  
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 9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable. 

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

	 	10	NOTICES 

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

 

			
	If to Borrower:	  	iCad, Inc.
		  	98 Spit Brook Road, Suite 100
		  	Nashua, New Hampshire 03062
		  	Attn: Richard Christopher
		  	Fax: (603) 218-6658
		  	Email: rchristopher@icadmed.com
		
	with a copy to:	  	Blank Rome LLP
		  	The Chrysler Building
		  	405 Lexington Avenue
		  	New York, New York 10174
		  	Attn: Robert J. Mittman
		  	Email: rmittman@blankrome.com


  
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	If to Bank:	  	Silicon Valley Bank
		  	275 Grove Street, Suite 2-200
		  	Newton, Massachusetts 02466
		  	Attn: Lauren Cole
		  	Fax: (617) 527-0177
		  	Email: LCole@svb.com
		
	with a copy to:	  	Riemer & Braunstein LLP
		  	Three Center Plaza
		  	Boston, Massachusetts 02108
		  	Attn: David A. Ephraim, Esquire
		  	Fax: (617) 880-3456
		  	Email: DEphraim@riemerlaw.com

  

	 	11	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER 

 Except as otherwise expressly
provided in any of the Loan Documents, New York law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in New York, New York;
provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to
enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon
lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints,
and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by
Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper
postage prepaid. 
 BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON
THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS
WAIVER WITH ITS COUNSEL. 
 This Section 11 shall survive the termination of this Agreement. 

 

	 	12	GENERAL PROVISIONS 

 12.1 Termination Prior to Maturity Date; Survival.
All covenants, representations and warranties made in this Agreement shall continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any Obligations under
Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, and any other obligations
which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement), this Agreement may be terminated prior
to the Revolving Line Maturity Date and the Term Loan Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this Agreement as
surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination.  
 12.2
Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent
(which may be granted or withheld in Bank’s discretion). Bank has the right,  

  
 23 








 
without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits
under this Agreement and the other Loan Documents. Notwithstanding the foregoing, prior to the occurrence of an Event of Default, Bank shall not assign any interest in the Loan Documents to an operating company which is a direct competitor of
Borrower. 
 12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents,
attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or
asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of,
following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable and documented attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross
negligence or willful misconduct. 
 This Section 12.3 shall survive until all statutes of limitation with respect to the
Claims, losses, and expenses for which indemnity is given shall have run. 
 12.4 Time of Essence. Time is of the essence for the
performance of all Obligations in this Agreement. 
 12.5 Severability of Provisions. Each provision of this Agreement is
severable from every other provision in determining the enforceability of any provision. 
 12.6 Correction of Loan Documents.
Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties. 
 12.7
Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the
extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require
performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall
not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each
of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed counterpart of a signature page to this Agreement, any amendments, waivers, consents or supplements, or to any other
Loan Document by facsimile or by email delivery of a copy of such an executed counterpart in PDF format shall be as effective as delivery of a manually executed counterpart thereof. 

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

  
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 Bank Entities may use anonymous forms of confidential information for aggregate datasets, for
analyses or reporting, and for any other uses not expressly prohibited in writing by Borrower. The provisions of this Section 12.9 shall survive the termination of this Agreement. 

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

12.11 Right of Setoff. Borrower hereby grants to Bank a Lien and a right of setoff as security for all Obligations to Bank, whether now
existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a subsidiary of Bank) or in
transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may setoff the same or any part thereof and apply the same to the Obligations even though unmatured and
regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have
participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

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

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

	 	13	DEFINITIONS 

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

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

  
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 “Account Debtor” is any “account debtor” as defined in
the Code with such additions to such term as may hereafter be made.  
 “Adjusted Quick Ratio” is the ratio
of (a) Quick Assets to (b) Current Liabilities minus the current portion of Deferred Revenue. 

“Administrator” is an individual that is named: 

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

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

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving
Line. 
 “Affiliate” is, with respect to any Person, each other Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company,
that Person’s managers and members. For purposes of the definition of Eligible Accounts, Affiliate shall include a Specified Affiliate. 

“Agreement” is defined in the preamble hereof. 

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

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under
the Borrowing Base minus (b) the outstanding principal balance of any Advances. 
 “Bank” is defined in
the preamble hereof. 
 “Bank Entities” is defined in Section 12.9.  

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable and documented
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise
incurred with respect to Borrower or any Guarantor. 
 “Bank Services” are any products, credit services,
and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without
limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various
agreements related thereto (each, a “Bank Services Agreement”). 
 “Bank Services Agreement” is
defined in the definition of Bank Services. 
 “Board” is Borrower’s board of directors. 

“Borrower” is defined in the preamble hereof. 

  
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 “Borrower’s Books” are all Borrower’s books and records
including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such
information. 
 “Borrowing Base” is eighty percent (80.0%) of Eligible Accounts, as determined by Bank
from Borrower’s most recent Borrowing Base Report (and as may subsequently be updated by Bank based upon information received by Bank including, without limitation, Accounts that are paid and/or billed following the date of the Borrowing Base
Report); provided, however, that Bank has the right to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its
value. 
 “Borrowing Base Report” is that certain report of the value of certain Collateral in the form
specified by Bank to Borrower from time to time. 
 “Borrowing Resolutions” are, with respect to any Person,
those resolutions adopted by such Person’s board of directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a
party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan
Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution,
delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including making (and executing if applicable) any Credit Extension request, on
behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or
amending such prior certificate. 
 “Business Day” is any day that is not a Saturday, Sunday or a day on
which Bank is closed. 
 “Cash Collateral Account” is defined in Section 6.3(c). 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United
States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from
either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least
ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Change in Control” means (a) at any time, any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of twenty-five percent (25.0%) or more of the ordinary voting power for the election of directors of Borrower (determined on a fully diluted basis)
other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven
(7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction; (b) during any period of twelve (12) consecutive months, a majority of the members of the board of
directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board
or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body; or (c) at any time, Borrower shall cease to own and control, of record and beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary of Borrower free
and clear of all Liens (except Liens created by this Agreement). 

  
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 “Claims” is defined in Section 12.3. 

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

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

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 

“Commitment Fee” is defined in Section 2.6(a). 

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit B. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or
not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co made, discounted or sold with recourse by that
Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include
endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably
anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 

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

“Credit Extension” is any Advance, any Term Loan Advance, any Overadvance, or any other extension of credit by Bank
for Borrower’s benefit. 
 “Currency” is coined money and such other banknotes or other paper money as
are authorized by law and circulate as a medium of exchange. 
 “Current Liabilities” are all obligations and
liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year. 

“Default Rate” is defined in Section 2.5(b). 

  
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 “Deferred Revenue” is all amounts received or invoiced in advance of
performance under contracts and not yet recognized as revenue. 
 “Deposit Account” is any “deposit
account” as defined in the Code with such additions to such term as may hereafter be made. 
 “Designated
Deposit Account” is the account number ending 755 (last three digits) maintained by Borrower with Bank (provided, however, if no such account number is included, then the Designated Deposit Account shall be any deposit account of Borrower
maintained with Bank as chosen by Bank). 
 “Dollars,” “dollars” or use of the sign
“$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

 “Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount,
and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of
the Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “Draw Period” is the
period of time commencing upon the occurrence of the Revenue Milestone Event through July 30, 2018. 
 “Effective
Date” is defined in the preamble hereof. 
 “Eligible Accounts” means Accounts owing to Borrower which
arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3, that have been, at the option of Bank, confirmed in accordance with Section 6.3(f) of this Agreement (for
clarity, Bank’s election to not confirm an Account shall not in and of itself make such Account ineligible), and are due and owing from Account Debtors deemed creditworthy by Bank in its good faith business judgment. Bank reserves the right, at
any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include: 

(a) Accounts (i) for which the Account Debtor is Borrower’s Affiliate, officer, employee, investor, or agent, or (ii) that are
intercompany Accounts; 
 (b) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of
invoice payment period terms; 
 (c) Accounts with credit balances over ninety (90) days from invoice date; 

(d) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been
paid within ninety (90) days of invoice date; 
 (e) Accounts owing from an Account Debtor (i) which does not have its principal
place of business in the United States or (ii) whose billing address (as set forth in the applicable invoice for such Account) is not in the United States; 

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

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

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

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

(j) Accounts with or in respect of accruals for marketing allowances, incentive rebates, price protection, cooperative advertising and other
similar marketing credits, unless otherwise approved by Bank in writing; 
 (k) Accounts owing from an Account Debtor which is a United
States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 

(l) Accounts with customer deposits and/or with respect to which Borrower has received an upfront payment, to the extent of such customer
deposit and/or upfront payment; 
 (m) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a
“sale guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional; 

(n) Accounts owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo
billings or pre-billings); 
 (o) Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall
be scheduled or due according to completion or fulfillment requirements (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 

(p) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of
Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 
 (q) Accounts
subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 
 (r) Accounts owing from an Account Debtor
that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank wherein the Account Debtor acknowledges that (i) it has title to
and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);

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

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

 (u) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days (including Accounts
with a due date that is more than ninety (90) days from invoice date); 
 (v) Accounts arising from chargebacks, debit memos or other
payment deductions taken by an Account Debtor; 
 (w) Accounts arising from product returns and/or exchanges (sometimes called
“warranty” or “RMA” accounts); 

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

(y) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such
Deferred Revenue); 
 (z) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent
(25.0%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in writing; and 
 (aa) Accounts for which
Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices. 

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may
hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Event of Default” is defined in Section 8. 

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

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Effective Date (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Internal
Revenue Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to, or official
interpretations implementing such, intergovernmental agreements. 
 “Final Payment” is a payment (in addition
to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Term Loan Maturity Date, (b) as required by Section 2.3(d) or 2.3(e), (c) the repayment of the
Term Loan Advances in full, or (d) the termination of this Agreement, in an amount equal to the original aggregate principal amount of the Term Loan Advances multiplied by seven percent (7.0%). 

“First Data Account” is defined in Section 6.8(a). 

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

“Foreign Lender” means (a) if Borrower is a US Person, a Recipient that is not a US Person, and (b) if
Borrower is not a US Person, a Recipient that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a
Business Day. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. 

  
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 “General Intangibles” is all “general intangibles” as defined
in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles,
contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and
business interruption insurance), payments of insurance and rights to payment of any kind. 
 “Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

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

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended,
restated, modified or otherwise supplemented. 
 “ICAD” is defined in the preamble hereof. 

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as
reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations. 

“Indemnified Person” is defined in Section 12.3. 

“Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with
results satisfactory to Bank in its sole and absolute discretion. 
 “Insolvency Proceeding” is any
proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other relief. 
 “Intellectual Property” means, with respect to any Person,
all of such Person’s right, title, and interest in and to the following: 
 (a) its Copyrights, Trademarks and Patents; 

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

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

(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

  
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 “Internal Revenue Code” is the Internal Revenue Code of 1986, as
amended. 
 “Inventory” is all “inventory” as defined in the Code in effect on the date
hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation
such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other
securities), and any loan, advance or capital contribution to any Person. 
 “Key Person” is each of
Borrower’s Chief Executive Officer or Chief Financial Officer. 
 “Letter of Credit” is a standby or
commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement. 

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind,
whether voluntarily incurred or arising by operation of law or otherwise against any property. 
 “Loan
Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other documents related to this Agreement, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties
executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement and/or the provision of Bank Services, all as amended, restated, or
otherwise modified. 
 “Material Adverse Change” is (a) a material impairment in the perfection or
priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect
of repayment of any portion of the Obligations. 
 “Monthly Financial Statements” is defined in Section
6.2(d). 
 “Non-U.S. Lender” is defined in Section 2.8(b). 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest (including interest
accruing after the commencement of an Insolvency Proceeding), fees, Bank Expenses, the Commitment Fee, the Termination Fee, the Term Loan Prepayment Premium, the Final Payment, and other amounts Borrower owes Bank now or later, whether under this
Agreement or the other Loan Documents or relating to Bank Services, and to perform Borrower’s duties under the Loan Documents. 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of
State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form,
(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto. 
 “Overadvance” is defined in Section 2.4. 

“Patents” means all patents, patent applications and like protections including without limitation improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment/Advance
Form” is that certain form in the form attached hereto as Exhibit C. 

  
 33 








 “Payment Date” is (a) with respect to Term Loan Advances, the first
(1st) calendar day of each month and (b) with respect to Advances, the last calendar day of each month. 

“Perfection Certificate” is defined in Section 5.1. 

“Permitted Indebtedness” is: 

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

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

(c) Subordinated Debt; 
 (d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness incurred as a result of endorsing
negotiable instruments received in the ordinary course of business; 
 (f) Indebtedness secured by Liens permitted under clauses
(a) and (c) of the definition of “Permitted Liens” hereunder; and 
 (g) extensions, refinancings, modifications,
amendments and restatements of any items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or
its Subsidiary, as the case may be. 
 “Permitted Investments” are: 

(a) Investments (including, without limitation, in Subsidiaries) existing on the Effective Date which are shown on the Perfection Certificate;
and 
 (b) Investments consisting of Cash Equivalents. 

“Permitted Liens” are: 

(a) Liens existing on the Effective Date which are shown on the Perfection Certificate or arising under this Agreement or the other Loan
Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or
(ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations adopted thereunder; 
 (c) purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower
incurred for financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the
property and improvements and the proceeds of the Equipment; 
 (d) Liens in favor of Bank; 

(e) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4
and 8.7; 
 (f) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts
held at such institutions, provided that (i) Bank has a first priority perfected security interest in the amounts held in such deposit and/or securities accounts to the extent required by this Agreement and (ii) such accounts are permitted
to be maintained pursuant to Section 6.8 of this Agreement; and 

  
 34 








 (g) Liens incurred in the extension, renewal or refinancing of the Indebtedness secured by Liens
described in (a) through (f), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase. 

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company,
trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

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

“Quick Assets” is, on any date, Borrower’s unrestricted and unencumbered cash maintained with Bank and net billed
accounts receivable determined according to GAAP. 
 “Recipient” means Bank or any other Person holding a
beneficial interest in the right to make Advances or Term Loan Advances. 
 “Registered Organization” is any
“registered organization” as defined in the Code with such additions to such term as may hereafter be made. 

“Requirements of Law” is as to any Person, any law (statutory or common), treaty, rule or regulation or determination
of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

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

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

  
 35 








 “Revenue Milestone Event” is Bank’s receipt of evidence, satisfactory to
Bank in its reasonable discretion, that Borrower had, for a trailing twelve (12) month period ending on any calendar month occurring after the Effective Date but on or prior to June 30, 2018, net revenue of at least Thirty-Five Million
Dollars ($35,000,000.00). 
 “Revolving Line” is an aggregate principal amount equal to Four Million Dollars
($4,000,000.00). 
 “Revolving Line Maturity Date” is the date that is four (4) years from the Effective
Date. 
 “SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous
Governmental Authority. 
 “Securities Account” is any “securities account” as defined in
the Code with such additions to such term as may hereafter be made. 
 “Specified Affiliate” is any Person
(a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownership securities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower, and/or
(ii) whose equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s total outstanding combined voting power are owned or held directly or indirectly, beneficially or of record, by
Borrower. 
 “Streamline Period” is on and after the Effective Date, provided no Event of Default has
occurred and is continuing, the period (a) commencing on the first day of the month following the day that Borrower provides to Bank a written report reasonably satisfactory to Bank that Borrower has at all times during the immediately
preceding calendar month maintained an Adjusted Quick Ratio, as determined by Bank in its reasonable discretion, of at least 1.25 to 1.0 (the “Threshold Amount”); and (b) terminating on the earlier to occur of (i) the
occurrence of an Event of Default, or (ii) the first day thereafter in which Borrower fails to maintain the Threshold Amount, as determined by Bank in its reasonable discretion. Upon the termination of a Streamline Period, Borrower must
maintain the Threshold Amount each consecutive day for two (2) consecutive months as determined by Bank in its reasonable discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of
Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first day of the monthly period following the date Bank determines, in its reasonable discretion, that the Threshold Amount has
been achieved (which determination will be made by Bank within fifteen (15) days of the later of (i) Borrower’s provision of notice as set forth in this sentence or (ii) Bank’s receipt of any financial or other information
reasonably requested by Bank in order to make such determination).  
 “Subordinated Debt” is indebtedness
incurred by Borrower subordinated to all of the Obligations (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to
Bank. 
 “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the
context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower or Guarantor. 

“Tax” and “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Loan Advance” and “Term Loan Advances” are each defined in Section 2.3 of this
Agreement. 

  
 36 








 “Term Loan Amortization Date” is the Payment Date of the thirteenth (13th) month following the month in which the Effective Date occurs; provided, however, in the event that the Revenue Milestone Event occurs prior to such date, the Term Loan Amortization Date will
be the Payment Date of the nineteenth (19th) month following the month in which the Effective Date occurs. 

“Term Loan Maturity Date” is the Payment Date of the forty-eighth
(48th) month following the Effective Date. 
 “Term Loan Payment
Period” is thirty-six (36) months; provided, however, in the event that the Revenue Milestone Event occurs prior to the Term Loan Amortization Date, the Term Loan Payment Period will be thirty (30) months. 

“Term Loan Prepayment Premium” shall be, with respect any prepayment of a Term Loan Advance (including upon acceleration of
the Term Loan Maturity Date pursuant to Section 6.9) (a) on or prior to the first (1st) anniversary of the Funding Date of such Term Loan Advance, an additional fee payable to Bank in an amount equal to three percent (3.0%) of
the amount of such Term Loan Advance outstanding before giving effect to such prepayment, (b) after the first (1st) anniversary of the Funding Date of such Term Loan Advance but on or prior to the second (2nd) anniversary of the
Funding Date of such Term Loan Advance, an additional fee payable to Bank in an amount equal to two percent (2.0%) of the amount of such Term Loan Advance outstanding before giving effect to such prepayment and (c) after the second
(2nd) anniversary of the Funding Date of such Term Loan Advance, an additional fee payable to Bank in an amount equal to one percent (1.0%) of the amount of such Term Loan Advance outstanding before giving effect to such prepayment.
Notwithstanding the foregoing, Bank agrees to waive the Term Loan Prepayment Premium if the Term Loan Advance is prepaid in full in accordance with Section 2.3(d) in connection and simultaneously with the refinancing of the Term Loan Advance by
Bank in Bank’s sole and absolute discretion. 
 “Termination Fee” is defined in Section 2.6(b) of this Agreement.

 “Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on
Borrower’s consolidated balance sheet, including all Indebtedness. 
 “Trademarks” means any trademark
and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1.  

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code. 
 “Xoft” is defined in the preamble hereof. 

“Xoft Solutions” is defined in the preamble hereof. 

[Signature page follows.] 

  
 37 








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

			
	BORROWER:
	
	ICAD, INC.
		
	By	 	/s/ Kenneth M. Ferry
		
	Name:	 	Kenneth Ferry
		
	Title:	 	CEO
	
	XOFT, INC.
		
	By	 	/s/ Kenneth M. Ferry
		
	Name:	 	Kenneth Ferry
		
	Title:	 	CEO
	
	XOFT SOLUTIONS, LLC
		
	By	 	/s/ Kenneth M. Ferry
		
	Name:	 	Kenneth Ferry
		
	Title:	 	CEO
	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	/s/ Lauren Cole
		
	Name:	 	Lauren Cole
		
	Title:	 	Vice President


 Signature Page to Loan and Security Agreement 







 EXHIBIT A – COLLATERAL DESCRIPTION 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired,
wherever located; and 
 all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the
above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral
shall include all Accounts and all proceeds of Intellectual Property. 
 Pursuant to the terms of Section 7.5 of this Agreement,
Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. 







 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

									
	TO:	  	SILICON VALLEY BANK	  	Date:	  	 	  	
	FROM:	  	ICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC	  		  		  	

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

  

					
	 Reporting Covenants
	  	 Required
	  	 Complies

	 Monthly financial statements with
 Compliance
Certificate
	  	Monthly within 30 days	  	Yes    No
			
	Form 10-Q	  	Quarterly within 45 days (for first 3 quarters of a fiscal year)	  	Yes    No
			
	Form 10-K	  	Annually within 90 days of the last quarter of a fiscal year	  	Yes    No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC (if not previously delivered)	  	Yes    No
			
	A/R & A/P Agings, Deferred Revenue report and Account Debtor listing	  	Monthly within 30 days	  	Yes    No
			
	Borrowing Base Reports	  	Monthly within 30 days	  	Yes    No
			
	Board approved Projections	  	Within the earlier of 30 days of (i) Board approval or (ii) fiscal year end, together with any period updates	  	Yes    No

  

											
	 Streamline Period
	  	 Required
	 	  	 Actual
	 	  	 Eligible

	 Maintain:
	  				  				  	
				
	 Adjusted Quick Ratio (at all times, tested monthly)
	  	 	>1.25 : 1.0	 	  	 	             : 1.0	 	  	Yes    No

  

													
	 Financial Covenant
	  	 Required
	 	 	 Actual
	 	  	 Complies
	 
	 Maintain as indicated:
	  				 				  			
				
	 Minimum Net Revenue (six month period, tested quarterly)
	  	 	$             *	 	 	$	            	 	  	 	Yes    No	 

  

	*	As set forth in Section 6.9 of the Agreement 








 The following financial covenant analyses and information set forth in Schedule 1 attached hereto
are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If
no exceptions exist, state “No exceptions to note.”) 

 


			
	ICAD, INC.


			
		
	By: 	 	 


			
	Name: 	 	 


			
	Title: 	 	 


			
	
	XOFT, INC.


			
		
	By: 	 	 


			
	Name: 	 	 


			
	Title: 	 	 


			
	
	XOFT SOLUTIONS, LLC


			
		
	By: 	 	 


			
	Name: 	 	 


			
	Title: 	 	 

 

 BANK USE ONLY 

Received by:
                                        


                          
  AUTHORIZED SIGNER 
 Date:
                                         
            
 Verified:
                                         
      

                          
AUTHORIZED SIGNER 
 Date:
                                         
            
 Compliance Status:        Yes  No


 








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

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

Dated:                         
            
  

	I.	Minimum Net Revenue (Section 6.9) (six month period, tested quarterly) 

 Required: Amount set
forth below. 
  

			
	Six Month Period Ending	  	Minimum Revenue
	 June 30, 2017
	  	$10,250,000.00
	 September 30, 2017
	  	$11,500,000.00
	 December 31, 2017
	  	$14,000,000.00
	 March 31, 2018
	  	$15,000,000.00
	 June 30, 2018
	  	$15,250,000.00
	 September 30, 2018
	  	$15,500,000.00
	 December 31, 2018
	  	$15,500,000.00

 Levels for 2019 through 2021 to be established in accordance with Section 6.9 of the Agreement. 

 

			
	Actual:        	  	$                                

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

 

			
	             No, not in compliance	  	             Yes, in compliance








 EXHIBIT C 

LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON EASTERN TIME 
  

			
	Fax To:	  	Date:                                    
         

  

			
	LOAN PAYMENT:	  	 
	ICAD, INC., XOFT, INC. and XOFT SOLUTIONS, LLC
	 	 
	From Account
#                                         
                                       	  	To Account
#                                         
                                     
	                            (Deposit
Account #)	  	                             
       (Loan Account #)
	Principal
$                                         
                                         
      	  	and/or Interest
$                                         
                                 
	 	 
	Authorized
Signature:                                       
         	  	Phone Number:
                                         
               
	 Print Name/Title:
                                         
             
  
	  	 

  

			
	LOAN ADVANCE:	  	 
	 
	Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are
for an outgoing wire.
	 	 
	From Account
#                                         
                                       	  	To Account
#                                         
                                     
	                             
 (Loan Account #)	  	                             
   (Deposit Account #)
	 
	Amount of Term Loan Advance
$                                         
                           
	 
	All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and
complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in
the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:
	 	 
	Authorized
Signature:                                       
         	  	Phone Number:
                                         
               
	 Print Name/Title:
                                         
             
  
	  	 

  

			
	OUTGOING WIRE REQUEST:	  	 
	Complete only if all or a portion of funds from the loan advance above is to be wired.
	Deadline for same day processing is noon, Eastern Time	  	 
	 	 
	Beneficiary Name:
                                         
                                 	  	Amount of Wire:
$                                         
                             
	Beneficiary Bank:
                                         
                                  	  	Account Number:
                                         
                              
	City and State:
                                         
                               	  	 
	 	 
	Beneficiary Bank Transit (ABA) #:
                                      	  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):
                    
	 	  	        (For International Wire Only)
	 	 
	Intermediary Bank:
                                         
                       	  	Transit (ABA) #:
                                         
                             
	For Further Credit to:
                                         
                                         
                                         
                                         
            
	 
	Special Instruction:
                                         
                                         
                                         
                                         
               
	 
	
By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and
conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).
  










			
	  

Authorized Signature:
                                         
                             
	  	  

2nd Signature (if required):
                                         
           

	Print Name/Title:
                                         
                                   	  	Print Name/Title:
                                         
                           
	 Telephone #:
                                         
                   
  
	  	Telephone #:
                                         
           

 2167654.4\56120.02183