EX-10.29(a)




 Exhibit 10.29(a) 

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 

Confidential treatment has been requested with respect to the omitted portions. 

EXECUTION VERSION 
  

 
  

TERM LOAN AGREEMENT 

dated as of 

June 26, 2015 

between 
 VIEWRAY
INCORPORATED 
 as Borrower, 

The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, 

and 
 CAPITAL ROYALTY
PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – 
 PARALLEL FUND “A” L.P., CAPITAL ROYALTY PARTNERS II
(CAYMAN) L.P. and 
 PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. 

as Lenders 
 U.S.
$50,000,000 
  
  

 
  








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1
	 	 DEFINITIONS
	  	 	1	  
			
	 1.01
	 	 Certain Defined Terms
	  	 	1	  
			
	 1.02
	 	 Accounting Terms and Principles
	  	 	20	  
			
	 1.03
	 	 Interpretation
	  	 	20	  
			
	 1.04
	 	 Changes to GAAP
	  	 	21	  
			
	 SECTION 2
	 	 THE COMMITMENT
	  	 	21	  
			
	 2.01
	 	 Commitments
	  	 	21	  
			
	 2.02
	 	 Borrowing Procedures
	  	 	22	  
			
	 2.03
	 	 Fees
	  	 	22	  
			
	 2.04
	 	 Notes
	  	 	22	  
			
	 2.05
	 	 Use of Proceeds
	  	 	22	  
			
	 2.06
	 	 Defaulting Lenders
	  	 	22	  
			
	 2.07
	 	 Substitution of Lenders
	  	 	23	  
			
	 SECTION 3
	 	 PAYMENTS OF PRINCIPAL AND INTEREST
	  	 	24	  
			
	 3.01
	 	 Repayment
	  	 	24	  
			
	 3.02
	 	 Interest
	  	 	24	  
			
	 3.03
	 	 Prepayments
	  	 	25	  
			
	 SECTION 4
	 	 PAYMENTS, ETC
	  	 	27	  
			
	 4.01
	 	 Payments
	  	 	27	  
			
	 4.02
	 	 Computations
	  	 	28	  
			
	 4.03
	 	 Notices
	  	 	28	  
			
	 4.04
	 	 Set-Off
	  	 	28	  
			
	 SECTION 5
	 	 YIELD PROTECTION, ETC
	  	 	28	  
			
	 5.01
	 	 Additional Costs
	  	 	28	  
			
	 5.02
	 	 Illegality
	  	 	30	  
			
	 5.03
	 	 Taxes
	  	 	30	  
			
	 SECTION 6
	 	 CONDITIONS PRECEDENT
	  	 	33	  
			
	 6.01
	 	 Conditions to the First Borrowing
	  	 	33	  
			
	 6.02
	 	 Conditions to Second Borrowing
	  	 	35	  
			
	 6.03
	 	 Conditions to Subsequent Borrowing
	  	 	36	  
			
	 6.04
	 	 Conditions to Each Borrowing
	  	 	36	  


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 SECTION 7
	 	 REPRESENTATIONS AND WARRANTIES
	  	 	36	  
			
	 7.01
	 	 Power and Authority
	  	 	36	  
			
	 7.02
	 	 Authorization; Enforceability
	  	 	37	  
			
	 7.03
	 	 Governmental and Other Approvals; No Conflicts
	  	 	37	  
			
	 7.04
	 	 Financial Statements; Material Adverse Change
	  	 	37	  
			
	 7.05
	 	 Properties
	  	 	37	  
			
	 7.06
	 	 No Actions or Proceedings
	  	 	41	  
			
	 7.07
	 	 Compliance with Laws and Agreements
	  	 	41	  
			
	 7.08
	 	 Taxes
	  	 	41	  
			
	 7.09
	 	 Full Disclosure
	  	 	41	  
			
	 7.10
	 	 Regulation
	  	 	42	  
			
	 7.11
	 	 Solvency
	  	 	42	  
			
	 7.12
	 	 Subsidiaries
	  	 	42	  
			
	 7.13
	 	 Indebtedness and Liens
	  	 	42	  
			
	 7.14
	 	 Material Agreements
	  	 	42	  
			
	 7.15
	 	 Restrictive Agreements
	  	 	42	  
			
	 7.16
	 	 Real Property
	  	 	43	  
			
	 7.17
	 	 Pension Matters
	  	 	43	  
			
	 7.18
	 	 Collateral; Security Interest
	  	 	43	  
			
	 7.19
	 	 Regulatory Approvals
	  	 	44	  
			
	 7.20
	 	 Update of Schedules
	  	 	44	  
			
	 7.21
	 	 Small Business Concern
	  	 	44	  
			
	 SECTION 8
	 	 AFFIRMATIVE COVENANTS
	  	 	44	  
			
	 8.01
	 	 Financial Statements and Other Information
	  	 	44	  
			
	 8.02
	 	 Notices of Material Events
	  	 	46	  
			
	 8.03
	 	 Existence; Conduct of Business
	  	 	48	  
			
	 8.04
	 	 Payment of Obligations
	  	 	48	  
			
	 8.05
	 	 Insurance
	  	 	48	  
			
	 8.06
	 	 Books and Records; Inspection Rights
	  	 	49	  
			
	 8.07
	 	 Compliance with Laws and Other Obligations
	  	 	49	  
			
	 8.08
	 	 Maintenance of Properties, Etc
	  	 	49	  
			
	 8.09
	 	 Licenses
	  	 	49	  


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 -ii- 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 8.10
	 	Action under Environmental Laws	  	 	49	  
			
	 8.11
	 	Use of Proceeds	  	 	50	  
			
	 8.12
	 	Certain Obligations Respecting Subsidiaries; Further Assurances	  	 	50	  
			
	 8.13
	 	Termination of Non-Permitted Liens	  	 	51	  
			
	 8.14
	 	Intellectual Property	  	 	51	  
			
	 8.15
	 	Small Business Documentation	  	 	51	  
			
	 8.16
	 	Post-Closing Items	  	 	52	  
			
	 SECTION 9
	 	 NEGATIVE COVENANTS
	  	 	52	  
			
	 9.01
	 	Indebtedness	  	 	52	  
			
	 9.02
	 	Liens	  	 	54	  
			
	 9.03
	 	Fundamental Changes and Acquisitions	  	 	55	  
			
	 9.04
	 	Lines of Business	  	 	56	  
			
	 9.05
	 	Investments	  	 	56	  
			
	 9.06
	 	Restricted Payments	  	 	57	  
			
	 9.07
	 	Payments of Indebtedness	  	 	58	  
			
	 9.08
	 	Change in Fiscal Year	  	 	58	  
			
	 9.09
	 	Sales of Assets, Etc	  	 	58	  
			
	 9.10
	 	Transactions with Affiliates	  	 	59	  
			
	 9.11
	 	Restrictive Agreements	  	 	59	  
			
	 9.12
	 	Amendments to Material Agreements	  	 	59	  
			
	 9.13
	 	Operating Leases	  	 	59	  
			
	 9.14
	 	Sales and Leasebacks	  	 	60	  
			
	 9.15
	 	Hazardous Material	  	 	60	  
			
	 9.16
	 	Accounting Changes	  	 	60	  
			
	 9.17
	 	Compliance with ERISA	  	 	60	  
			
	 9.18
	 	Amendment of HarT Letter	  	 	60	  
			
	 SECTION 10
	 	 FINANCIAL COVENANTS
	  	 	60	  
			
	 10.01
	 	Minimum Liquidity	  	 	60	  
			
	 10.02
	 	Minimum Revenue	  	 	61	  
			
	 10.03
	 	Cure Right	  	 	61	  
			
	 SECTION 11
	 	 EVENTS OF DEFAULT
	  	 	62	  
			
	 11.01
	 	Events of Default	  	 	62	  


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 -iii- 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 11.02
	 	Remedies	  	 	65	  
			
	SECTION 12	 	 MISCELLANEOUS
	  	 	66	  
			
	 12.01
	 	No Waiver	  	 	66	  
			
	 12.02
	 	Notices	  	 	66	  
			
	 12.03
	 	Expenses, Indemnification, Etc	  	 	67	  
			
	 12.04
	 	Amendments, Etc	  	 	68	  
			
	 12.05
	 	Successors and Assigns	  	 	68	  
			
	 12.06
	 	Survival	  	 	71	  
			
	 12.07
	 	Captions	  	 	71	  
			
	 12.08
	 	Counterparts	  	 	71	  
			
	 12.09
	 	Governing Law	  	 	71	  
			
	 12.10
	 	Jurisdiction, Service of Process and Venue	  	 	71	  
			
	 12.11
	 	Waiver of Jury Trial	  	 	72	  
			
	 12.12
	 	Waiver of Immunity	  	 	72	  
			
	 12.13
	 	Entire Agreement	  	 	72	  
			
	 12.14
	 	Severability	  	 	72	  
			
	 12.15
	 	No Fiduciary Relationship	  	 	72	  
			
	 12.16
	 	Confidentiality	  	 	72	  
			
	 12.17
	 	USA PATRIOT Act	  	 	73	  
			
	 12.18
	 	Maximum Rate of Interest	  	 	73	  
			
	 12.19
	 	Certain Waivers	  	 	73	  
			
	SECTION 13	 	 GUARANTEE
	  	 	74	  
			
	 13.01
	 	The Guarantee	  	 	74	  
			
	 13.02
	 	Authorization; Other Agreements	  	 	75	  
			
	 13.03
	 	Guaranty Absolute and Unconditional	  	 	75	  
			
	 13.04
	 	Waivers	  	 	76	  
			
	 13.05
	 	Reliance	  	 	76	  
			
	 13.06
	 	Reinstatement	  	 	77	  
			
	 13.07
	 	Subrogation	  	 	77	  
			
	 13.08
	 	Remedies	  	 	77	  
			
	 13.09
	 	Instrument for the Payment of Money	  	 	77	  
			
	 13.10
	 	Continuing Guarantee	  	 	77	  


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 -iv- 










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 13.11
	 	Rights of Contribution	  	 	77	  
			
	 13.12
	 	General Limitation on Guarantee Obligations	  	 	78	  

  

					
	 SCHEDULES AND EXHIBITS

			
	 Schedule 1
	 	-	 	Commitments
	 Schedule 7.05(b)
	 	-	 	Certain Intellectual Property
	 Schedule 7.05(c)
	 	-	 	Material Intellectual Property
	 Schedule 7.06
	 	-	 	Certain Litigation
	 Schedule 7.08
	 	-	 	Taxes
	 Schedule 7.12
	 	-	 	Information Regarding Subsidiaries
	 Schedule 7.13(a)
	 	-	 	Existing Indebtedness of Borrower and its Subsidiaries
	 Schedule 7.13(b)
	 	-	 	Liens Granted by the Obligors
	 Schedule 7.14
	 	-	 	Material Agreements of Obligors
	 Schedule 7.15
	 	-	 	Restrictive Agreements
	 Schedule 7.16
	 	-	 	Real Property Owned or Leased by Borrower or any Subsidiary
	 Schedule 7.17
	 	-	 	Pension Matters
	 Schedule 9.05
	 	-	 	Existing Investments
	 Schedule 9.10
	 	-	 	Transactions with Affiliates
	 Schedule 9.14
	 	-	 	Permitted Sales and Leasebacks
			
	 Exhibit A
	 	-	 	Form of Guarantee Assumption Agreement
	 Exhibit B
	 	-	 	Form of Notice of Borrowing
	 Exhibit C-1
	 	-	 	Form of Term Loan Note
	 Exhibit C-2
	 	-	 	Form of PIK Loan Note
	 Exhibit D
	 	-	 	Form of U.S. Tax Compliance Certificate
	 Exhibit E
	 	-	 	Form of Compliance Certificate
	 Exhibit F
	 	-	 	[Reserved]
	 Exhibit G
	 	-	 	Form of Landlord Consent
	 Exhibit H
	 	-	 	Form of Subordination Agreement
	 Exhibit I
	 	-	 	Form of Intercreditor Agreement


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 -v- 









 TERM LOAN AGREEMENT, dated as of June 26, 2015 (this “Agreement”),
among VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, CAPITAL ROYALTY PARTNERS II L.P., CAPITAL ROYALTY PARTNERS II – PARALLEL FUND
“A” L.P., CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P., PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P. and the Lenders from time to time party hereto. 

WITNESSETH: 
 Borrower has
requested the Lenders to make term loans to Borrower, and the Lenders are prepared to make such loans on and subject to the terms and conditions hereof. Accordingly, the parties agree as follows: 

SECTION 1 
 DEFINITIONS

 1.01 Certain Defined Terms. As used herein, the following terms have the following respective meanings: 

“Accounting Change Notice” has the meaning set forth in Section 1.04(a). 

“Act” has the meaning set forth in Section 12.17. 

“Acquisition” means any transaction, or any series of related transactions, by which any Person directly or
indirectly, by means of a take-over bid, tender offer, amalgamation, merger, purchase of assets, or similar transaction having the same effect as any of the foregoing, (a) acquires any business or all or substantially all of the assets of any
Person engaged in any business, (b) acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing body if the business affairs of such
Person are managed by a board of directors or other governing body, or (c) acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body.

 “Affected Lender” has the meaning set forth in Section 2.07(a). 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agreement”
has the meaning set forth in the introduction hereto. 
 “Asset Sale” is defined in Section 9.09. 

“Asset Sale Net Proceeds” means the aggregate amount of the cash proceeds received from any Asset Sale, net of any
bona fide costs and expenses incurred in connection with such Asset Sale, plus, with respect to any non-cash proceeds of an Asset Sale, the fair market value of such non-cash proceeds as determined by the Majority Lenders, in their reasonable
discretion in accordance with GAAP. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 1 









 “Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee of such Lender. 
 “Bankruptcy Code” means Title II of the United States Code
entitled “Bankruptcy.” 
 “Benefit Plan” means any employee benefit plan as defined in Section 3(3)
of ERISA (whether governed by the laws of the United States or otherwise) to which any Obligor or Subsidiary thereof incurs or otherwise has any obligation or liability, contingent or otherwise. 

“Borrower” has the meaning set forth in the introduction hereto. 

“Borrower Facility” means the premises located at either (i) 2 Thermo Fisher Way, Oakwood, OH or (ii) 815 E.
Middlefield Road, Mountain View, CA 94043, as the context dictates, which are leased by Borrower pursuant to the Borrower Lease. 

“Borrower Landlord” means Great Lakes Industrial Portfolio Ab Biynah, LLC (as successor – in – interest to
Cleveland Industrial Portfolio, LLC) or (ii) BXP Research Park LP, as the context dictates. 
 “Borrower Lease”
means either (i) the Lease, dated April 17, 2008 (as amended by the First Amendment to Lease, dated April 16, 2013 and further amended by the Second Amendment to Lease, dated August 13, 2014) by and between Borrower and Great
Lakes Industrial Portfolio Ab Biynah, LLC (as successor – in – interest to Cleveland Industrial Portfolio, LLC) or (ii) the Office Lease, dated as of June 19, 2014 by and between Borrower and BXP Research Park LP, as the context
dictates. 
 “Borrower Party” has the meaning set forth in Section 12.03(b). 

“Borrowing” means a borrowing consisting of Loans made on the same day by the Lenders according to their respective
Commitments (including without limitation a borrowing of a PIK Loan). 
 “Borrowing Date” means the date of a
Borrowing. 
 “Borrowing Notice Date” means, (i) in the case of the first Borrowing, a date that is at least
twelve Business Days prior to the Borrowing Date of such Borrowing and, (ii) in the case of a subsequent Borrowing, a date that is at least twenty Business Days prior to the Borrowing Date of such Borrowing. 

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are not authorized or required
to close in New York City. 
 “Capital Lease Obligations” means, as to any Person, the obligations of such Person to
pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under
GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP and as shown on such Person’s consolidated balance sheet. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 2 









 “Change of Control” means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert of capital stock representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital
stock of Borrower, (b) during any period of twelve (12) consecutive calendar months, the occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were neither (i) nominated
by the board of directors of Borrower, nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of Borrower by any Person or group of Persons acting jointly or otherwise in concert; in each case
whether as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise; provided however, that the occurrence of an initial public offering shall not be deemed a Change of Control event;
provided further that a Reverse Merger Transaction shall not be deemed a Change of Control event. 
 “Claims”
includes claims, demands, complaints, grievances, actions, applications, suits, causes of action, orders, charges, indictments, prosecutions, informations (brought by a public prosecutor without grand jury indictment) or other similar processes,
assessments or reassessments. 
 “Closing Expense Cap” has the meaning set forth in the Fee Letter. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time. 
 “Collateral” means any Property in which a Lien is purported to be
granted under any of the Security Documents (or all such Property, as the context may require); provided that “Collateral” shall not include any Excluded IP. 

“Commitment” means, with respect to each Lender, the obligation of such Lender to make Loans to Borrower in accordance
with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name on Schedule 1 under the caption “Commitment”, as such Schedule may be amended from time to time. The
aggregate Commitments on the date hereof shall be equal to $50,000,000. For purposes of clarification, the amount of any PIK Loans shall not reduce the amount of the available Commitment. 

“Commitment Period” means the period from and including the first date on which all of the conditions precedent set
forth in Section 6.01 have been satisfied (or waived by the Lenders) and through and including June 30, 2016. 

“Commodity Account” is defined in the Security Agreement. 

“Compliance Certificate” has the meaning given to such term in Section 8.01(d). 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes. 
 “Contracts” means contracts, licenses, leases,
agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 3 









 
engagements under which a Person has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied). 

“Control” means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Control Agent” means the Lender acting as “Control Agent” under the Security Agreement. 

“Copyright” is defined in the Security Agreement. 

“Cure Amount” has the meaning set forth in Section 10.03(a). 

“Cure Right” has the meaning set forth in Section 10.03(a). 

“Cuyahoga County Loan Agreement” means that certain Loan Agreement, dated as of December 15, 2008 (as amended,
supplement or otherwise modified from time to time), by and between Borrower and County of Cuyahoga, Ohio, as lender. 

“Cuyahoga County Loan Documents” means, collectively, the Cuyahoga County Loan Agreement and any other present or
future document, instrument, agreement or certificate executed by Borrower or any of its Subsidiaries for the benefit of County of Cuyahoga, Ohio in connection with the Cuyahoga County Loan Agreement or any of the other Cuyahoga County Loan
Documents, all as amended, restated, supplemented or otherwise modified from time to time. 
 “Default” means any
Event of Default and any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default. 

“Defaulting Lender” means, subject to Section 2.06, any Lender that (a) has failed to perform any of
its funding obligations hereunder, including in respect of its Loans, within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified Borrower or any Lender that it does not intend to comply with its
funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, or (c) has, or has a direct or indirect parent company that has,
(i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. 

“Deposit Account” is defined in the Security Agreement. 

“Dollars” and “$” means lawful money of the United States of America. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 4 









 “Domestic Subsidiary” means any Subsidiary incorporated, formed or
organized under the laws of the United States, any State of the United States or the District of Columbia. 
 “Effective
Date” has the meaning set forth in Section 6.01. 
 “Eligible Transferee” means and
includes a commercial bank, an insurance company, a finance company, a financial institution, any investment fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) that is
principally in the business of managing investments or holding assets for investment purposes; provided that “Eligible Transferee” shall not include any Person that (a) produces, markets or sells, or develops a program to market or
sell, a product in direct competition with the Borrower or (b) is a vulture or distressed debt fund as determined by the transferring Lender in its reasonable discretion. 

“Environmental Law” means any federal, state, provincial or local governmental law, rule, regulation, order, writ,
judgment, injunction or decree relating to pollution or protection of the environment or the treatment, storage, disposal, release, threatened release or handling of hazardous materials, and all local laws and regulations related to environmental
matters and any specific agreements entered into with any competent authorities which include commitments related to environmental matters. 

“Equity Cure Right” has the meaning set forth in Section 10.03(a). 

“Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other
equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity. 

“Equivalent Amount” means, with respect to an amount denominated in one currency, the amount in another currency that
could be purchased by the amount in the first currency determined by reference to the Exchange Rate at the time of determination. 

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended. 

“ERISA Affiliate” means, collectively, any Obligor, Subsidiary thereof, and any Person under common control, or
treated as a single employer, with any Obligor or Subsidiary thereof, within the meaning of Section 414(b), (c), (m) or (o) of the Code. 

“ERISA Event” means (i) a reportable event as defined in Section 4043 of ERISA with respect to a Title IV
Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (ii) the applicability of the requirements
of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Title IV Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of
ERISA is reasonably expected to occur with respect to such plan within the following 30 days; 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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(iii) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan or the termination of any Title IV Plan resulting in liability under Sections 4063 or 4064 of ERISA;
(iv) the withdrawal of any Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the
receipt by any Obligor or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA; (v) the filing of a notice of intent to terminate, the
treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Title IV Plan or Multiemployer Plan; (vi) the imposition of liability on any Obligor or any
ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the failure by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Plan,
or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Title IV Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required
installment under Section 430 of the Code with respect to any Title IV Plan or the failure to make any required contribution to a Multiemployer Plan; (viii) the determination that any Title IV Plan is considered an at-risk plan or a plan
in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (ix) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; (x) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Obligor or any ERISA Affiliate thereof; (xi) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with
respect to any Title IV Plan; (xii) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Obligor or any Subsidiary thereof may be directly or indirectly liable; (xiii) a violation of the
applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or disqualified person for which any Obligor or any ERISA Affiliate thereof may be directly or
indirectly liable; (xiv) the occurrence of an act or omission which could give rise to the imposition on any Obligor or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the Code or under
Sections 409, 502(c), (i) or (1) or 4071 of ERISA; (xv) the assertion of a material claim (other than routine claims for benefits) against any Plan or the assets thereof, or against any Obligor or any Subsidiary thereof
in connection with any such plan; (xvi) receipt from the IRS of notice of the failure of any Qualified Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Qualified Plan to fail to qualify for
exemption from taxation under Section 501(a) of the Code; (xvii) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Obligor or any ERISA
Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code; or (xviii) the establishment or amendment by any Obligor or any Subsidiary
thereof of any “welfare plan”, as such term is defined in Section 3(1) of ERISA, that provides post-employment welfare benefits in a manner that would increase the liability of any Obligor. 

“ERISA Funding Rules” means the rules regarding minimum required contributions (including any installment payment
thereof) to Title IV Plans, as set forth in Sections 412, 430, 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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and 436 of the Code and Sections 302, and 303 of ERISA. 
 “Event of
Default” has the meaning set forth in Section 11.01. 
 “Exchange Rate” means the rate at
which any currency (the “Pre-Exchange Currency”) may be exchanged into another currency (the “Post-Exchange Currency”), as set forth on such date on the relevant Reuters screen at or about 11:00 a.m.
(Central time). In the event that such rate does not appear on the Reuters screen, the “Exchange Rate” with respect to exchanging such Pre-Exchange Currency into such Post-Exchange Currency shall be
determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by Borrower and the Majority Lenders or, in the absence of such agreement, such Exchange Rate shall instead be determined by the
Majority Lenders by any reasonable method as they deem applicable to determine such rate, and such determination shall be conclusive absent manifest error. 

“Excluded IP” means any Intellectual Property licensed from or purchased from the University of Florida and its
Affiliates by any Obligor, which license was created or which purchase was made prior to the date hereof. 
 “Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes and branch profits Taxes, in each case imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing
such Tax, (b) Other Connection Taxes, (c) U.S. federal withholding Taxes that are imposed on amounts payable to a Lender or for the account of such Lender with respect to any Obligation to the extent that the obligation to withhold amounts
existed on the date on which (i) such Lender became a “Lender” under this Agreement or (ii) such Lender changes its lending office, except in each case to the extent such Lender is a direct or indirect assignee of any other
Lender that was entitled, at the time the assignment of such other Lender became effective or at the time such Lender changed its lending office, to receive additional amounts under Section 5.03, (d) any Taxes imposed in connection
with FATCA, and (e) Taxes attributable to such Recipient’s failure to comply with Section 5.03(e). 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement. 

“Fee Letter” means that fee letter agreement dated as of the date hereof between Borrower and the Lenders party
thereto. 
 “First Borrowing Date” means the date of the first Borrowing hereunder. 

“Foreign Lender” means a Lender that is not a U.S. Person. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 “Foreign Subsidiary” means a Subsidiary of Borrower that is not a
Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America, as in
effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board
and in such other statements by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. Subject to Section 1.02, all
references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in Section 7.04(a). 

“Governmental Approval” means any consent, authorization, approval, order, clearance, license, franchise,
notification, 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” means any nation, government, branch of power (whether executive, legislative or judicial),
state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to government, including without limitation
regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or regulation-making organizations or entities of any
State, territory, county, city or other political subdivision of the United States. 
 “Guarantee” of or by any
Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business. 
 “Guarantee Assumption Agreement” means a Guarantee Assumption
Agreement substantially in the form of Exhibit A by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor” hereunder in favor of the Lenders. 

“Guaranteed Obligations” has the meaning set forth in Section 13.01. 

“HarT Purchase Agreement” means that certain Series C Preferred Stock Purchase Agreement, dated as of
February 13, 2015, by and among the Borrower and the party to the HarT Letter. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 “HarT Letter” has the meaning set forth in the Fee Letter. 

“HarT Letter Counterparty” means the party to the HarT Letter other than the Borrower. 

“Hazardous Material” means any substance, element, chemical, compound, product, solid, gas, liquid, waste, by-product,
pollutant, contaminant or material which is hazardous or toxic, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or
regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law. 
 “Hedging
Agreement” means any interest rate exchange agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 

“Hercules Debt” means all obligations under the Hercules Term Loan Agreement and all related loan documentation. 

“Hercules Term Loan Agreement” means that certain Loan and Security Agreement, dated as of December 16, 2013, as
amended, by and among Borrower, the lenders from time to time party thereto and Hercules Technology Growth Capital, Inc., as administrative agent for itself and the lenders. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or
obligations of such Person with respect to deposits or advances of any kind by third parties, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, regardless of whether such obligation is due or not, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) obligations under
any Hedging Agreement currency swaps, forwards, futures or derivatives transactions, and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 
 “Indemnified
Party” has the meaning set forth in Section 12.03(b). 
 “Indemnified Taxes” means
(a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation and (b) to the extent not otherwise described in clause (a), Other Taxes. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 “Insolvency Proceeding” means (i) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors,
composition, marshaling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S. Federal, state or
foreign law, including the Bankruptcy Code. 
 “Intellectual Property” means all Patents, Trademarks, Copyrights,
and Technical Information, whether registered or not, domestic and foreign. Intellectual Property shall include all: 
 (a) applications or
registrations relating to such Intellectual Property; 
 (b) rights and privileges arising under applicable Laws with respect to such
Intellectual Property; 
 (c) rights to sue for past, present or future infringements of such Intellectual Property; and 

(d) rights of the same or similar effect or nature in any jurisdiction corresponding to such Intellectual Property throughout the world. 

“Interest-Only Period” means the period from and including the First Borrowing Date and through and including
(a) if a Qualifying IPO does not occur by the twelfth (12th) Payment Date following the First Borrowing Date, the twelfth
(12th) Payment Date following the first Borrowing Date, or (b) if a Qualifying IPO does occur by the twelfth (12th) Payment Date
following the First Borrowing Date, the sixteenth (16th) Payment Date following the First Borrowing Date. 

“Interest Period” means, with respect to each Borrowing, (i) initially, the period commencing on and including
the Borrowing Date thereof and ending on and excluding the next Payment Date, and, (ii) thereafter, each period beginning on and including the last day of the immediately preceding Interest Period and ending on and excluding the next succeeding
Payment Date. 
 “Invention” means any novel, inventive and useful art, apparatus, method, process, machine
(including article or device), manufacture or composition of matter, or any novel, inventive and useful improvement in any art, method, process, machine (including article or device), manufacture or composition of matter. 

“Inventory Accounts Receivable” means accounts arising from the sale of inventory or services, but specifically
excluding any accounts arising (i) from the sale or licensing of any Intellectual Property, or (ii) from the sale or lease of equipment. 

“Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person or any agreement to make any such 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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acquisition (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) the making of any
deposit with, or advance, loan or other extension of credit to, any other Person (including the purchase of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person), but
excluding any such advance, loan or extension of credit having a term not exceeding 90 days arising in connection with the sale of inventory or supplies by such Person in the ordinary course of business; (c) the entering into of any Guarantee
of, or other contingent obligation with respect to, Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) the entering into of any Hedging
Agreement. 
 “IRS” means the U.S. Internal Revenue Service or any successor agency, and to the extent relevant, the
U.S. Department of the Treasury. 
 “Knowledge” means the actual knowledge of any Responsible Officer of any Person
or, so long as he is employed as an officer by Borrower or its Subsidiaries, the actual knowledge of Chris Raanes, David Chandler or James Dempsey. 

“Landlord Consent” means a Landlord Consent substantially in the form of Exhibit G or otherwise reasonably
acceptable to the Lenders. 
 “Laws” means, collectively, all international, foreign, federal, state, provincial,
territorial, municipal and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case only
if having the force of law. 
 “Lenders” means Capital Royalty Partners II L.P., Capital Royalty Partners II –
Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P. and PIOP, together with their successors and each assignee of a Lender pursuant to Section 12.05(b) and “Lender” means any one of them. 

“Lien” means any mortgage, lien, pledge, charge or other security interest, or any lease, title retention agreement,
mortgage, restriction, easement, right-of-way, option or adverse claim (of ownership or possession) or other encumbrance of any kind or character whatsoever or any preferential arrangement that has the practical effect of creating a security
interest. 
 “Liquidity” means the balance of unencumbered cash and Permitted Cash Equivalent Investments (which for
greater certainty shall not include any undrawn credit lines), in each case, to the extent held in an account over which the Lenders have a first priority perfected security interest. 

“Loan” means (i) each loan advanced by a Lender pursuant to Section 2.01 and (ii) each PIK Loan
deemed to have been advanced by a Lender pursuant to Section 3.02(d). For purposes of clarification, any calculation of the aggregate outstanding principal amount of Loans on any date of determination shall include both the aggregate
principal amount of loans advanced 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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pursuant to Section 2.01 and not yet repaid, and all PIK Loans deemed to have been advanced and not yet repaid, on or prior to such date of determination. 

“Loan Documents” means, collectively, this Agreement, the Fee Letter, the Notes, the Security Documents, any
subordination agreement or any intercreditor agreement entered into by Lenders with any other creditors of Obligors, and any other present or future document, instrument, agreement or certificate executed by Obligors for the benefit of Lenders in
connection with this Agreement or any of the other Loan Documents, all as amended, restated, supplemented or otherwise modified. 

“Loss” means judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether
liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs
incurred in investigating or pursuing any Claim or any proceeding relating to any Claim. 
 “Majority Lenders”
means, at any time, Lenders having at such time in excess of 50% of the aggregate Commitments (or, if such Commitments are terminated, the outstanding principal amount of the Loans) then in effect, ignoring, in such calculation, the Commitments of
and outstanding Loans owing to any Defaulting Lender. 
 “Margin Stock” means “margin stock” within the
meaning of Regulations U and X. 
 “Material Adverse Change” and “Material Adverse Effect”
mean a material adverse change in or effect on (i) the business, financial condition, operations, performance, or Property, in each case, of Borrower and its Subsidiaries taken as a whole, (ii) the ability of any Obligor to perform its
obligations under the Loan Documents, or (iii) the legality, validity, binding effect or enforceability of the Loan Documents or the rights and remedies of the Lenders under any of the Loan Documents. 

“Material Agreements” means (A) the agreements which are listed in Schedule 7.14 (as updated by Borrower
from time to time in accordance with Section 7.20 to list all such agreements that meet the description set forth in clause (B) of this definition) and (B) all other agreements held by the Obligors from time to time, the
absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect; provided, however, that “Material Agreements” exclude all: (i) licenses implied by the sale of a product; and
(ii) paid-up licenses for commonly available software programs under which an Obligor is the licensee. “Material Agreement” means any one such agreement. 

“Material Indebtedness” means, at any time, any Indebtedness of any Obligor, the outstanding principal amount of which
individually exceeds $1,000,000 (or the Equivalent Amount in other currencies). 
 “Material Intellectual Property”
means, the Obligor Intellectual Property described in Schedule 7.05(c) and any other Obligor Intellectual Property after the date hereof the loss of which could reasonably be expected to have a Material Adverse Effect. 

“Maturity Date” means the earlier to occur of (i) the Stated Maturity Date and (ii) the


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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date on which the Loans are accelerated pursuant to Section 11.02. 

“Maximum Rate” has the meaning set forth in Section 12.18. 

“Minimum Required Revenue” has the meaning set forth in Section in 10.02. 

“Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA
Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. 
 “Non-Consenting Lender”
has the meaning set forth in Section 2.07(a). 
 “Non-Disclosure Agreement” has the meaning set forth in
Section 12.16. 
 “Note” means a promissory note executed and delivered by Borrower to the Lenders in
accordance with Section 2.04 or 3.02(d). 
 “Notice of Borrowing” has the meaning set forth in
Section 2.02. 
 “Notice of Default Interest” has the meaning set forth in Section 3.02(b).

 “Obligations” means, with respect to any Obligor, all amounts, obligations, liabilities, covenants and duties of
every type and description owing by such Obligor to any Lender, any other indemnitee hereunder or any participant, solely arising out of, under, or in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by
assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and whether or not evidenced by any instrument or for the payment of money, including, without duplication,
(i) if such Obligor is Borrower, all Loans, (ii) all interest, whether or not accruing after the filing of any petition in bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a
claim for post-filing or post-petition interest is allowed in any such proceeding, and (iii) all other fees, expenses (including fees, charges and disbursement of counsel), interest, commissions, charges, costs, disbursements, indemnities and
reimbursement of amounts paid and other sums chargeable to such Obligor under any Loan Document. Notwithstanding the foregoing, “Obligations” does not include any obligations under a warrant, equity investment or similar equity or
equity-like instrument. 
 “Obligor Intellectual Property” means Intellectual Property owned by or licensed to any
of the Obligors. 
 “Obligors” means, collectively, Borrower and the Subsidiary Guarantors and their respective
successors and permitted assigns. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as
a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received
payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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Loan Document, or sold or assigned an interest in any Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.03(g)). 

“Participant” has the meaning set forth in Section 12.05(e). 

“Patents” is defined in the Security Agreement. 

“Payment Date” means each March 31, June 30, September 30, December 31 and the
Maturity Date, commencing on the first such date to occur following the First Borrowing Date; provided that, if any such date shall occur on a day that is not a Business Day, the applicable Payment Date shall be the next preceding Business
Day. 
 “PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions. 
 “Permitted Acquisition” means any acquisition by Borrower or any
of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that: 

(a) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing
or would result therefrom; 
 (b) all transactions in connection therewith shall be consummated, in all material respects, in
accordance with all applicable Laws and in conformity with all applicable Governmental Approvals; 
 (c) in the case of the
acquisition of all of the Equity Interests of such Person, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying shares required pursuant to applicable Law) acquired, or otherwise issued by such
Person or any newly formed Subsidiary of Borrower in connection with such acquisition, shall be owned 100% by an Obligor or any other Subsidiary, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary
of Borrower, each of the actions set forth in Section 8.12, if applicable; 
 (d) Borrower and its Subsidiaries
shall be in compliance with the financial covenants set forth in Section 10.01 and Section 10.02 on a pro forma basis after giving effect to such acquisition; and 

(e) such Person (in the case of an acquisition of Equity Interests) or assets (in the case of an acquisition of assets or a
division) (i) shall be engaged or used, as the case may be, in the same business or lines of business in which Borrower and/or its 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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Subsidiaries are engaged, or a business reasonably related thereto or (ii) shall have a similar customer base as Borrower and/or its Subsidiaries. 

“Permitted Cash Equivalent Investments” means (i) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having maturities of not more than two (2) years from the date of acquisition, (ii) 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., (iii) any certificate of deposit, time deposit or bankers’ acceptance, maturing not more than two (2) years after
its date of issuance, which is issued by any bank organized under the laws of the United States (or any state thereof) and which has (x) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (y) a combined
capital and surplus greater than Five Hundred Million Dollars ($500,000,000), and (iv) any publicly traded or SEC regulated money market funds or other investment vehicles holding any of the foregoing Permitted Cash Equivalent Investments. 

“Permitted Cure Debt” means Indebtedness incurred in connection with the exercise of the Subordinated Debt Cure Right
and (i) that is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (ii) that has a maturity date later than the
Maturity Date, (iii) in respect of which no cash payments of principal or interest are required prior to the Maturity Date, and (iv) in respect of which the holders have agreed in favor of Borrower and Lenders (A) that prior to the
date on which the Commitments have expired or been terminated and all Obligations (other than those specifically surviving termination) have been paid in full in cash, such holders will not exercise any remedies available to them in respect of such
Indebtedness, and (B) that such Indebtedness is unsecured, and (C) to terms of subordination in substantially the form attached hereto as Exhibit H or otherwise reasonably satisfactory to the Majority Lenders. 

“Permitted Indebtedness” means any Indebtedness permitted under Section 9.01. 

“Permitted Liens” means any Liens permitted under Section 9.02. 

“Permitted Priority Debt” means Indebtedness of Borrower, in an amount not to exceed at any time 80% of the face
amount at such time of Borrower’s non-delinquent accounts receivable; provided that (a) such Indebtedness, if secured, is secured solely by Borrower’s Inventory Accounts Receivable, inventory and cash proceeds thereof held in a
segregated account but is otherwise unsecured, and (b) the lender(s) thereof have executed and delivered to Lenders an intercreditor agreement in substantially the form of Exhibit I and with such changes as are reasonably satisfactory to
the Majority Lenders or as reasonably requested by the lender(s) funding such Permitted Priority Debt, so long as such intercreditor agreement permits the Lenders to amend the terms of the Loans hereunder in their sole discretion. 

“Permitted Priority Liens” means (i) Liens permitted under Section 9.02(c), (d), (e), (f), (g), (h), (i),
(j), (k), (m), (o), (r) and (to the extent required under applicable bankruptcy law relating to licensee rights), (q) and (ii) Liens permitted under Section 9.02(b) provided that such Liens are also of the type
described in Section 9.02(c), (d), (e), (f), (g), (h), (i) (j), (k), (m), (o), (r) or of the type described in Section 9.02(q) (to the extent required under applicable


  
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bankruptcy law relating to licensee rights). 
 “Permitted
Refinancing” means, with respect to any Indebtedness, any extensions, renewals, refinancings and replacements of such Indebtedness; provided that such extension, renewal or replacement (i) shall not increase the outstanding
principal amount of such Indebtedness except by an amount equal to any fees owing under the existing Indebtedness and expenses reasonably incurred in connection with such extension, renewal, refinancing or replacement (which shall not be higher than
2% of the total commitments of such Indebtedness) and by an amount equal to any existing commitments unutilized thereunder, (ii) contains terms relating to outstanding principal amount, amortization, maturity, collateral (if any) and
subordination (if any), and other material terms taken as a whole no less favorable in any material respect to Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing such existing Indebtedness,
(iii) shall have an applicable interest rate which does not exceed the rate of interest of the Indebtedness being replaced by more than 3%, and (iv) shall not contain any new requirement to grant any lien or security or to give any
guarantee that was not an existing requirement of such Indebtedness. 
 “Permitted Restrictive Agreement” has the
meaning set forth in Section 7.15. 
 “Person” means any individual, corporation, company, voluntary
association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature. 

“PIK Loan” has the meaning set forth in Section 3.02(d). 

“PIK Period” means the period beginning on the First Borrowing Date through and including, the earlier to occur of
(i) (A) if a Qualifying IPO does not occur by the twelfth (12th) Payment Date following the First Borrowing Date, the twelfth
(12th) Payment Date after the First Borrowing Date or (B) if a Qualifying IPO does occur by the twelfth (12th) Payment Date
following the First Borrowing Date, the sixteenth (16th) Payment Date after the First Borrowing Date, and (ii) the date on which any Default shall have occurred (provided that if
such Default shall have been cured or waived, the PIK Period shall resume until the earlier to occur of the next Default and either (A) if a Qualifying IPO does not occur by the twelfth
(12th) Payment Date following the First Borrowing Date, the twelfth (12th) Payment Date after the First Borrowing Date or (B) if
a Qualifying IPO does occur by the twelfth (12th) Payment Date following the First Borrowing Date, the sixteenth (16th) Payment Date
after the First Borrowing Date). 
 “PIOP” means Parallel Investment Opportunities Partners II L.P., a Delaware
limited partnership. 
 “Post-Default Rate” has the meaning set forth in Section 3.02(b). 

“Prepayment Premium” has the meaning set forth in Section 3.03(a). 

“Product” means The MRIdian System and each of its successors, and related maintenance and service arrangements. 

“Property” of any Person means any property or assets, or interest therein, of such


  
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Person. 
 “Proportionate Share” means, with respect to any
Lender, the percentage obtained by dividing (a) the sum of the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the
Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect. 
 “Qualified
Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer Plan (i) that is or was at any time maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any
Obligor or any ERISA Affiliate thereof has ever made, or was ever obligated to make, contributions, and (ii) that is intended to be tax qualified under Section 401(a) of the Code. 

“Qualifying IPO” means the completion by Borrower of an initial public offering of Borrower’s common stock on a
nationally recognized securities exchange that raises at least $40,000,000 in net cash proceeds for Borrower with a post-money valuation of at least $120,000,000. 

“Real Property Security Documents” means the Landlord Consent and any mortgage or deed of trust or any other real
property security document executed or required hereunder to be executed by any Obligor and granting a security interest in real Property owned or leased (as tenant) by any Obligor in favor of the Lenders. 

“Recipient” means any Lender. 

“Redemption Date” has the meaning set forth in Section 3.03(a). 

“Redemption Price” has the meaning set forth in Section 3.03(a). 

“Register” has the meaning set forth in Section 12.05(d). 

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as amended. 

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as amended. 

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as amended. 

“Regulatory Approvals” means any registrations, licenses, clearances, notifications, authorizations, permits or
approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing. 
 “Requirement
of Law” means, as to any Person, any statute, law, treaty, rule or regulation or determination, order, injunction or judgment of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its 

  
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Properties or revenues. 
 “Responsible Officer” of any Person
means each of the president, chief executive officer, chief financial officer and chief scientific officer of such Person. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with
respect to any Equity Interest of Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such shares of capital stock of Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such shares of capital stock of Borrower or any of its Subsidiaries. 

“Restrictive Agreement” has the meaning set forth in Section 7.15. 

“Revenue” of a Person means all revenue properly recognized under GAAP, consistently applied, less all rebates,
discounts and other price allowances, and excluding interest income. 
 “Reverse Merger Transaction” means the
completion by Borrower of a reverse merger by Borrower into an existing public entity, with such public entity as the surviving entity, and private placement of equity in a public entity of the post-merger public entity’s common stock, provided
that such existing public entity is not an operating company or the direct or indirect subsidiary of an operating company prior to the consummation of such reverse merger, and such existing public entity after the consummation of such reverse merger
is not Controlled (either directly or indirectly) by a single Person or a group of Persons (as determined under the Securities Act of 1934) other than a single Person or a group of Persons that Controlled Borrower prior to the consummation of such
reverse merger. 
 “SBA” means U.S. Small Business Administration. 

“SBIC” means Small Business Investment Company. 

“SBIC Act” means Small Business Investment Act of 1958, as amended. 

“Security Agreement” means the Security Agreement, dated as of the date hereof, among the Obligors, the Lenders and
the Control Agent, granting a security interest in the Obligors’ personal Property in favor of the Lenders. 
 “Security
Documents” means, collectively, the Security Agreement, each Short-Form IP Security Agreement, each Real Property Security Document, and each other security document, control agreement or financing statement required or recommended to
perfect Liens in favor of the Lenders. 
 “Securities Account” has the meaning set forth in the Security Agreement.

 “Short-Form IP Security Agreements” means short-form copyright, patent or trademark (as the case may be) security
agreements, dated as of the date hereof, entered into by one or more Obligors in favor of the Lenders, each in form and substance satisfactory to the Majority Lenders 

  
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(and as amended, modified or replaced from time to time). 

“Solvent” means, with respect to any Person at any time, that (a) the present fair saleable value of the Property
of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the Property of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and matured, and (c) such Person has not incurred and does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to
pay as such debts and liabilities mature. 
 “Specified Financial Covenants” has the meaning set forth in
Section 10.03(a). 
 “Stated Maturity Date” means (A) if a Qualifying IPO does not occur by the
twentieth (20th) Payment Date following the First Borrowing Date, the twentieth (20th) Payment Date following the First Borrowing Date or (B) if a Qualifying IPO does occur by the twentieth (20th) Payment Date following the First
Borrowing Date, the twenty-fourth (24th) Payment Date following the First Borrowing Date. 
 “Subordinated Debt Cure
Right” has the meaning set forth in Section 10.03(a). 
 “Subsidiary” means, with respect
to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities
or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary Guarantors” means each of the Subsidiaries of Borrower identified under the caption “SUBSIDIARY
GUARANTORS” on the signature pages hereto and each Subsidiary of Borrower that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or (b). 

“Substitute Lender” has the meaning set forth in Section 2.07(a). 

“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. 

“Technical Information” means all trade secrets and other proprietary or confidential information, public information, non-proprietary know-how, any information of a scientific, technical, or business nature in any form or medium, standards and specifications, conceptions, ideas, innovations, discoveries,
Invention disclosures, all documented research, developmental, demonstration or engineering work and all other information, data, plans, specifications, reports, summaries, experimental data, manuals, models, samples, know-how, technical
information, 

  
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systems, methodologies, computer programs, information technology and any other information. 

“Title IV Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) other than a Multiemployer
Plan (i) that is maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate has any outstanding liability, and (ii) that is or was subject to Section 412 of the Code,
Section 302 of ERISA or Title IV of ERISA. 
 “Trademarks” is defined in the Security Agreement. 

“Transactions” means the execution, delivery and performance by each Obligor of this Agreement and the other Loan
Documents to which such Obligor is intended to be a party and the Borrowings (and the use of the proceeds of the Loans). 
 “U.S.
Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code. 

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.03(e)(ii)(B)(3). 

“Use of Proceeds Statement” has the meaning set forth in Section 6.01(g)(x). 

“Withdrawal Liability” means, at any time, any liability incurred (whether or not assessed) by any ERISA Affiliate and
not yet satisfied or paid in full at such time with respect to any Multiemployer Plan pursuant to Section 4201 of ERISA. 
 1.02 Accounting Terms
and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. All components of financial calculations made to determine compliance with this
Agreement, including Section 10, shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Acquisition consummated after the first day of the applicable
period of determination and prior to the end of such period, as determined in good faith by Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of preparation of the
Compliance Certificate setting forth such calculations. 
 1.03 Interpretation. For all purposes of this Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, (a) the terms defined in this Agreement include the plural as well as the singular and vice versa; (b) words importing gender include all genders; (c) any reference to a
Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement; (d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and
the words herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision;
(e) references to days, months and years refer to calendar days, months and years, respectively; (f) all references herein to “include” or “including” shall be deemed to be followed by the words “without
limitation”; (g) the word “from” when used in connection with a period of time means “from and including” and the word “until” means “to but 

  
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not including”; and (h) accounting terms not specifically defined herein shall be construed in accordance with GAAP (except for the term “property,” which shall be interpreted
as broadly as possible, including, in any case, cash, securities, other assets, rights under contractual obligations and permits and any right or interest in any property, except where otherwise noted). Unless otherwise expressly provided herein,
references to organizational documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all permitted subsequent amendments, restatements, extensions, supplements and other modifications
thereto. 
 1.04 Changes to GAAP. If, after the date hereof, any change occurs in GAAP or in the application thereof and such change would cause any
amount required to be determined for the purposes of the covenants to be maintained or calculated pursuant to Section 8, 9 or 10 to be materially different than the amount that would be determined prior to such change,
then: 
 (a) Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Lenders
within 30 days of such change; 
 (b) either Borrower or the Majority Lenders may indicate within 90 days following the date of the
Accounting Change Notice that they wish to revise the method of calculating such financial covenants or amend any such amount, in which case the parties will in good faith attempt to agree upon a revised method for calculating the financial
covenants; 
 (c) until Borrower and the Majority Lenders have reached agreement on such revisions, (i) such financial covenants or
amounts will be determined without giving effect to such change and (ii) all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and
amounts set forth therein before and after giving effect to such change in GAAP; 
 (d) if no party elects to revise the method of
calculating the financial covenants or amounts, then the financial covenants or amounts will not be revised and will be determined in accordance with GAAP without giving effect to such change; and 

(e) any Event of Default arising as a result of such change which is cured by operation of this Section 1.04 shall be deemed to be
of no effect ab initio. 
 SECTION 2 

THE COMMITMENT 
 2.01 Commitments.
Each Lender agrees severally, on and subject to the terms and conditions of this Agreement (including Section 6), to make one or more term loans (provided that PIK Loans shall be deemed not to constitute “term loans” for
purposes of this Section 2.01) to Borrower, each on a Business Day during the Commitment Period in Dollars in an aggregate principal amount for such Lender not to exceed such Lender’s Commitment; provided, however,
that at no time shall any Lender be obligated to make a Loan in excess of such Lender’s Proportionate Share of the amount by which the then effective Commitments exceeds the aggregate principal amount of Loans outstanding at such time. Amounts
of Loans repaid may not be reborrowed. 

  
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 2.02 Borrowing Procedures. Subject to the terms and conditions of this Agreement (including
Section 6), each Borrowing (other than a Borrowing of PIK Loans) shall be made on written notice in the form of Exhibit B given by Borrower to the Lenders not later than 11:00 a.m. (Central time) on the Borrowing Notice Date (a
“Notice of Borrowing”). 
 2.03 Fees. The Borrower shall pay to the Lenders such fees as described in the Fee Letter. 

2.04 Notes. If requested by any Lender, the Loans of such Lender shall be evidenced by one or more promissory notes (each a
“Note”). Borrower shall prepare, execute and deliver to the Lenders such promissory note(s) payable to the Lenders (or, if requested by the Lenders, to the Lenders and their registered assigns) and in the form attached hereto
as Exhibit C-1. Thereafter, the Loans and interest thereon shall at all times (including after assignment pursuant to Section 12.05) be represented by one or more registered promissory notes in such form payable to the payee named
therein. 
 2.05 Use of Proceeds. Borrower shall use the proceeds of the Loans for general working capital purposes and corporate purposes, to pay
fees, costs and expenses incurred in connection with the Transactions and to repay in full the Hercules Debt; provided that the Lenders shall have no responsibility as to the use of any proceeds of Loans in the amount made by PIOP. No portion
of any proceeds of Loans in the amount made by PIOP (i) will be used to acquire realty or to discharge an obligation relating to the prior acquisition of realty; (ii) will be used outside of the United States (except to pay for services to
be rendered outside the United States and to acquire from abroad inventory, material and equipment or property rights for use or sale in the United States, unless prohibited by Part 107.720 of the United States Code of Federal Regulations); or
(iii) will be used for any purpose contrary to the public interest (including but not limited to activities which are in violation of law) or inconsistent with free competitive enterprise, in each case, within the meaning of Part 107.720 of
Title 13 of the United States Code of Federal Regulations. Borrower will use the proceeds of the Loans in the amount made by PIOP for only those purposes specified in the SBA Form 1031 provided to the Lenders, and Borrower shall not violate any SBA
regulations which may be applicable to it. 
 2.06 Defaulting Lenders.  

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Waivers and
Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.04. 

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Lenders for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise), shall be applied at such time or times as follows: first, as Borrower may request (so long as no Default exists), to the funding
of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; second, if so determined by the Majority Lenders and 

  
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Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; third, to the payment of
any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
fourth, so long as no Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect
of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made at a time when the conditions set forth in Section 6 were satisfied or waived, such payment shall be applied solely to pay the
Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a Defaulting Lender pursuant to this Section 2.06(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(b) Defaulting Lender Cure. If Borrower and the Majority Lenders agree in writing in its and their sole discretion that a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as necessary to cause the Loans to be held on a
pro rata basis by the Lenders in accordance with their Proportionate Share, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by
or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 2.07 Substitution of Lenders. 

(a) Substitution Right. If any Lender (an “Affected Lender”), (i) becomes a Defaulting Lender or
(ii) does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Majority Lenders is obtained but that requires the consent of other Lenders (a “Non-Consenting Lender”), then
(x) Borrower may elect to pay in full such Affected Lender with respect to all Obligations due to such Affected Lender or (y) either Borrower or the Majority Lenders shall identify any willing Lender or Affiliate of any Lender or Eligible
Transferee (in each case, a “Substitute Lender”) to substitute for such Affected Lender; provided that any substitution of a Non-Consenting Lender shall occur only with the consent of Majority Lenders. 

(b) Procedure. To substitute such Affected Lender or pay in full all Obligations owed to such Affected Lender, Borrower shall deliver a
notice to such Affected Lender. The effectiveness of such payment or substitution shall be subject to the delivery by Borrower (or, as may be applicable in the case of a substitution, by the Substitute Lender) of (i) payment for the account of
such Affected Lender, of, to the extent accrued through, and outstanding on, the 

  
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effective date for such payment or substitution, all Obligations owing to such Affected Lender (which for the avoidance of doubt, shall not include any Prepayment Premium) and (ii) in the
case of a substitution, an Assignment and Assumption executed by the Substitute Lender, which shall thereunder, among other things, agree to be bound by the terms of the Loan Documents. 

(c) Effectiveness. Upon satisfaction of the conditions set forth in Section 2.07(a) and (b), the Control Agent shall
record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender, such Affected Lender’s Commitments shall be terminated and (ii) in the case of any substitution of an
Affected Lender, (A) such Affected Lender shall sell and be relieved of, and the Substitute Lender shall purchase and assume, all rights and claims of such Affected Lender under the Loan Documents, except that the Affected Lender shall retain
such rights under the Loan Documents that expressly provide that they survive the repayment of the Obligations and the termination of the Commitments, (B) such Affected Lender shall no longer constitute a “Lender” hereunder and such
Substitute Lender shall become a “Lender” hereunder and (C) such Affected Lender shall execute and deliver an Assignment and Assumption to evidence such substitution; provided, however, that the failure of any Affected
Lender to execute any such Assignment and Assumption shall not render such sale and purchase (or the corresponding assignment) invalid. 

SECTION 3 
 PAYMENTS OF
PRINCIPAL AND INTEREST 
 3.01 Repayment.  

(a) Repayment. During the Interest-Only Period, no payments of principal of the Loans shall be due. Borrower agrees to repay to the
Lenders the outstanding principal amount of the Loans, on each Payment Date occurring after the Interest-Only Period, in equal installments until the Maturity Date. The amounts of such installments shall be calculated by dividing (i) the sum of
the aggregate principal amount of the Loans outstanding on the first day following the end of the Interest-Only Period, by (b) the number of Payment Dates remaining prior to and including the Maturity Date. 

(b) Application. Any optional or mandatory prepayment of the Loans shall be applied to the installments thereof under
Section 3.01(a) in the inverse order of maturity. To the extent not previously paid, the principal amount of the Loans, together with all other outstanding Obligations, shall be due and payable on the Maturity Date. 

3.02 Interest.  
 (a) Interest
Generally. Subject to Section 3.02(d), Borrower agrees to pay to the Lenders interest on the unpaid principal amount of the Loans for the period from the applicable Borrowing Date until paid in full, at a rate per annum equal
to 12.50%. 
 (b) Default Interest. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, as of the
earlier of (i) the date on which the Lenders deliver to Borrower a written notice pursuant to this Section 3.02(b) (such notice, a “Notice of Default Interest”) that the Loans shall bear interest at the
Post-Default Rate because an Event of Default has occurred and is continuing, and (ii) if Borrower shall have failed to deliver notice pursuant to 

  
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Section 8.02(a) of such Event of Default or upon the occurrence of an Event of Default under Section 11.01(h), (i) or (j), the date on which such Event of Default
occurred, and during the continuance of any such Event of Default, the interest payable pursuant to Section 3.02(a) shall increase by 4.00% per annum (such aggregate increased rate, the “Post-Default
Rate”). Notwithstanding any other provision herein (including Section 3.02(d)), if interest is required to be paid at the Post-Default Rate, it shall be paid entirely in cash. If any other Obligation is not paid when due
under the applicable Loan Document, the amount thereof shall accrue interest at a rate equal to 4.00% per annum (without duplication of interest payable at the Post-Default Rate). 

(c) Interest Payment Dates. Subject to Section 3.02(d), accrued interest on the Loans shall be payable in arrears on each
Payment Date with respect to the most recently completed Interest Period in cash, and upon the payment or prepayment of the Loans (on the principal amount being so paid or prepaid); provided that interest payable at the Post-Default Rate
shall be payable from time to time on demand. 
 (d) Paid In-Kind Interest. Notwithstanding Section 3.02(a), at any time
during the PIK Period, Borrower may elect to pay the interest on the outstanding principal amount of the Loans payable pursuant to Section 3.01 as follows: (i) only 8.00% of the 12.50% per annum interest in cash and
(ii) 4.50% of the 12.50% per annum interest as compounded interest, added to the aggregate principal amount of the Loans (the amount of any such compounded interest being a “PIK Loan”). At the request of the
Lenders, each PIK Loan may be evidenced by a registered Note in the form of Exhibit C-2. The principal amount of each PIK Loan shall accrue interest in accordance with the provisions of this Agreement applicable to the Loans. 

(e) AHYDO Catch-Up Payment. If a Loan would otherwise constitute an “applicable high yield discount obligation” within the
meaning of Section 163(i) of the Code (or any successor provision), on each Payment Date ending on or after the fifth anniversary of the date hereof, Borrower shall make a mandatory prepayment for cash of a portion of such Loan outstanding at
such time at par plus any accrued interest thereon as shall be necessary to ensure the Loan shall not be considered an “applicable high yield discount obligation.” 

3.03 Prepayments.  
 (a)
Optional Prepayments. Borrower shall have the right to optionally prepay the outstanding principal amount of the Loans in whole or in part on any Business Day upon five (5) Business Days’ notice (a “Redemption
Date”) for an amount equal to the aggregate principal amount of the Loans being prepaid plus any accrued but unpaid interest plus the Prepayment Premium in respect of the principal amount being prepaid and any fees then due and owing
(such aggregate amount, the “Redemption Price”). The applicable “Prepayment Premium” shall be an amount calculated pursuant to Section 3.03(a)(i). 

(i) If the Redemption Date occurs: 

(A) on or prior to the fourth (4th) Payment Date, the Prepayment Premium shall be
an amount equal to 3.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date; 

  
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 (B) after the fourth (4th) Payment
Date, and on or prior to the eighth (8th) Payment Date, the Prepayment Premium shall be an amount equal to 2.00% of the aggregate outstanding principal amount of the Loans being prepaid on
such Redemption Date; 
 (C) after the eighth (8th) Payment Date, and on or prior
to the twelfth (12th) Payment Date, the Prepayment Premium shall be an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date;

 (D) after the twelfth (12th) Payment Date, the Prepayment Premium shall be an
amount equal to 0.00% of the aggregate outstanding principal amount of the Loans being prepaid on such Redemption Date. 
 (ii) To determine
the aggregate outstanding principal amount of the Loans, and how many Payment Dates have occurred, as of any Redemption Date for purposes of Section 3.03(a): 

(A) if, as of such Redemption Date, the Borrower shall have made only one Borrowing, the number of Payment Dates shall be deemed to be the
number of Payment Dates that shall have occurred following the First Borrowing Date; 
 (B) if, as of such Redemption Date, the Borrower
shall have made more than one Borrowing, then the Redemption Price shall equal the sum of the Redemption Prices calculated with respect to the Loans of each Borrowing, each of which Redemption Prices shall be calculated based on solely the aggregate
outstanding principal amount of the Loans borrowed in such Borrowing (and PIK Loans subsequently borrowed in respect of interest payments thereon), as though the applicable number of Payment Dates equals the number of Payment Dates that shall have
occurred following the applicable Borrowing Date. In the case of any partial prepayment, the amount of such prepayment shall be allocated to Loans made in the various Borrowings (and PIK Loans in respect thereof) in the order in which such
Borrowings were made; 
 (iii) No partial prepayment shall be made under this Section 3.03(a) in connection with any event
described in Section 3.03(b). 
 (iv) On or prior to any Redemption Date, the Lenders may notify Borrower of a reduction in the
amounts due under Section 3.03(a)(i) with respect to any portion of the Loans held by any entity licensed by the SBA as an SBIC. 

(b) Mandatory Prepayments. 

(i) Asset Sales. In the event of any contemplated Asset Sale or series of Asset Sales (other than any Asset Sale permitted under
Section 9.09) yielding Asset Sale Net Proceeds in excess of $1,000,000, Borrower shall provide 10 days’ prior written notice of such Asset Sale to the Lenders and, if within such notice period Majority Lenders advise Borrower that a
prepayment is required pursuant to this Section 3.03(b)(i), Borrower shall: (x) if the assets sold represent substantially all of the assets or revenues of Borrower, or represent any specific line of business which either on its own
or together with other lines of business sold over the term of this Agreement account for revenue generated by such lines of business exceeding 10% 

  
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of the revenue of Borrower in the immediately preceding year, prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of
such Asset Sale in accordance with Section 3.03(a), and (y) in the case of all other Asset Sales not described in the foregoing clause (x), prepay the Loans in a principal amount equal to the entire amount of the Asset Sale
Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees then due and owing, credited in the following order: 

(A) first, in reduction of Borrower’s obligation to pay any unpaid interest and any fees then due and owing; 

(B) second, in reduction of Borrower’s obligation to pay any Claims or Losses referred to in Section 12.03 then due and
owing; 
 (C) third, in reduction of Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount
of the Loans; 
 (D) fourth, in reduction of any other Obligation then due and owing; and 

(E) fifth, to Borrower or such other Persons as may lawfully be entitled to or directed by Borrower to receive the remainder. 

(ii) Change of Control. If Borrower does not intend to make a prepayment under Section 3.03(a), in the event of a Change of
Control, Borrower shall provide notice of such Change of Control to the Lenders 15 days prior to the consummation of such Change of Control transaction or series of related transactions, and, if within 10 days of receipt of such notice Majority
Lenders notify Borrower in writing that a prepayment is required pursuant to this Section 3.03(b)(ii), Borrower shall prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on
the date of such Change of Control in accordance with Section 3.03(a). For the avoidance of doubt, Borrower shall have the option to make a prepayment under Section 3.03(a) in connection with any Change of Control. 

SECTION 4 
 PAYMENTS,
ETC. 
 4.01 Payments.  

(a) Payments Generally. Each payment of principal, interest and other amounts to be made by the Obligors under this Agreement or any
other Loan Document shall be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to an account to be designated by the Majority Lenders by prior written notice to Borrower at least five (5) Business Days
prior to the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). 

(b) Application of Payments. Each Obligor shall, at the time of making each payment under this Agreement or any other Loan Document,
specify to the Lenders the amounts payable by such Obligor hereunder to which such payment is to be applied (and in the event that 

  
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Obligors fail to so specify, or if an Event of Default has occurred and is continuing, the Lenders may apply such payment in the manner they determine to be appropriate). 

(c) Non-Business Days. If the due date of any payment under this Agreement (other than of principal of or interest on the Loans) would
otherwise fall on a day that is not a Business Day, such date shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 

4.02 Computations. All computations of interest and fees hereunder shall be computed on the basis of a year of 360 days and actual days elapsed during
the period for which payable. 
 4.03 Notices. Each notice of optional prepayment shall be effective only if received by the Lenders not later than
4:00 p.m. (Central time) on the date one Business Day prior to the date of prepayment. Each notice of optional prepayment shall specify the amount to be prepaid and the date of prepayment. 

4.04 Set-Off. 
 (a) Set-Off
Generally. Upon the occurrence and during the continuance of any Event of Default, the Lenders and each of their Affiliates (which are either managed by such Lender or under common management with such Lender) are hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Lenders
or such Affiliates to or for the credit or the account of Borrower against any and all of the Obligations, whether or not the Lenders shall have made any demand and although such obligations may be unmatured. The Lenders agree promptly to notify
Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Lenders and such Affiliates under this Section 4.04(a) are in
addition to other rights and remedies (including other rights of set-off) that the Lenders and such Affiliates may have. 
 (b) Exercise
of Rights Not Required. Nothing contained herein shall require the Lenders to exercise any such right or shall affect the right of the Lenders to exercise, and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of Borrower. 
 SECTION 5 

YIELD PROTECTION, ETC. 
 5.01 Additional
Costs. 
 (a) Change in Requirements of Law Generally. If, on or after the date hereof, the adoption of any Requirement of Law, or
any change in any Requirement of Law, or any change in the interpretation or administration thereof by any court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any of the Lenders (or its
lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, shall impose, modify or deem applicable any reserve (including any such requirement imposed by the Board of Governors of the
Federal Reserve 

  
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System), special deposit, contribution, insurance assessment or similar requirement, in each case that becomes effective after the date hereof, against assets of, deposits with or for the account
of, or credit extended by, a Lender (or its lending office) or shall impose on a Lender (or its lending office) any other condition affecting the Loans or the Commitment, and the result of any of the foregoing is to increase the cost to such Lender
of making or maintaining the Loans, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or any other Loan Document, by an amount deemed by such Lender to be material (other than (i) Indemnified Taxes,
(ii) Taxes described in clauses (c) through (e) of the definition of “Excluded Taxes,” and (iii) Connection Income Taxes), then Borrower shall pay to such Lender on demand such additional amount or amounts as
will compensate such Lender for such increased cost or reduction. 
 (b) Change in Capital Requirements. If a Lender shall have
determined in its reasonable discretion that, on or after the date hereof, the adoption of any Requirement of Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, in each case that becomes effective after the
date hereof, has or would have the effect of reducing the rate of return on capital of a Lender (or its parent) as a consequence of a Lender’s obligations hereunder or the Loans to a level below that which a Lender (or its parent) could have
achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then upon written request stating the reasons for such request, Borrower shall pay to such Lender on reasonable demand such additional
amount or amounts as will compensate such Lender (or its parent) for such reduction; provided that Borrower shall only be required to pay such amounts if such Lender demands such amounts from all other borrowers of such Lender determined by such
Lender in its reasonable discretion to be similarly situated as Borrower. 
 (c) Notification by Lender. The Lenders will promptly
notify Borrower in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle a Lender to compensation pursuant to this Section 5.01. Before giving any such notice pursuant to this
Section 5.01(c) such Lender shall designate a different lending office if such designation (x) will, in the reasonable judgment of such Lender, avoid the need for, or reduce the amount of, such compensation and (y) will not, in
the reasonable judgment of such Lender, be materially disadvantageous to such Lender. A certificate of the Lender claiming compensation under this Section 5.01, setting forth the additional amount or amounts to be paid to it hereunder,
shall be conclusive and binding on Borrower in the absence of manifest error; so long as such Lender shall request payment of such amounts from all other borrowers of such Lender determined by such Lender in its reasonable discretion to be similarly
situated as Borrower 
 (d) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to constitute a change in Requirements of Law for all purposes of
this Section 5.01, regardless of the date enacted, adopted or issued. 

  
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 5.02 Illegality. Notwithstanding any other provision of this Agreement, in the event that on or after the
date hereof the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any competent Governmental Authority shall make it unlawful for a Lender or its lending office to make or maintain the Loans (and,
in the reasonable opinion of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be disadvantageous to such Lender), then such Lender shall promptly notify Borrower thereof following which, to
the extent that such Lender notifies all other borrowers of such Lender determined by such Lender in its reasonable discretion to be similarly situated as Borrower, (a) the Lender’s Commitment shall be suspended until such time as such
Lender may again make and maintain the Loans hereunder and (b) if such Requirement of Law shall so mandate and be applicable to Borrower, the Loans shall be prepaid by Borrower on or before such date as shall be mandated by such Requirement of
Law in an amount equal to the Redemption Price applicable on the date of such prepayment in accordance with Section 3.03(a). 
 5.03
Taxes. 
 (a) Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or
withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by an Obligor, then such Obligor shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by such Obligor shall be increased as necessary so that
after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 5) the applicable Recipient receives an amount equal to the sum it would have received
had no such deduction or withholding been made. 
 (b) Payment of Other Taxes by Borrower. Borrower shall timely pay to the relevant
Governmental Authority in accordance with applicable law, or at the option of each Lender, timely reimburse it for, Other Taxes. 
 (c)
Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 5.03, Borrower shall deliver to each Lender the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment. 
 (d) Indemnification. Borrower shall reimburse and indemnify each
Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5) payable or paid by such Recipient
or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error. 

(e) Status of Lenders. 

  
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 (i) Any Lender that is entitled to an exemption from, or reduction of withholding Tax with
respect to payments made under any Loan Document shall timely 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, any Lender shall deliver such other documentation prescribed by applicable law as reasonably requested by Borrower as will enable Borrower to determine whether
or not such Lender 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 in Section 5.03(e)(ii)(A), (B) and (D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without limiting the generality of
the foregoing, in the event that Borrower is a U.S. Person: 
 (A) any Lender that is a U.S. Person shall deliver to Borrower on or prior
to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed originals of IRS Form W-9 (or successor form) certifying that such Lender 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 the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the
following is applicable: 
 (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is
a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. Federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (2) executed
originals of IRS Form W-8ECI (or successor form); 
 (3) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S.
Tax Compliance  

  
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Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (or successor form); or 

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY (or successor form), accompanied by IRS
Form W-8ECI (or successor form), IRS Form W-8BEN (or successor form), a U.S. Tax Compliance Certificate, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect
partner. 
 (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 becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed originals 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 a Lender under any Loan Document would be subject to U.S.
federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver
to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower any forms and information necessary for the Borrower to comply with its obligations under FATCA (including the determination of the amount
to be deducted and withheld from such payment, if any) or to establish that such Lender is not subject to withholding tax under FATCA. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the
date of this Agreement. 
 Each Lender agrees 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. 
 (f)
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5 (including by the
payment of additional amounts pursuant to this Section 5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5 with respect to the
Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such
indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in
the event that such indemnified party is required to repay such refund to such Governmental 

  
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Authority. Notwithstanding anything to the contrary in this Section 5.03(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to
this Section 5.03(f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to
such refund had never been paid. This Section 5.03(f) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the
indemnifying party or any other Person. 
 (g) Mitigation Obligations. If Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or this Section 5.03, then such Lender shall (at the request of Borrower) use commercially reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such
Lender, such designation or assignment and delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to
any unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and
delegation. 
 SECTION 6 

CONDITIONS PRECEDENT 
 6.01 Conditions
to the First Borrowing. The obligation of each Lender to make a Loan as part of the first Borrowing shall not become effective until the following conditions precedent shall have been satisfied or waived in writing by the Majority Lenders
(provided that the Lenders’ decision to fund the first Borrowing shall be deemed to constitute Lenders’ satisfaction that such conditions have been met): 

(a) Borrowing Date. Such Borrowing shall be made on the date hereof. 

(b) Amount of First Borrowing. The amount of such Borrowing shall equal $30,000,000. 

(c) Terms of Material Agreements, Etc. Lenders shall be reasonably satisfied with the terms and conditions of all of the Obligors’
Material Agreements. 
 (d) No Law Restraining Transactions. No applicable law or regulation shall restrain, prevent or, in the
reasonable judgment of the Lenders, impose materially adverse conditions upon the Transactions. 
 (e) Payment of Fees. Lenders shall
be satisfied with the arrangements to deduct the fees set forth in the Fee Letter (including without limitation the financing fee required pursuant to the Fee Letter) from the proceeds advanced. 

(f) Lien Searches. Lenders shall be satisfied with Lien searches regarding Borrower and its Subsidiaries made within two Business Days
prior to the First Borrowing Date. 

  
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 (g) Documentary Deliveries. The Lenders shall have received the following documents, each
of which shall be in form and substance satisfactory to the Lenders: 
 (i) Agreement. This Agreement duly executed and delivered by
Borrower and each of the other parties hereto. 
 (ii) Security Documents. 

(A) The Security Agreement, duly executed and delivered by each of the Obligors. 

(B) Each of the Short-Form IP Security Agreements, duly executed and delivered by the applicable Obligor 

(C) Original share certificates or other documents or evidence of title with regard to all Equity Interests owned by the Obligors (to the
extent that such Equity Interests are certificated), together with share transfer documents, undated and executed in blank. 
 (D)
[Reserved] 
 (E) Evidence of filing of UCC-1 financing statements against each Obligor in its jurisdiction of formation or incorporation,
as the case may be. 
 (F) Evidence of filing of each of the Short-Form IP Security Agreements in the United States Patent and Trademark
Office or the United States Copyright office, as applicable. 
 (G) Without limitation, all other documents and instruments reasonably
required to perfect the Lenders’ Lien on, and security interest in, the Collateral required to be delivered on or prior to such Borrowing Date shall have been duly executed and delivered and be in proper form for filing, and shall create in
favor of the Lenders, a perfected Lien on, and security interest in, the Collateral, subject to no Liens other than Permitted Liens. 

(iii) Notes. Any Notes requested in accordance with Section 2.04. 

(iv) Approvals. Copies of all material licenses, consents, authorizations and approvals of, and notices to and filings and
registrations with, any Governmental Authority (including all foreign exchange approvals), and of all third-party consents and approvals, necessary in connection with the making and performance by the Obligors of the Loan Documents and the
Transactions. 
 (v) Corporate Documents. Certified copies of the constitutive documents of each Obligor (if publicly available in
such Obligor’s jurisdiction of formation) and of resolutions of the Board of Directors (or shareholders, if applicable) of each Obligor authorizing the making and performance by it of the Loan Documents to which it is a party. 

  
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 (vi) Incumbency Certificate. A certificate of each Obligor as to the authority, incumbency
and specimen signatures of the persons who have executed the Loan Documents and any other documents in connection herewith on behalf of the Obligors. 

(vii) Officer’s Certificate. A certificate, dated as of such Borrowing Date and signed by the President, a Vice President or a
financial officer of Borrower, confirming compliance with the conditions set forth in Section 6.04. 
 (viii) Opinions of
Counsel. A favorable opinion, dated such Borrowing Date, of counsel to each Obligor in form acceptable to the Lenders and their counsel. 

(ix) Insurance. Certificates of insurance evidencing the existence of all insurance required to be maintained by Borrower pursuant to
Section 8.05(b) and the designation of the Lenders as the loss payees or additional named insured, as the case may be, thereunder. 

(x) SBA Forms. Completed SBA Forms 480, 652, and 1031 (Parts A and B), showing Borrower’s financial projections (including balance
sheets and income and cash flow statements) for the period described therein and a representation to PIOP of Borrower’s intended use of proceeds of the Loans (the “Use of Proceeds Statement”). 

(xi) Hercules Loan Agreement. A payoff letter providing that (A) the Hercules Term Loan Agreement shall be terminated and all
loans and obligations thereunder repaid in full as of the First Borrowing Date upon the funding of the Loans on such Borrowing Date, and (B) all Liens in favor of the secured parties under the Hercules Term Loan Agreement shall be released on
such Borrowing Date or promptly thereafter with the filing of release documents and UCC termination statements. 
 6.02 Conditions to Second
Borrowing. The obligation of each Lender to make a Loan as part of a second Borrowing is subject to the following conditions precedent: 

(a) Borrowing Date. Such Borrowing shall occur on or prior to June 30, 2016. 

(b) Amount of Borrowing. The amount of such Borrowing shall be at Borrower’s option and shall be up to $20,000,000 but at least
$10,000,000. 
 (c) Borrowing Milestone. Either (i) a Qualifying IPO has occurred, or (ii) Borrower shall have achieved
minimum Revenue from the sale of the Product of at least $25,000,000 during any consecutive twelve (12) month period, provided that Borrower shall have achieved such Borrowing milestone relating to minimum Revenue no later than
March 31, 2016. 
 (d) Notice of Milestone Achievement and Audit. Borrower shall have delivered to the Lenders a notice
certifying satisfaction of the conditions set forth in Section 6.02(c) no later than 60 calendar days thereafter, and the Lenders shall have been reasonably satisfied with the evidence of such achievement and with the results of its
audit of Borrower’s Revenue by examining Borrower’s books and records. 
 (e) Notice of Borrowing. A Notice of Borrowing
shall have been received no later than 60 calendar days after satisfaction of the condition set forth in Section 6.02(c). 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 6.03 Conditions to Subsequent Borrowing. The obligation of each Lender to make a Loan as part of a third
or subsequent Borrowing is subject to the following conditions precedent: 
 (a) Borrowing Date. Such Borrowing shall occur on or
prior to June 30, 2016. 
 (b) Amount of Borrowing. The amount of such Borrowing shall be at Borrower’s option and shall be
in an amount, when added to all Loans previously advanced pursuant to Section 6.02 or Section 6.03, that does not exceed $20,000,000. The amount of such Borrowing must be at least $5,000,000. 

(c) Second Borrowing. A second Borrowing of less than $20,000,000 has occurred pursuant to Section 6.02. 

6.04 Conditions to Each Borrowing. The obligation of each Lender to make a Loan as part of any Borrowing (including the first Borrowing) is also
subject to satisfaction of the following further conditions precedent on the applicable Borrowing Date: 
 (a) Commitment Period.
Except in the case of any PIK Loan, such Borrowing Date shall occur during the Commitment Period. 
 (b) No Default; Representations and
Warranties. Both immediately prior to the making of such Loan and after giving effect thereto and to the intended use thereof: 
 (i) no
Default shall have occurred and be continuing; and 
 (ii) the representations and warranties made by Borrower in Section 7
shall be true in all material respects on and as of the Borrowing Date, and immediately after giving effect to the application of the proceeds of the Borrowing, with the same force and effect as if made on and as of such date (except that the
representation regarding representations and warranties that refer to a specific earlier date shall be that they were true in all material respects on such earlier date). 

(c) Notice of Borrowing. Except in the case of any PIK Loan, Lenders shall have received a Notice of Borrowing as and when required
pursuant to Section 2.02. 
 Each Borrowing shall constitute a certification by Borrower to the effect that the conditions set
forth in this Section 6.04 have been fulfilled as of the applicable Borrowing Date. 
 SECTION 7 

REPRESENTATIONS AND WARRANTIES 

Borrower represents and warrants to the Lenders that: 

7.01 Power and Authority. Each of Borrower and its Subsidiaries (a) is a duly organized and validly existing under the laws of its jurisdiction of
organization, (b) has all requisite corporate or other applicable power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be
conducted except to the extent that failure to have the same could not reasonably be expected to 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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have a Material Adverse Effect, (c) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification
necessary and where failure so to qualify could reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect, and (d) has full power, authority and legal right to make and perform each of the Loan Documents
to which it is a party and, in the case of Borrower, to borrow the Loans hereunder. 
 7.02 Authorization; Enforceability. The Transactions are
within each Obligor’s corporate or other applicable powers and have been duly authorized by all necessary corporate or other applicable action and, if required, by all necessary shareholder action. This Agreement has been duly executed and
delivered by each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will constitute, a legal, valid and binding obligation of such Obligor, enforceable against each
Obligor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and
(b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

7.03 Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with,
or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the
Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Borrower and its Subsidiaries or any order of any Governmental Authority, other than any such violations that,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any Material Agreement or agreement creating or evidencing any Material Indebtedness, or
give rise to a right thereunder to require any payment to be made by any such Person, and (d) will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Borrower and its Subsidiaries. 

7.04 Financial Statements; Material Adverse Change. 

(a) Financial Statements. Borrower has heretofore furnished to the Lenders certain financial statements as provided for in
Section 8.01. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Borrower and its Subsidiaries as of such dates and for such periods in accordance with
GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements previously-delivered statements of the type described in Section 8.01(b). Neither Borrower nor any of its Subsidiaries has any
material contingent liabilities or unusual forward or long-term commitments not disclosed in the aforementioned financial statements. 
 (b)
No Material Adverse Change. Since December 31, 2014, there has been no Material Adverse Change. 
 7.05 Properties. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 (a) Property Generally. Each Obligor has good and marketable fee simple title to, or valid
leasehold interests in, all its real and personal Property material to its business, subject only to Permitted Liens and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes. 
 (b) Intellectual Property. The Obligors represent and warrant to the Lenders
as of the date hereof as follows, and the Obligors acknowledge that the Lenders are relying on such representations and warranties in entering into this Agreement: 

(i) Schedule 7.05(b) (as amended from time to time by Borrower in accordance with Section 7.20) contains: 

(A) a complete and accurate list of all applied for or registered Patents, including the jurisdiction and patent number; 

(B) a complete and accurate list of all applied for or registered Trademarks, including the jurisdiction, trademark application or
registration number and the application or registration date; and 
 (C) a complete and accurate list of all applied for or registered
Copyrights; 
 (ii) Each Obligor is the absolute beneficial owner of all right, title and interest in and to and have the right to use the
Obligor Intellectual Property with no breaks in chain of title with good and marketable title, free and clear of any Liens or Claims of any kind whatsoever other than Permitted Liens. Without limiting the foregoing, and except as set forth in
Schedule 7.05(b) (as amended from time to time by Borrower in accordance with Section 7.20): 
 (A) other than with
respect to the Material Agreements, or as permitted by Section 9.09, the Obligors have not transferred ownership of Material Intellectual Property, in whole or in part, to any other Person who is not an Obligor; 

(B) other than (i) the Material Agreements, (ii) customary restrictions in in-bound licenses of Intellectual Property and
non-disclosure agreements, or (iii) as would have been or is permitted by Section 9.09, there are no judgments, covenants not to sue, permits, grants, licenses, Liens (other than Permitted Liens), Claims, or other agreements or
arrangements relating to Borrower’s Material Intellectual Property, including any development, submission, services, research, license or support agreements, which bind, obligate or otherwise restrict the Obligors; 

(C) the use of any of the Obligor Intellectual Property, to the best of Borrower’s Knowledge, does not breach, violate, infringe or
interfere with or constitute a misappropriation of any valid rights arising under any Intellectual Property of any other Person; 
 (D)
there are no pending or, to Borrower’s Knowledge, threatened Claims against the Obligors asserted by any other Person relating to the Obligor Intellectual Property, including any Claims of adverse ownership, invalidity, infringement,
misappropriation, 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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violation or other opposition to or conflict with such Intellectual Property; the Obligors have not received any written notice from any Person that Borrower’s business, the use of the
Obligor Intellectual Property, or the manufacture, use or sale of any product or the performance of any service by Borrower infringes upon, violates or constitutes a misappropriation of, or may infringe upon, violate or constitute a misappropriation
of, or otherwise interfere with, any other Intellectual Property of any other Person; 
 (E) the Obligors have no Knowledge that the
Obligor Intellectual Property is being infringed, violated, misappropriated or otherwise used by any other Person without the express authorization of the Obligors. Without limiting the foregoing, the Obligors have not put any other Person on notice
of actual or potential infringement, violation or misappropriation of any of the Obligor Intellectual Property; the Obligors have not initiated the enforcement of any Claim with respect to any of the Obligor Intellectual Property; 

(F) all relevant current and former employees and contractors of Borrower have executed written confidentiality and invention assignment
Contracts with Borrower that irrevocably assign to Borrower or its designee all of their rights to any Inventions relating to Borrower’s business; 

(G) to the Knowledge of the Obligors, the Obligor Intellectual Property and the Excluded IP are all the Intellectual Property necessary for
the operation of Borrower’s business as it is currently conducted or as currently contemplated to be conducted; 
 (H) the Obligors
have taken reasonable precautions to protect the secrecy, confidentiality and value of its Obligor Intellectual Property consisting of trade secrets and confidential information. 

(I) each Obligor has delivered to the Lenders accurate and complete copies of all Material Agreements relating to the Obligor Intellectual
Property; 
 (J) there are no pending or, to the Knowledge of any of the Obligors, threatened in writing Claims against the Obligors
asserted by any other Person relating to the Material Agreements, including any Claims of breach or default under such Material Agreements; 

(iii) With respect to the Obligor Intellectual Property consisting of Patents, except as set forth in Schedule 7.05(b) (as amended from
time to time by Borrower in accordance with Section 7.20), and without limiting the representations and warranties in Section 7.05(b)(ii): 

(A) each of the issued claims in such Patents, to Borrower’s Knowledge, is valid and enforceable; 

(B) the inventors claimed in such Patents have executed written Contracts with Borrower or its predecessor-in-interest that properly and
irrevocably assigns to Borrower or predecessor-in-interest all of their rights to any of the Inventions claimed in such Patents to the extent permitted by applicable law; 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 (C) none of the Patents, or the Inventions claimed in them, have been dedicated to the public
except as a result of intentional decisions made by the applicable Obligor; 
 (D) to Borrower’s Knowledge, all prior art material to
such Patents was adequately disclosed to the respective patent offices during prosecution of such Patents to the extent required by applicable law or regulation; 

(E) subsequent to the issuance of such Patents, neither any Obligor nor their predecessors in interest, have filed any disclaimer or filed
any other voluntary reduction in the scope of the Inventions claimed in such Patents; 
 (F) no allowable or allowed subject matter of such
Patents, to Borrower’s Knowledge, is subject to any competing conception claims of allowable or allowed subject matter of any patent applications or patents of any third party and have not been the subject of any interference, re-examination or
opposition proceedings, nor are the Obligors aware of any basis for any such interference, re-examination or opposition proceedings; 
 (G)
no such Patents, to Borrower’s Knowledge, have ever been finally adjudicated to be invalid, unpatentable or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and, with the exception of publicly
available documents in the applicable Patent Office recorded with respect to any Patents, the Obligors have not received any notice asserting that such Patents are invalid, unpatentable or unenforceable; if any of such Patents is terminally
disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Collateral; 

(H) the Obligors have not received an opinion, whether preliminary in nature or qualified in any manner, which concludes that a challenge to
the validity or enforceability of any of such Patents is more likely than not to succeed; 
 (I) the Obligors have no Knowledge that they
or any prior owner of such Patents or their respective agents or representatives have engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate or render unpatentable or unenforceable any such Patents; and

 (J) all maintenance fees, annuities, and the like due or payable on the Patents have been timely paid or the failure to so pay was the
result of an intentional decision by the applicable Obligor or would not reasonably be expected to result in a Material Adverse Change. 

(iv) none of the foregoing representations and statements of fact contains any untrue statement of material fact or omits to state any
material fact necessary to make any such statement or representation not misleading to a prospective Lender seeking full information as to the Obligor Intellectual Property and the Borrower’s business. 

(c) Material Intellectual Property. Schedule 7.05(c) (as amended from time to time by Borrower in accordance with
Section 7.20) contains an accurate list of the Obligor Intellectual Property that is material to Borrower’s business with an indication as to whether the 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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applicable Obligor owns or has an exclusive or non-exclusive license to such Obligor Intellectual Property. 

7.06 No Actions or Proceedings. 
 (a)
Litigation. There is no litigation, investigation or proceeding pending or, to the best of Borrower’s Knowledge, threatened with respect to Borrower and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that
either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, except as specified in Schedule 7.06 (as amended from time to time by Borrower in accordance with Section 7.20) or
(ii) that involves this Agreement or the Transactions. 
 (b) Environmental Matters. The operations and Property of Borrower and
its Subsidiaries comply with all applicable Environmental Laws, except to the extent the failure to so comply (either individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect. 

(c) Labor Matters. Borrower has not engaged in unfair labor practices and there are no material labor actions or disputes involving the
employees of Borrower. 
 7.07 Compliance with Laws and Agreements. Each of the Obligors is in compliance with all Laws of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. On the date hereof and on each Borrowing Date, no Default has occurred and is continuing. 
 7.08 Taxes. Except as set forth on
Schedule 7.08, each of the Obligors has timely filed or caused to be filed all material tax returns and reports required to have been filed and has paid or caused to be paid all material taxes (assessed above $100,000) required to have been
paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which such Obligor has set aside on its books adequate reserves with respect thereto in accordance with GAAP. 

7.09 Full Disclosure. Borrower has disclosed to the Lenders all Material Agreements as required under this Agreement to which any Obligor is subject,
and all other matters to its Knowledge, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on
behalf of the Obligors to the Lenders in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material
misstatement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial or
other information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 7.10 Regulation.  

(a) Investment Company Act. Neither Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940. 
 (b) Margin Stock. Neither Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will be used to buy or
carry any Margin Stock in violation of Regulation T, U or X. 
 7.11 Solvency. Borrower is and, immediately after giving effect to the Borrowing and
the use of proceeds thereof will be, Solvent. 
 7.12 Subsidiaries. Set forth on Schedule 7.12 is a complete and correct list of all
Subsidiaries as of the date hereof. Each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by Borrower of each such Subsidiary is as
shown in said Schedule 7.12. 
 7.13 Indebtedness and Liens. Set forth on Schedule 7.13(a) is a complete and correct list of all
Indebtedness for borrowed money in an amount greater than $50,000 of each Obligor outstanding as of the date hereof (provided that such Schedule 7.13(a) shall not exclude Indebtedness owed to any single Person or its Affiliate that would in
the aggregate exceed $500,000). Schedule 7.13(b) is a complete and correct list of all Liens (other than Permitted Liens) granted by Borrower and other Obligors with respect to their respective Property and outstanding as of the date hereof.

 7.14 Material Agreements. Set forth on Schedule 7.14 (as amended from time to time by Borrower in accordance with Section 7.20)
is a complete and correct list of (i) each Material Agreement, (ii) each agreement creating or evidencing any Material Indebtedness, and (iii) as of the Closing Date, each agreement creating or evidencing the outstanding principal
amount of which individually exceeds $100,000. No Obligor is in material default under any such Material Agreement or agreement creating or evidencing any such Material Indebtedness. Except as otherwise disclosed on Schedule 7.14 (as amended
from time to time in accordance with Section 7.20), all material vendor purchase agreements and provider contracts of the Obligors are in full force and effect without material modification from the form in which the same were disclosed
to the Lenders. 
 7.15 Restrictive Agreements. None of the Obligors is subject to any material indenture, agreement, instrument or other arrangement
that prohibits, restricts or imposes any condition upon (a) the ability of Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make or repay loans or advances to Borrower or any other Subsidiary or to Guarantee Indebtedness of Borrower or any other Subsidiary (each, a “Restrictive
Agreement”), in each case, except those listed on Schedule 7.15 or otherwise permitted under Section 9.11, or the following: (A) customary provisions in 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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contracts (including without limitation leases and licenses of Intellectual Property) restricting the assignment thereof, (B) restrictions or conditions imposed by any agreement governing
secured Permitted Indebtedness permitted under Sections 9.01(d), (i), (m) and (o), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness, (C) agreements (including
licenses) entered into in connection with joint ventures, licensing arrangements or corporate collaborations that are permitted under Sections 9.09 (c) and (d), to the extent such agreements do not prohibit the Loans hereunder or
the Liens granted in favor of the Lenders (except for any new Intellectual Property co-owned by an Obligor and a joint venture/development partner or owned by a joint venture entity), and (D) any agreement in connection with the Excluded IP
(each of such agreements listed in subclauses (A) to (D), a “Permitted Restrictive Agreement”). 
 7.16 Real
Property. 
 (a) Generally. Neither Borrower nor any of its Subsidiaries owns or leases (as tenant thereof)
any real property, except as described on Schedule 7.16 (as amended from time to time by Borrower in accordance with Section 7.20). 

(b) Borrower Lease. (i) Borrower has delivered a true, accurate and complete copy of the Borrower Lease to Lenders.

 (ii) Borrower Lease is in full force and effect and no default has occurred under the Borrower Lease and, to the Knowledge of Borrower,
there is no existing condition which, but for the passage of time or the giving of notice, could reasonably be expected to result in a default under the terms of the Borrower Lease. 

(iii) Borrower is the tenant under the Borrower Lease and has not transferred, sold, assigned, conveyed, disposed of, mortgaged, pledged,
hypothecated, or encumbered any of its interest in, the Borrower Lease. 
 7.17 Pension Matters. Schedule 7.17 sets forth, as of the date
hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, and (b) all Multiemployer Plans. Each Qualified Plan and each trust thereunder, qualifies for tax exempt status under Section 401 or 501
of the Code. Except for those that could not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing
or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to
which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event has or is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all
applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. 

7.18 Collateral; Security Interest. Each Security Document is effective to create in favor of the Lenders a legal, valid and enforceable
security interest in the Collateral subject thereto and each such security interest is perfected to the extent required by (and has the priority required by) 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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the applicable Security Document. The Security Documents collectively are effective to create in favor of the Lenders a legal, valid and enforceable security interest in the Collateral, which
security interests are first-priority (subject only to Permitted Priority Liens). 
 7.19 Regulatory Approvals. Borrower and its Subsidiaries hold,
and will continue to hold, either directly or through licensees and agents, all Regulatory Approvals, licenses, permits and similar governmental authorizations of a Governmental Authority necessary or required for Borrower and its Subsidiaries to
conduct their operations and business in the manner currently conducted or in the ordinary course of business, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

7.20 Update of Schedules. Each of Schedules 7.05(b) (in respect of the lists of Patents, Trademarks, and Copyrights under
Section 7.05(b)(i)), 7.05(c), 7.06, 7.14, 7.15 and 7.16 may be updated by Borrower from time to time in order to reflect any material change and insure the continued accuracy of such Schedule as of any
upcoming date on which representations and warranties are made incorporating the information contained on such Schedule. Such update may be accomplished by Borrower providing to the Lenders, in writing (including by electronic means), a revised
version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders. 

7.21 Small Business Concern. Borrower, together with its “affiliates” (as that term is defined in Title 13 of the United States Code of
Federal Regulations) is a “Small Business” within the meaning of the SBIC Act, and the regulations promulgated thereunder (including part 107 and 121 of Title 13 of the United States Code of Federal Regulations). Borrower’s primary
business activity does not involve, directly or indirectly, providing funds to others (other than to its Subsidiaries), the purchase or discounting of debt obligations, factoring or long term leasing of equipment with no provision for maintenance or
repair, and Borrower is not classified under Major Group 65 (Real Estate) or Industry No. 1531 (Operative Builders) of the SIC Manual. Borrower acknowledges that it has been advised that PIOP is a Small Business Investment Company and licensee
under the SBIC Act. The information regarding Borrower and its affiliates set forth in the SBA Form 480, Form 652, and Form 1031 is accurate and complete. Borrower acknowledges that the Lenders are relying on the representations and warranties made
by Borrower to the SBA in the SBA Form 480 provided to the Lenders. 
 SECTION 8 

AFFIRMATIVE COVENANTS 

Each Obligor covenants and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations have been
paid in full indefeasibly in cash: 
 8.01 Financial Statements and Other Information. Borrower will furnish to the Lenders: 

(a) as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year (or 60 days, in
the case of the fourth fiscal quarter), the consolidated balance sheets of the Obligors as of the end of such quarter, and the related consolidated statements of income, shareholders’ equity and cash flows of Borrower and its


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth
in comparative form the figures for the corresponding period in the preceding fiscal year, together with a certificate of a Responsible Officer of Borrower stating that such financial statements fairly present, in all material respects, the
financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to
changes resulting from normal, year-end audit adjustments and except for the absence of notes; 
 (b) as soon as available and in any event
within 120 days after the end of each fiscal year, the consolidated balance sheets of Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, shareholders’ equity and cash flows of
Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion
thereon of Deloitte Touche Tohmatsu Limited or another firm of independent certified public accountants of recognized national standing reasonably acceptable to the Lenders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be subject to any qualification or exception as to the scope of such audit (other than “going concern” or similar exceptions); 

(c) together with the report of Borrower’s independent certified public accountants delivered pursuant to Section 8.01(b), a
certificate of such independent public accountants stating that (i) such financial statements fairly present in all material respects the financial position, results of operations and cash flow of Borrower and its Subsidiaries as at the dates
indicated and for the periods indicated therein in accordance with GAAP without qualification as to the scope of the audit and without any other similar qualification and (ii) such financial statements were prepared in the course of the regular
audit of the businesses of Borrower and its Subsidiaries; 
 (d) together with the financial statements required pursuant to Sections
8.01(a) and (b) a compliance certificate of a Responsible Officer as of the end of the applicable accounting period (which delivery may, unless a Lender requests executed originals, be by electronic communication including fax or email and
shall be deemed to be an original authentic counterpart thereof for all purposes) in the form of Exhibit E (a “Compliance Certificate”) including details of any issues that are material that are raised by auditors;

 (e) promptly upon receipt thereof, copies of all letters of representation signed by an Obligor to its auditors and copies of all auditor
reports delivered for each fiscal quarter; 
 (f) as soon as available but in any event not more than once (1) each fiscal year, a
consolidated financial forecast for Borrower and its Subsidiaries for the following five fiscal years, including forecasted consolidated balance sheets, consolidated statements of income, shareholders’ equity and cash flows of Borrower and its
Subsidiaries; 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 (g) promptly, and in any event within five Business Days after receipt thereof by an Obligor
thereof, copies of each notice or other correspondence received from any securities regulator or exchange to the authority of which Borrower may become subject from time to time concerning any investigation or possible investigation or other
material inquiry by such agency regarding financial or other operational results of such Obligor; 
 (h) the information regarding insurance
maintained by Borrower and its Subsidiaries as required under Section 8.05; 
 (i) promptly following Lenders’ written
request at any time, proof of Borrower’s compliance with Section 10.01; and 
 (j) within five (5) days of delivery,
copies of all statements, reports and notices (including board kits) made available to Borrower’s board of directors, holders of Borrower’s Equity Interests or holders of Permitted Cure Debt, provided that any such material may be
redacted by Borrower to exclude information relating to the Lenders (including Borrower’s strategy regarding the Loans, information subject to attorney client privilege and any information that would create a conflict of interest solely in
connection with any transaction where the Loans will be paid off). 
 8.02 Notices of Material Events. Borrower will furnish to the Lenders written
notice of the following promptly (unless otherwise noted below) after a Responsible Officer first learns of the existence of: 
 (a) the
occurrence of (i) any Event of Default or (ii) within three (3) Business Days, any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default; 

(b) notice of the occurrence of any event with respect to its property or assets resulting in a Loss aggregating to an amount greater than
$1,000,000 (or the Equivalent Amount in other currencies) or more that is not covered by insurance; 
 (c) (A) any proposed acquisition of
stock, assets or property by any Obligor that would reasonably be expected to result in material environmental liability under Environmental Laws, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous
Material required to be reported to any Governmental Authority under applicable Environmental Laws, and (2) all material actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of
Borrower’s Knowledge, threatened against or affecting Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws
or Hazardous Material; 
 (d) the assertion of any environmental matter by any Person against, or with respect to the activities of,
Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations which could reasonably be expected to involve damages in excess of $500,000 other than any
environmental matter or alleged violation that, if adversely determined, could not reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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 (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or
Governmental Authority against or affecting Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 

(f) (i) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and
(ii) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any
Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any
notice filed with the PBGC or the IRS pertaining thereto; 
 (g) within 30 days of the date thereof, or, if earlier, on the date of delivery
of any financial statements pursuant to Section 8.01, (i) the termination of any Material Agreement; (ii) the receipt by Borrower or any of its Subsidiaries of any material notice under any Material Agreement; (iii) the
entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement; 
 (h) the reports
and notices as required by the Security Documents; 
 (i) within 30 days of the date thereof, or, if earlier, on the date of delivery of any
financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; 

(j) promptly after the occurrence thereof, notice of any labor controversy resulting in or reasonably likely to result in any strike, work
stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; 
 (k) within 30 days of the date thereof,
or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, a licensing agreement or arrangement entered into by Borrower or any Subsidiary in connection with any infringement or alleged infringement of
the Intellectual Property of another Person; 
 (l) any other development, including the types of events described in
Section 8.02(g) and 8.02(k), that results in, or could reasonably be expected to result in, a Material Adverse Effect; 

(m) concurrently with the delivery of financial statements under Section 8.01(b), the creation or other acquisition of any
Material Intellectual Property by Borrower or any Subsidiary after the date hereof and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the
U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority; 
 (n) any change to any
Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Lenders an updated Annex 7 to the Security 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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been requested with respect to the omitted portions. 


  
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Agreement setting forth a complete and correct list of all such accounts as of the date of such change; or 

(o) such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including
with respect to the Collateral) as the Majority Lenders may from time to time reasonably request. 
 Each notice delivered under this
Section 8.02 shall be accompanied by a statement of a financial officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with
respect thereto. 
 8.03 Existence; Conduct of Business. (a) Such Obligor will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business in the ordinary course of business; provided
that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 9.03. 

(b) Without obtaining the prior written approval of PIOP, Borrower will not change within one (1) year after the date hereof,
Borrower’s business activity to a business activity to which a licensee under the SBIC Act is prohibited from providing funds by the SBIC Act, as more specifically set forth under Part 107.720 of Title 13 of the United States Code of Federal
Regulations. If Borrower’s business activity changes to such a prohibited business activity or the proceeds are used for ineligible business activities, Borrower will use all commercially reasonable efforts and cooperate in good faith to assist
PIOP to sell or transfer its Proportionate Share of the Loans in a commercially reasonable manner; provided that in no way shall this be considered PIOP’s sole remedy if Borrower’s business activity changes to such a prohibited
business activity. 
 8.04 Payment of Obligations. Such Obligor will, and will cause each of its Subsidiaries to, pay and discharge its obligations,
including (i) all taxes, fees, assessments and governmental charges or levies imposed upon it or upon its properties or assets prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which,
if unpaid, might become a Lien upon any properties or assets of Borrower or any Subsidiary, except to the extent such taxes, fees, assessments or governmental charges or levies, or such claims are (A) being contested in good faith by
appropriate proceedings and are adequately reserved against in accordance with GAAP, or (B) less than $250,000 individually, or $750,000 in the aggregate; and (ii) all lawful claims which, if unpaid, would by law become a Lien upon its
property not constituting a Permitted Lien. 
 8.05 Insurance. Such Obligor will maintain, and will cause each of its Subsidiaries to maintain, with
financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. Upon the request
of Majority Lenders, Borrower shall furnish the Lenders from time to time with full information as to the insurance carried by it and, if so requested, copies of all such insurance policies. Borrower also


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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shall furnish to the Lenders from time to time upon the reasonable request of the Majority Lenders a certificate from Borrower’s insurance broker or other insurance specialist stating that
all premiums then due on the policies relating to insurance on the Collateral have been paid, that such policies are in full force and effect and that such insurance coverage and such policies comply with all the requirements of this
Section 8.05. Borrower shall use commercially reasonable efforts to ensure, or cause others to ensure, that all insurance policies required under this Section 8.05 shall provide that they shall not be terminated or cancelled
nor shall any such policy be materially changed in a manner adverse to Borrower without at least 30 days’ prior written notice to Borrower and the Lenders. Receipt of notice of termination or cancellation of any such insurance policies or
reduction of coverages or amounts thereunder shall entitle the Lenders to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of this Section 8.05 or
otherwise to obtain similar insurance in place of such policies, in each case at the expense of Borrower. 
 8.06 Books and Records; Inspection
Rights. Such Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Such
Obligor will, and will cause each of its Subsidiaries to, permit any representatives designated by the Lenders, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times (but not more often than once a year unless an Event of Default has occurred and is continuing). 

8.07 Compliance with Laws and Other Obligations. Such Obligor will, and will cause each of its Subsidiaries to, (i) comply in all material
respects with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and (ii) comply in all material respects with all terms of Indebtedness and all other Material
Agreements, except in each case (i) and (ii) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

8.08 Maintenance of Properties, Etc. Such Obligor shall, and shall cause each of its Subsidiaries to, maintain and preserve all of its properties
necessary or useful in the proper conduct of its business in good working order and condition in accordance with the general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation
excepted. 
 8.09 Licenses. Such Obligor shall, and shall cause each of its Subsidiaries to, obtain and maintain all Governmental Approvals necessary
in connection with the execution, delivery and performance of the Loan Documents, the consummation of the Transactions or the operation and conduct of its business and ownership of its properties, except where failure to do so would not reasonably
be expected to have a Material Adverse Effect. 
 8.10 Action under Environmental Laws. Such Obligor shall, and shall cause each of its Subsidiaries
to, upon becoming aware of the presence of any Hazardous Materials or the existence of any environmental liability under applicable Environmental Laws with respect to their respective businesses, operations or properties, take all actions, at their
cost and expense, as shall be reasonably necessary or advisable to investigate and clean up the condition of their 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
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respective businesses, operations or properties, including all required removal, containment and remedial actions, and restore their respective businesses, operations or properties to a condition
in compliance with applicable Environmental Laws. 
 8.11 Use of Proceeds. The proceeds of the Loans will be used only as provided in
Section 2.05. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including
Regulations T, U and X. Neither Borrower nor any of its affiliates (as that term is defined in Section 121.103 of Title 13 of the United States Code of Federal Regulation) will engage in any activities or use directly or indirectly the proceeds
from the Loans for any purpose for which an SBIC is prohibited from providing funds by the SBIC Act as set forth in Section 107.720 of Title 13 of the United States Code of Federal Regulation. 

8.12 Certain Obligations Respecting Subsidiaries; Further Assurances. 

(a) Subsidiary Guarantors. Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to
time as shall be necessary to ensure that all Subsidiaries that are Domestic Subsidiaries, and such Foreign Subsidiaries as are required under Section 8.12(b), are “Subsidiary Guarantors” hereunder. Without limiting the
generality of the foregoing, in the event that Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary meeting the requirements of Section 8.12(b), such Obligor
and its Subsidiaries will, within 30 days thereof (or such longer period as permitted by the Majority Lenders in their sole discretion): 

(i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder, and a “Grantor” under the Security Agreement,
pursuant to a Guarantee Assumption Agreement; 
 (ii) take such action or cause such Subsidiary to take such action (including delivering
such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property
of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder as provided in and to the extent required hereunder and under the Security Documents and the Guarantee Assumption Agreement; 

(iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests
in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Lenders in respect of all outstanding issued shares of such
Subsidiary; and 
 (iv) deliver such proof of corporate action, incumbency of officers, opinions of counsel as reasonably requested by the
Majority Lenders and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Majority Lenders shall have requested. 

  
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information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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been requested with respect to the omitted portions. 


  
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 (b) Foreign Subsidiaries. In the event that, at any time, Foreign Subsidiaries have, in
the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on
a consolidated basis, promptly (and, in any event, within 30 days after such time) Obligors shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after
such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above;
provided that no Foreign Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as a whole. 

(c) Further Assurances. Such Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall
reasonably be requested by the Majority Lenders to effectuate the purposes and objectives of this Agreement. 
 Without limiting the generality of the
foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from time to time (including executing and delivering such assignments, security agreements, control agreements and other
instruments) as shall be reasonably requested by the Majority Lenders to create, in favor of the Lenders, perfected security interests and Liens in substantially all of the personal property of such Obligor as collateral security for the
Obligations; provided that any such security interest or Lien shall be subject to the relevant requirements of the Security Documents. 
 8.13
Termination of Non-Permitted Liens. In the event that any Obligor shall become aware or be notified by the Lenders of the existence of any outstanding Lien against any Property of such Obligor, which Lien is not a Permitted Lien, such Obligor
shall use its commercially reasonable efforts to promptly terminate or cause the termination of such Lien. 
 8.14 Intellectual Property. In the
event that the Obligors acquire Obligor Intellectual Property (other than Excluded IP) during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property (other than
Excluded IP) shall automatically constitute part of the Collateral under the Security Documents, without further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any
Obligor shall apply to any such Obligor Intellectual Property (other than Excluded IP) only from and after the date, if any, subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein).

 8.15 Small Business Documentation. Borrower shall accurately complete, execute, and deliver to PIOP prior to the first Borrowing Date, SBA Forms
480, 652, and 1031 (Parts A and B). 

  
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information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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been requested with respect to the omitted portions. 


  
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 8.16 Post-Closing Items.  

(a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute
and deliver to Lenders, not later than 30 days after the First Borrowing Date, a Landlord Consent. 
 (b) Borrower shall use commercially
reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements as the Lenders may require with respect to foreign Intellectual Property, and take such other action as the Lenders may reasonably
deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Intellectual Property located outside the United States. 

(c) Within 60 days after the date hereof, Borrower shall cause to be delivered to the Lenders, in form and substance reasonably satisfactory
to the Majority Lenders, (a) an intercreditor agreement executed by the lenders under the Cuyahoga County Loan Documents, or (b) a payoff letter providing that (i) the Cuyahoga County Loan Documents have be terminated and all loans
and obligations thereunder repaid in full in cash, and (ii) all Liens in favor of the secured parties under the Cuyahoga County Loan Documents have been released. 

(d) Not later than 30 days following the first Borrowing Date, or such later date as agreed to by the Majority Lenders, Borrower shall deliver
to the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates of insurance delivered pursuant to Section 6.01(g)(ix). 

(e) Not later than 30 days following the first Borrowing Date, Borrower shall execute and deliver to the Lenders fully executed control
agreements, in form and substance reasonably acceptable to Majority Lenders, as may be required to perfect the security interest created under the Security Agreement in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such
term is defined in the Security Agreement) (other than Excluded Accounts) owned by the Obligors in the United States. 
 SECTION 9

 NEGATIVE COVENANTS 

Each Obligor covenants and agrees with the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than
contingent indemnification or reimbursement obligations for which no claim has been made) have been paid in full indefeasibly in cash: 
 9.01
Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, whether directly or indirectly, except: 

(a) the Obligations; 
 (b)
Indebtedness existing on the date hereof and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to
the Majority Lenders; 

  
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information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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been requested with respect to the omitted portions. 


  
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 (c) Indebtedness fully subordinated to the Obligations pursuant to terms acceptable to the
Majority Lenders in their reasonable discretion, provided that, in addition, such Indebtedness (i) is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those
contained in the Loan Documents, (ii) has a maturity date later than the Maturity Date, (iii) requires no cash payments of principal or interest prior to the Maturity Date, (iv) is governed by terms of subordination in substantially
the form attached hereto as Exhibit H or otherwise satisfactory to the Majority Lenders in their reasonable discretion, (v) is unsecured, and (vi) does not restrict the Lenders from amending any of the terms of the Loans hereunder,
including extending the Maturity Date or increasing the amount of the Lenders’ Commitments; 
 (d) Permitted Priority Debt; 

(e) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money)
incurred in the ordinary course of Borrower’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance
with GAAP; 
 (f) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor
in the ordinary course of business; 
 (g) Indebtedness of any Obligor to any other Obligor for intercompany indebtedness in the ordinary
course of business consistent with past practices; 
 (h) Guarantees by any Obligor of Indebtedness of any other Obligor; provided
that the aggregate outstanding principal amount of such Indebtedness, when added to the aggregate principal amount of the outstanding Indebtedness permitted in reliance on Section 9.01(i), does not exceed $1,000,000 (or the
Equivalent Amount in other currencies) at any time; 
 (i) normal course of business equipment financing and capital lease obligation;
provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such
Indebtedness, when added to the aggregate principal amount of the outstanding Indebtedness permitted in reliance on Section 9.01(h), does not exceed $1,000,000 (or the Equivalent Amount in other currencies) at any time; 

(j) Permitted Cure Debt; 
 (k)
Indebtedness approved in advance in writing by the Majority Lenders; 
 (l) Indebtedness in respect of Investments permitted under
Section 9.05; 
 (m) Indebtedness under credit cards used in the ordinary course of business not exceeding $500,000 in the
aggregate at any given time; 
 (n) Indebtedness in connection with hedges, swaps or collars entered into in the ordinary course of
business; 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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 (o) Indebtedness secured by Liens or deposits permitted under Section 9.02(o); and

 (p) Other Indebtedness not exceeding $500,000 in the aggregate at any given time. 

9.02 Liens. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or
asset now owned by it (including the Excluded IP), or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 

(a) Liens securing the Obligations; 

(b) any Lien on any property or asset of Borrower or any of its Subsidiaries existing on the date hereof and set forth in Part II of
Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date
hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 
 (c) Liens
described in the definition of “Permitted Priority Debt”; 
 (d) Liens securing Indebtedness permitted under
Section 9.01(i); provided that such Liens are restricted solely to the collateral described in Section 9.01(i); 

(e) Liens imposed by law which were incurred in the ordinary course of business, including (but not limited to) carriers’,
warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the
use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and
for which adequate reserves have been made if required in accordance with GAAP; 
 (f) pledges or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; 
 (g) Liens
securing taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been made; 
 (h) servitudes, easements, rights of way, restrictions
and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the
aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; 

(i) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real
Property; (B) the reservations, limitations, provisos 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
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and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; (C) rights of expropriation, access
or user or any similar right conferred or reserved by or in applicable Laws, and (D) any leasehold interest in leases or subleases and licenses granted in the ordinary course of business, which, in the aggregate for (A), (B), (C) and (D),
are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; 

(j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; 

(k) deposits to secure the performance of bids, trade contracts, statutory obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds, and other obligations of a like nature incurred in the ordinary course of business; 
 (l) Liens securing
judgments for the payment of money not constituting an Event of Default under Section 11.01(k) or securing appeal or other surety bonds related to such judgments; 

(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on
or before the date they become due; 
 (n) Liens on insurance proceeds securing payment of financed insurance premiums that are not overdue
(provided that such Liens extend only to such insurance proceeds and not to any other property or assets); 
 (o) (i) Deposits or letters of
credit to provide credit support for (A) Indebtedness permitted under Section 9.01(m) or (B) real estate leases, in each case, not to exceed $500,000 in the aggregate outstanding at any time, and (ii) deposits or letters
of credit to provide credit support for real estate leases, not to exceed $500,000 in the aggregate outstanding at any time; 
 (p) Liens
incurred in connection with the extension, renewal, or refinancing of the Indebtedness secured by Lien of the type described in clauses (a) through (o) above; provided that, any extension, renewal or replacement Lien shall be
limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced any payment thereon) does not increase; 

(q) licenses of any Product or Intellectual Property that is permitted under Section 9.09; and 

(r) Liens, restrictions or encumbrances in connection with the Excluded IP existing on the date hereof only. 

provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (p) shall apply to any Material Intellectual
Property or Excluded IP. 
 9.03 Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to,
(i) enter into any transaction of merger, amalgamation or consolidation 

  
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(ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property
from, or capital stock of, or be a party to any acquisition of, any Person, except: 
 (a) Investments permitted under
Section 9.05(e); 
 (b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor;

 (c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation
or otherwise) to any other Obligor; and 
 (d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to
any other Obligor; and 
 (e) Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate; and 

(f) in connection with a Reverse Merger Transaction. 

9.04 Lines of Business. Such Obligor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than
the business engaged in on the date hereof by Borrower or any Subsidiary or a business reasonably related thereto. 
 9.05 Investments. Such Obligor
will not, and will not permit any of its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding any Investments except: 

(a) Investments outstanding on the date hereof and identified in Schedule 9.05; 

(b) operating deposit and securities accounts with banks; 

(c) extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the ordinary
course of business; 
 (d) Permitted Cash Equivalent Investments; 

(e) Investments by any Obligor in Borrower’s wholly-owned Subsidiary Guarantors (for greater certainty, Borrower shall not be permitted
to have any direct or indirect Subsidiaries that are not wholly-owned Subsidiaries); 
 (f) Hedging Agreements entered into in the ordinary
course of Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes); 
 (g) Investments
consisting of security deposits with utilities and other like Persons made in the ordinary course of business; 
 (h) employee loans, travel
advances and guarantees in accordance with Borrower’s usual and customary practices with respect thereto (if permitted by applicable law) which in the 

  
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aggregate shall not exceed $350,000 outstanding at any time (or the Equivalent Amount in other currencies); 

(i) Investments received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients and in settlement of
delinquent obligations of, and other disputes with, customers, suppliers or clients; 
 (j) Investments permitted under
Section 9.03; 
 (k) Investments in joint ventures, corporate collaborations, partnerships or similar arrangements, provided
that the cash Investment by Borrower in such Investments cannot exceed $1,000,000 per fiscal year and any non-cash Investments by Borrower in such Investments are subject to the limitations set forth in Section 9.09; 

(l) Investments consisting of Indebtedness permitted under Section 9.01; 

(m) Investments permitted under Section 9.09; 

(n) Investments in Foreign Subsidiaries approved in advance in writing by the Majority Lenders or in an amount not to exceed $500,000 per
fiscal year; and 
 (o) other Investments in an amount not to exceed $500,000 in the aggregate. 

9.06 Restricted Payments. Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except: 
 (a) Borrower may declare and pay dividends with respect to its capital stock payable solely
in additional shares of its common stock; 
 (b) Borrower may purchase, redeem, retire, or otherwise acquire shares of its capital stock or
other Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its capital stock or other Equity Interests; 

(c) for the payment of dividends or other distributions by any Subsidiary Guarantor to any other Obligor; 

(d) for the purpose of repurchasing Borrower’ stock, where such repurchase is in connection with the issuance of Borrower’s stock to
management, former employees, consultants or members of the Board of Directors of Borrower, in each case, who are not Affiliates of Borrower, in an amount not exceeding $500,000 in repurchases in any fiscal year; 

(e) waive, release or forgive any Indebtedness owed by any employees, officers or directors, in each case, who are not Affiliates of Borrower,
in excess of $250,000 in any fiscal year; 

  
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 (f) to pay customary fees, taxes and expenses to members of the Board of Directors of Borrower,
in an amount approved by the compensation committee of the Board of Directors in its reasonable business judgment; 
 (g) to pay any fees,
taxes or expenses in connection with an initial public offering of Borrower’s common stock on a nationally recognized securities exchange; and 

(h) Borrower may redeem the shares of its Series C capital stock owned by the HarT Letter Counterparty, but only with the proceeds
received from an issue of new shares of its capital stock or other Equity Interests, either on a substantially concurrent basis with such issuance, or at the time described in the HarT Letter as it exists on the date hereof (and in any case, no
later than fifteen (15) months following the occurrence of a “Specified Condition” as defined under such letter). 
 9.07 Payments of
Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other Indebtedness and
(iii) repayment of intercompany Indebtedness permitted in reliance upon Section 9.01(f). 
 9.08 Change in Fiscal Year. Such Obligor
will not, and will not permit any of its Subsidiaries to, change the last day of its fiscal year from that in effect on the date hereof, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to conform its
fiscal year to that of Borrower. 
 9.09 Sales of Assets, Etc. Unless the prepayment required under Section 3.03(b)(i) simultaneously is
made, such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital
stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except: 

(a) transfers of cash in the ordinary course of its business for equivalent value; 

(b) sales of inventory in the ordinary course of its business on ordinary business terms; 

(c) development and other collaborative arrangements where such arrangements provide for the licenses or disclosure of Patents, Trademarks,
Copyrights or other Intellectual Property rights in the ordinary course of business and consistent with general market practices where such license requires periodic payments based on per unit sales of a product over a period of time and provided
that such licenses must be true licenses as opposed to licenses that are sales transactions in substance; 
 (d) (i) licenses of Obligor
Intellectual Property or other property owned by Obligor which may only be exclusive with respect to geographical location outside the US, provided that such licenses must be true licenses as opposed to licenses that are sales transactions in
substance; (ii) non-exclusive licenses of Obligor Intellectual Property; and (iii) licenses in connection with the Excluded IP; 

  
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 (e) transfers of Property by any Subsidiary Guarantor to any other Obligor; 

(f) dispositions of any Property that is obsolete or worn out or no longer used or useful in the Business; 

(g) any transaction permitted under Section 9.03 or 9.05; and. 

(h) other Asset Sales not exceeding $500,000 in the aggregate in any fiscal year. 

9.10 Transactions with Affiliates. Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise transfer
any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except: 

(a) transactions between or among Obligors; 

(b) any transaction permitted under Section 9.01, 9.05, 9.06 or 9.09; 

(c) customary compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Borrower or
any Subsidiary in the ordinary course of business, 
 (d) Borrower may issue Equity Interests and subordinated Indebtedness to Affiliates in
exchange for cash; and 
 (e) the transactions set forth on Schedule 9.10. 

9.11 Restrictive Agreements. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any Restrictive Agreement other than (a) restrictions and conditions imposed by law or by this Agreement and (b) Restrictive Agreements listed on Schedule 7.15 (which Schedule 7.15 may be updated from time to time in
accordance with Section 7.20 to include Restricted Agreements in form and substance consistent with the Restrictive Agreements existing on the date hereof, as reasonably determined by the Borrower and the Majority Lenders, after the
Majority Lenders’ review of the new agreement and consultation with the Borrower, provided that such agreement is not otherwise prohibited under this Agreement), and (c) Permitted Restrictive Agreements. 

9.12 Amendments to Material Agreements. Such Obligor will not, and will not permit any of its Subsidiaries to, enter into any amendment to or
modification of any Material Agreement in any manner that is materially adverse to the Lenders or terminate any Material Agreement if such termination is materially adverse to the Lenders. 

9.13 Operating Leases. Borrower will not, and will not permit any of its Subsidiaries to, make any expenditures in respect of operating leases, except
for: 
 (a) real estate operating leases; 

  
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 (b) operating leases between Borrower and any of its wholly-owned Subsidiaries or between any of
Borrower’s wholly-owned Subsidiaries; and 
 (c) operating leases that would not cause Borrower and its Subsidiaries, on a consolidated
basis, to make payments exceeding $250,000 (or the Equivalent Amount in other currencies) in any fiscal year. 
 9.14 Sales and Leasebacks. Except as
disclosed on Schedule 9.14, such Obligor will not, and will not permit any of its Subsidiaries to, become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of any property
(whether real, personal, or mixed), whether now owned or hereafter acquired, (i) which Borrower or such Subsidiary has sold or transferred or is to sell or transfer to any other Person and (ii) which Borrower or such Subsidiary intends to
use for substantially the same purposes as property which has been or is to be sold or transferred. 
 9.15 Hazardous Material. Such Obligor will
not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except in compliance with all applicable Environmental Laws or where the failure to comply could
not reasonably be expected to result in a Material Adverse Change. 
 9.16 Accounting Changes. Such Obligor will not, and will not permit any of its
Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required or permitted by GAAP. 
 9.17 Compliance
with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event that would, in the
aggregate, have a Material Adverse Effect. No Obligor or Subsidiary thereof shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan. 

9.18 Amendment of HarT Letter. The Borrower shall not amend the HarT Letter without the prior written consent of the Majority Lenders unless such
amendment (a) does not have a material adverse effect on the Lenders, (b) does not increase the amount of cash the Borrower would pay to the HarT Letter Counterparty (or its assignee) to redeem its Series C capital stock, and (c) does
not change the timing of the redemption payment to the HarT Letter Counterparty (or its assignee) other than to waive such payment or postpone such payment to a time when the Obligations hereunder (other than Obligations that specifically survive
termination) have been paid off in full. 
 SECTION 10 

FINANCIAL COVENANTS 
 10.01 Minimum
Liquidity. Borrower shall maintain at all times Liquidity in an amount which shall exceed the greater of (i) (A) $2,000,000 if a Qualifying IPO has not occurred, or (B) $5,000,000 if a Qualifying IPO has occurred, and (ii) to
the extent Borrower has incurred Permitted Priority Debt, the minimum cash balance, if any, required of Borrower by Borrower’s Permitted Priority Debt creditors. 

  
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 10.02 Minimum Revenue. Borrower and its Subsidiaries shall have Revenue from sales, marketing or
distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): 

(a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; 

(b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; 

(c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and 

(d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and 

(e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000. 

10.03 Cure Right.  
 (a)
Notwithstanding anything to the contrary contained in Section 11, in the event that the Borrower fails to comply with the covenants contained in Section 10.02(a) through e) (such covenants for such applicable periods
being the “Specified Financial Covenants”), Borrower shall have the right within 90 (ninety) days after the end of the respective measured period: 

(i) to issue additional shares of Equity Interests in exchange for cash (the “Equity Cure Right”), or 

(ii) to borrow Permitted Cure Debt (the “Subordinated Debt Cure Right” and, collectively with the Equity Cure Right,
the “Cure Right”), 
 in an amount equal to (x) two (2) multiplied by (y) the applicable Minimum Required Revenue
less Borrower’s actual Revenue over the relevant testing period for the applicable Minimum Required Revenue (the “Cure Amount”). The cash therefrom immediately shall be contributed as equity or subordinated debt (only as
permitted pursuant to Section 9.01), as applicable, to Borrower, and upon the receipt by Borrower of the Cure Amount pursuant to the exercise of such Cure Right, such Cure Amount shall be deemed to constitute Revenue of Borrower for
purposes of the Specified Financial Covenants and the Specified Financial Covenants shall be recalculated for all purposes under the Loan Documents. If, after giving effect to the foregoing recalculation, Borrower shall then be in compliance with
the requirements of the Specified Financial Covenants, Borrower shall be deemed to have satisfied the requirements of the Specified Financial Covenants as of the relevant date of determination with the same effect as though there had been no failure
to comply therewith at such date, and the applicable breach of the Specified Financial Covenants that had occurred, the related Default and Event of Default, shall be deemed cured without any further action of Borrower or Lenders for all purposes
under the Loan Documents. 

  
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 (b) Notwithstanding anything herein to the contrary the Cure Amount received by Borrower from
investors investing in or lending to Borrower pursuant to Section 10.03(a) shall be used to immediately prepay the Loans, without any Prepayment Premium or other prepayment penalty, credited in the order set forth in Sections
3.03(b)(i)(A)-(E). 
 SECTION 11 

EVENTS OF DEFAULT 
 11.01 Events of
Default. Each of the following events shall constitute an “Event of Default”: 
 (a) Borrower shall fail to pay
any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

(b) any Obligor shall fail to pay any Obligation (other than an amount referred to in Section 11.01(a)) when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of (i) in the case of Obligations payable on demand and consisting of indemnified amounts or costs and expenses, fifteen (15) days, and (ii) in all other
cases, three (3) Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of Borrower or any of its
Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall: (i) prove to have been incorrect when made or deemed made to the extent that such representation or warranty contains any materiality or Material
Adverse Effect qualifier; or (ii) prove to have been incorrect in any material respect when made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse Effect qualifier;

 (d) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02, 8.03
(with respect to Borrower’s existence), 8.11, 8.12, 8.14, 8.16(a), (c), (d) or (e), 9 or 10; 

(e) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified
in Section 11.01(a), (b) or (d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 or more days; 

(f) Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace or cure period as originally provided by the terms of such Indebtedness; 

(g) (i) any material breach of, or “event of default” or similar event by any Obligor under, any Material Agreement that has not
been cured within the timeframe permitted thereunder and such event or condition is reasonably likely to result in a Material Adverse Effect, 

  
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(ii) any material breach of, or “event of default” or similar event under, the documentation governing any Material Indebtedness shall occur, or (iii) any event or condition
occurs (A) that results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material
Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this
Section 11.01(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness. 

(h) any Obligor with assets (at fair market value) constituting more than five percent (5%) of the asset value of Borrower and its
Subsidiaries on a consolidated basis: 
 (i) becomes insolvent, or generally does not or becomes unable to pay its debts or meet its
liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any
class of its creditors; 
 (ii) commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors
or makes a proposal (or files a notice of its intention to do so); 
 (iii) institutes any proceeding seeking to adjudicate it an insolvent,
or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any
other relief, under any federal, provincial or foreign Law now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in
equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding; 
 (iv) applies for the
appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it
or any substantial part of its property; or 
 (v) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any
of the actions described in this Section 11.01(h) or (i), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof; 

(i) any petition is filed, application made or other proceeding instituted against or in respect of any Obligor with assets (at fair market
value) constituting more than five percent (5%) of the asset value of Borrower and its Subsidiaries on a consolidated basis (and not removed, dismissed or stayed within sixty (60) days of the filing or institution thereof): 

(i) seeking to adjudicate it an insolvent; 

(ii) seeking a receiving order against it; 

  
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 (iii) seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement,
adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any federal, provincial or foreign law now or
hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or 

(iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver,
receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property, and such petition, application or
proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal)
against Borrower or such Subsidiary thereunder in the interim, such grace period will cease to apply; provided further that if Borrower or such Subsidiary files an answer admitting the material allegations of a petition filed against it in
any such proceeding, such grace period will cease to apply; 
 (j) any other event occurs which, under the laws of any applicable
jurisdiction, has an effect equivalent to any of the events referred to in either of Section 11.01(h) or (i); 
 (k) one
or more judgments for the payment of money in an aggregate amount in excess of $500,000 (or the Equivalent Amount in other currencies), which is not covered by insurance, shall be rendered against any Obligor or any combination thereof and the same
shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor to enforce any such
judgment; 
 (l) an ERISA Event shall have occurred that, in the opinion of the Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding (i) $500,000 in any year or (ii) $750,000 for all periods until repayment of all Obligations; 

(m) a Change of Control (subject, for the avoidance of doubt, to Borrower’s right to prepay under Section 3.03(b)(ii)) shall
have occurred; 
 (n) a Material Adverse Change shall have occurred; 

(o) (i) any Lien created by any of the Security Documents shall at any time not constitute a valid and perfected Lien on the applicable
Collateral (to the extent perfection is required herein or therein) in favor of the Lenders, free and clear of all other Liens (other than Permitted Liens), (ii) except for expiration in accordance with its terms, any of the Security Documents
or any Guarantee of any of the Obligations (including that contained in Section 13) shall for whatever reason cease to be in full force and effect, or (iii) any of the Security Documents or any Guarantee of any of the Obligations
(including that contained in Section 13), or the enforceability thereof, shall be repudiated or contested by any Obligor; 

  
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 (p) any injunction, whether temporary or permanent, shall be rendered against any Obligor that
prevents the Obligors from selling or manufacturing the Product or its commercially available successors, or any of their other material and commercially available products in the United States for more than 45 consecutive calendar days; and 

(q) the occurrence of a “Specified Condition” (as defined in the HarT Letter) when the HarT Letter Counterparty (or its assignee)
holds any shares of the Borrower’s capital stock or another event similar to such “Specified Conditions” occurs, which occurrence permits such Person to redeem its shares of the Borrower’s capital stock under the HarT Purchase
Agreement, as provided under the HarT Letter and the Borrower shall fail within 180 days of such occurrence to do any one of the following: (1) pay off all the Obligations (other than Obligations that specifically survive
termination of this Agreement) hereunder in full in cash to the Lenders, (2) obtain a waiver or amendment of the HarT Letter so that the redemption right enjoyed by such Person to redeem its shares of the Borrower’s capital stock under the
HarT Purchase Agreement is waived or postponed until all the Obligations (other than Obligations that specifically survive termination) hereunder have been paid in full in cash to the Lenders, or (3) raise equity proceeds (including in the form
of subordinated convertible debt) in an amount at least equal to the amount that can be redeemed by such Person under the HarT Letter. 
 11.02
Remedies.  
 (a) Upon the occurrence of any Event of Default, then, and in every such event (other than an Event of Default
described in Section 11.01(h), (i) or (j)), and at any time thereafter during the continuance of such event, Majority Lenders may, by notice to Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations, shall become due and payable
immediately (in the case of the Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor. 

(b) In case of an Event of Default described in Section 11.01(h), (i) or (j), the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, shall automatically become due and payable immediately (in the case of the Loans, at the Redemption Price
therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor. 
 (c)
Prepayment Premium and Redemption Price. (i) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price) shall be due and payable whenever so stated in this Agreement, or by any applicable operation of
law, regardless of the circumstances causing any related acceleration or payment prior to the Stated Maturity Date, including without limitation any Event of Default or other failure to comply with the terms of this Agreement, whether or not notice
thereof has been given, or any acceleration by, through, or on account of any bankruptcy filing. 

  
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 (ii) For the avoidance of doubt, the Prepayment Premium (as a component of the Redemption Price)
shall be due and payable at any time the Loans become due and payable prior to the Stated Maturity Date for any reason, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving
of notice to Borrower in accordance with Section 11.02(a), or automatically, in accordance with Section 11.02(b)), by operation of law or otherwise (including, without limitation, where bankruptcy filings or the exercise of
any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Loans or Loan Documents that would otherwise evade, avoid, or otherwise
disappoint the expectations of Lenders in receiving the full benefit of their bargained-for Prepayment Premium or Redemption Price as provided herein). The Obligors and Lenders acknowledge and agree that any Prepayment Premium due and payable in
accordance with this Agreement shall not constitute unmatured interest, whether under section 502(b)(3) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under
the terms of this Agreement. 
 (iii) Each Obligor acknowledges and agrees that the Lenders shall be entitled to recover the full amount of
the Redemption Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, including without limitation in the case of any Obligor’s bankruptcy filing, so that the Lenders shall receive the benefit
of their bargain hereunder and otherwise receive full recovery as agreed under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor
further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Lenders may suffer or incur resulting from
or arising in connection with any breach by Borrower shall constitute secured obligations owing to the Lenders. 
 SECTION 12 

MISCELLANEOUS 
 12.01 No Waiver. No
failure on the part of the Lenders to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by
law. 
 12.02 Notices. All notices, requests, instructions, directions and other communications provided for herein (including any modifications of,
or waivers, requests or consents under, this Agreement) shall be given or made in writing (including by telecopy or electronic email) delivered, if to Borrower, another Obligor or the Lenders, to its address specified on the signature pages hereto
or its Guarantee Assumption Agreement, as the case may be, or at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to
have been duly given upon receipt of a legible copy thereof, in each case given or addressed as aforesaid. All such communications provided for herein by telecopy or electronic email shall be confirmed


  
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in writing promptly after the delivery of such communication (it being understood that non-receipt of written confirmation of such communication shall not invalidate such communication).
Notwithstanding anything to the contrary in this Agreement, all notices, documents, certificates and other deliverables to the Lenders by any Obligor may be made solely to the Control Agent and the Control Agent shall promptly deliver such notices,
documents, certificates and other deliverables to the other Lenders hereunder. 
 12.03 Expenses, Indemnification, Etc.  

(a) Expenses. Borrower agrees to pay or reimburse (i) the Lenders for all of their reasonable out of pocket costs and expenses
(including the reasonable fees and expenses of Morrison & Foerster LLP, special counsel to the Lenders, and any sales, goods and services or other similar taxes applicable thereto, and printing, reproduction, document delivery,
communication and travel costs) in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Loans (exclusive of post-closing costs), (y) post-closing
costs and (z) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated) and (ii) the Lenders for all of their out of
pocket costs and expenses (including the fees and expenses of legal counsel) in connection with any enforcement or collection proceedings resulting from the occurrence of an Event of Default; provided, however, that Borrower shall not be
required to pay or reimburse any amounts pursuant to Section 12.03(a)(i)(x) in excess of the Closing Expense Cap; provided further that, so long as the first Borrowing is made, then such fees shall be credited from the fees paid
by the Borrower pursuant to the Fee Letter. 
 (b) Indemnification. Borrower hereby indemnifies the Lenders, their Affiliates, and
their respective directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an “Indemnified Party”) from and against, and agrees to hold them harmless against, any and all Claims and Losses of
any kind (including reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation,
litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby or any use made
or proposed to be made with the proceeds of the Loans, whether or not such investigation, litigation or proceeding is brought by Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is
otherwise a party thereto, and whether or not any of the conditions precedent set forth in Section 6 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is found
in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. No Obligor shall assert any claim against
any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or
thereby or the actual or proposed use of the proceeds of the Loans. Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys, agents, advisors and controlling parties are each sometimes referred to in
this Agreement as a “Borrower Party.” No Lender shall assert any 

  
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claim against any Borrower Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other
Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans. 
 12.04 Amendments,
Etc. Except as otherwise expressly provided in this Agreement, any provision of this Agreement may be modified or supplemented only by an instrument in writing signed by Borrower and the Majority Lenders. Any consent, approval (including without
limitation any approval of or authorization for any amendment to any of the Loan Documents), instruction or other expression of the Lenders under any of the Loan Documents may be obtained by an instrument in writing signed in one or more
counterparts by Majority Lenders; provided however, that the consent of all of the Lenders shall be required to: 
 (i) amend, modify,
discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Loans, reduce the fees payable hereunder, reduce interest rates or other amounts
payable with respect to the Loans, extend any date fixed for payment of principal, interest or other amounts payable relating to the Loans or extend the repayment dates of the Loans; 

(ii) amend the provisions of Section 6; 

(iii) amend, modify, discharge, terminate or waive any Security Document if the effect is to release a material part of the Collateral subject
thereto otherwise than pursuant to the terms hereof or thereof; or 
 (iv) amend this Section 12.04. 

Notwithstanding anything to the contrary herein, a Defaulting Lender shall not have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. 
 12.05 Successors and Assigns.
 
 (a) General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Majority Lenders, other than in connection with a
Reverse Merger Transaction. Any of the Lenders may assign or otherwise transfer any of their rights or obligations hereunder to an assignee in accordance with the provisions of Section 12.05(b), (ii) by way of participation in
accordance with the provisions of Section 12.05(e) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 12.05(g). Any other attempted assignment or transfer by any Lender
shall be null and void. 

  
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Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in Section 12.05(d) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default
has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such
assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection
with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or
securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c),
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations
of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment
and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 12.05(e). 
 (c) Amendments to Loan Documents. Each of the Lenders and the
Obligors agrees to enter into such amendments to the Loan Documents, and such additional Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to the Lenders and the Obligors, as shall
reasonably be necessary to implement and give effect to any assignment made under this Section 12.05. 
 (d) Register.
Each Lender, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices (which shall be the office of the Control Agent) a register for the recordation of the name and address of any assignee of the Lenders and the
Commitment and outstanding principal amount of the Loans owing thereto (including any interest on such Loans) (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as the “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
Borrower, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything else in the Note(s) to the contrary, the right to the principal of, and stated interest on, the Note(s) may be transferred only if the
transfer is registered on such record of ownership and the transferee is 

  
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identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of the Note(s) (as recorded on such record of ownership) as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the Note(s) on the part of any other person or entity. Upon surrender of the Note(s) to the Lender for registration of transfer, within
thirty (30) days thereafter, the Lender shall deliver a new Note(s) in substantially the form of Exhibit C-1 or C-2, as applicable, in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note(s). 
 (e) Participations. Any of the Lenders may at any time, without the consent of, or notice to, Borrower, sell
participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of the Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) Borrower shall continue to deal solely and directly with the Lenders in connection therewith. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or any portion of any fee hereunder payable
to the Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest. Borrower
agrees that each Participant shall be entitled to the benefits of Section 5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.05(b); provided that such Participant
(A) agrees to be subject to the provisions of Section 5.03(g) as if it were an assignee under Section 12.05(b); and (B) shall not be entitled to receive any greater payment under Sections 5.01 or 5.03
with respect to any participation, than its participating Lender would have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.04(a) as though it were the
Lender. 
 (f) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under
Section 5.01 or 5.03 than a Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written
consent. 
 (g) Certain Pledges. The Lenders may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement and any other Loan Document to secure obligations of the Lenders, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lenders
from any of their obligations hereunder or substitute any such pledgee or assignee for the Lenders as a party hereto. 

  
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 12.06 Survival. The obligations of Borrower under Sections 5.01, 5.02, 5.03,
12.03, 12.05, 12.09, 12.10, 12.11, 12.12, 12.13, 12.14 and Section 13 (solely to the extent guaranteeing any of the obligations under the foregoing Sections) shall survive the
repayment of the Loans and the termination of the Commitment and, in the case of the Lenders’ assignment of any interest in the Commitment or the Loans hereunder, shall survive, in the case of any event or circumstance that occurred prior to
the effective date of such assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In addition, each representation and warranty made, or deemed to be made by a notice of the Loans,
herein or pursuant hereto shall survive the making of such representation and warranty. 
 12.07 Captions. The table of contents and captions and
section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 

12.08 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 
 12.09 Governing Law. This Agreement and the
rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other
jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. 
 12.10 Jurisdiction, Service of Process and
Venue. 
 (a) Submission to Jurisdiction. Each Obligor agrees that any suit, action or proceeding with respect to this Agreement
or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicile and irrevocably
submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment. This Section 12.10(a) is for the benefit of the Lenders only and, as a result, no Lender shall be prevented
from taking proceedings in any other courts with jurisdiction. To the extent allowed by applicable Laws, the Lenders may take concurrent proceedings in any number of jurisdictions. 

(b) Alternative Process. Nothing herein shall in any way be deemed to limit the ability of the Lenders to serve any such process or
summonses in any other manner permitted by applicable law. 
 (c) Waiver of Venue, Etc. Each Obligor irrevocably waives to the
fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document and hereby further irrevocably
waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals has elapsed) in


  
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any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which such Obligor is or may be subject, by suit upon judgment. 

12.11 Waiver of Jury Trial. EACH OBLIGOR AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

12.12 Waiver of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its Property or revenues any immunity on the
ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed such an
immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and the other Loan Documents. 

12.13 Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. EACH OBLIGOR ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IN DECIDING TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS OR IN TAKING OR NOT TAKING ANY ACTION HEREUNDER OR THEREUNDER, IT HAS NOT RELIED, AND WILL NOT RELY, ON ANY STATEMENT, REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, OF OR WITH THE
LENDERS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 
 12.14 Severability. If any provision hereof is found
by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof. 

12.15 No Fiduciary Relationship. Borrower acknowledges that the Lenders have no fiduciary relationship with, or fiduciary duty to, Borrower arising out
of or in connection with this Agreement or the other Loan Documents, and the relationship between the Lenders and Borrower is solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture among the
parties. 
 12.16 Confidentiality. The Lenders agree to maintain the confidentiality of the Confidential Information (as defined in the Non-Disclosure Agreement (defined below)) in accordance with the terms of that certain non-disclosure agreement dated May 20, 2014 between Borrower and Capital Royalty L.P. (the “Non-Disclosure
Agreement”). Any new Lender that becomes party to this Agreement hereby agrees to be bound by the terms of the Non-Disclosure Agreement. The parties to this Agreement shall prepare a mutually agreeable press release announcing the
completion of this transaction on the First Borrowing Date. 

  
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 12.17 USA PATRIOT Act. The Lenders hereby notify Borrower that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), they are required to obtain, verify and record information that identifies Borrower, which information includes the name and
address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the Act. 
 12.18 Maximum Rate of
Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each
case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the
excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate,
the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof,
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between
portions of such Indebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law. 

12.19 Certain Waivers.  
 (a)
Real Property Security Waivers.  
 (i) Each Obligor acknowledges that all or any portion of the Obligations may now or
hereafter be secured by a Lien or Liens upon real property evidenced by certain documents including, without limitation, deeds of trust and assignments of rents. Lenders may, pursuant to the terms of said real property security documents and
applicable law, foreclose under all or any portion of one or more of said Liens by means of judicial or nonjudicial sale or sales. Each Obligor agrees that Lenders may exercise whatever rights and remedies they may have with respect to said real
property security, all without affecting the liability of any Obligor under the Loan Documents, except to the extent Lenders realize payment by such action or proceeding. No election to proceed in one form of action or against any party, or on any
obligation shall constitute a waiver of Lenders’ rights to proceed in any other form of action or against any Obligor or any other Person, or diminish the liability of any Obligor, or affect the right of Lenders to proceed against any Obligor
for any deficiency, except to the extent Lenders realize payment by such action, notwithstanding the effect of such action upon any Obligor’s rights of subrogation, reimbursement or indemnity, if any, against Obligor or any other Person. 

(ii) To the extent permitted under applicable law, each Obligor hereby waives any rights and defenses that are or may become available to such
Obligor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. 

  
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 (iii) To the extent permitted under applicable law, each Obligor hereby waives all rights and
defenses that such Obligor may have because the Obligations are or may be secured by real property. This means, among other things: 
 (A)
Lenders may collect from any Obligor without first foreclosing on any real or personal property collateral pledged by any other Obligor; 

(B) If Lenders foreclose on any real property collateral pledged by any Obligor: 

(1) The amount of the Loans may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price; 
 (2) Lenders may collect from each Obligor even if Lenders, by foreclosing on the real
property collateral, have destroyed any right that such Obligor may have to collect from any other Obligor; and 
 (3) To the extent
permitted under applicable law, this is an unconditional and irrevocable waiver of any rights and defenses each Obligor may have because the Obligations are or may be secured by real property. These rights and defenses include, but are not limited
to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. 
 (iv) To the extent
permitted under applicable law, each Obligor waives all rights and defenses arising out of an election of remedies by Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed such Obligor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. 

(b) Waiver of Marshaling. WITHOUT LIMITING THE FOREGOING IN
ANY WAY, EACH OBLIGOR HEREBY IRREVOCABLY WAIVES AND RELEASES, TO THE
EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS IT MAY HAVE AT
ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW,
CONTRACT OR OTHERWISE) TO REQUIRE THE MARSHALING OF ANY ASSETS OF ANY
OBLIGOR, WHICH RIGHT OF MARSHALING MIGHT OTHERWISE ARISE FROM ANY PAYMENTS
MADE OR OBLIGATIONS PERFORMED. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
EACH OBLIGOR HEREBY WAIVES ANY RIGHTS AND DEFENSES THAT ARE OR MAY
BECOME AVAILABLE TO SUCH OBLIGOR BY REASON OF SECTIONS 2899 AND 3433 OF
THE CALIFORNIA CIVIL CODE. 
 SECTION 13 

GUARANTEE 
 13.01 The Guarantee. The
Subsidiary Guarantors hereby jointly and severally guarantee to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans
and all fees and other amounts from time to time owing to the Lenders by Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Loan 

  
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Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary
Guarantors hereby further jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the
same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration
or otherwise) in accordance with the terms of such extension or renewal. 
 13.02 Authorization; Other Agreements. Upon the occurrence and during the
continuation of an Event of Default, the Lenders are hereby authorized, without notice to or demand upon the Subsidiary Guarantors and without discharging or otherwise affecting the obligations of the Subsidiary Guarantors hereunder and without
incurring any liability hereunder, from time to time, to do each of the following: 
 (a) (i) modify, amend, supplement or otherwise change,
(ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Obligation or any Loan Document; 

(b) apply to the Obligations any sums by whomever paid or however realized to any Obligation in such order as provided in the Loan Documents;

 (c) refund at any time any payment received by any Lender in respect of any Obligation; 

(d) (i) dispose of, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept,
substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Obligation,
(iii) add, release or substitute any one or more other guarantor, maker or endorser of any Obligation or any part thereof and (iv) otherwise deal in any manner with Borrower and any other guarantor, maker or endorser of any Obligation or
any part thereof; and 
 (e) settle, release, compromise, collect or otherwise liquidate the Obligations. 

13.03 Guaranty Absolute and Unconditional. Each Subsidiary Guarantor hereby waives and agrees not to assert any defense, whether arising in connection
with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Section 13 are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of
the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Section 13, in each case except as otherwise agreed in writing by the Majority Lenders): 

(a) the invalidity or unenforceability of any obligation of Borrower or any other guarantor under any Loan Document or any other agreement or
instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any
security for the Obligations or any part thereof; 

  
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 (b) the absence of (i) any attempt to collect any Obligation or any part thereof from
Borrower or any other guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 

(c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any
Collateral; 
 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against
Borrower, any other guarantor or any other Subsidiaries of Borrower or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any
Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any foreclosure, whether or not through judicial sale,
and any other disposition of any Collateral or any election following the occurrence of an Event of Default by any Lender to proceed separately against any Collateral in accordance with such Lender’s rights under any applicable requirement of
law; or 
 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable
discharge of Borrower, any other guarantor or any other Subsidiaries of Borrower, in each case other than the payment in full of the Obligations. 

13.04 Waivers. Each Subsidiary Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or
counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of
acceptance, (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, (d) any other
notice in respect of any Obligation or any part thereof, and any defense arising by reason of any disability or other defense of Borrower or any other guarantor, (e) any obligation of any Lender to mitigate damages and (f) any other
defense available to sureties. Each Subsidiary Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against
Borrower or any other guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Obligor or set off any of its obligations to such other Obligor
against obligations of such Obligor to such Subsidiary Guarantor. No obligation of any Subsidiary Guarantor hereunder shall be discharged other than by complete performance. 

13.05 Reliance. Each Subsidiary Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of Borrower, each other
guarantor and any other guarantor, maker or endorser of any Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Obligation or any part thereof that diligent inquiry would reveal, and each
Subsidiary Guarantor hereby agrees that no Lender shall have any duty to advise such Subsidiary Guarantor of information known to it regarding such condition or any such circumstances. In the event any Lender, in its sole discretion, undertakes at
any time or from time to time to provide any such information to any Subsidiary Guarantor, such Lender shall be 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 76 









 
under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Lender, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to such Subsidiary Guarantor. 

13.06 Reinstatement. The obligations of the Subsidiary Guarantors under this Section 13 shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Lenders on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Lenders in
connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy,
insolvency or similar law. 
 13.07 Subrogation. The Subsidiary Guarantors hereby jointly and severally agree that until the payment and satisfaction
in full of all Guaranteed Obligations and the expiration and termination of the Commitment of the Lenders under this Agreement they shall not exercise any right or remedy arising by reason of any performance by them of their guarantee in
Section 13.01, whether by subrogation or otherwise, against Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. 

13.08 Remedies. The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary Guarantors and the Lenders, the obligations of
Borrower under this Agreement and under the other Loan Documents may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in
Section 11) for purposes of Section 13.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that,
in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Subsidiary Guarantors for
purposes of Section 13.01. 
 13.09 Instrument for the Payment of Money. Each Subsidiary Guarantor hereby acknowledges that the guarantee
in this Section 13 constitutes an instrument for the payment of money, and consents and agrees that the Lenders, at their sole option, in the event of a dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder,
shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213. 
 13.10
Continuing Guarantee. The guarantee in this Section 13 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising. 

13.11 Rights of Contribution. The Subsidiary Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor shall become an Excess
Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 77 









 
Obligations, each other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such
Subsidiary Guarantor’s Pro rata Share (as defined below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of
such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section 13.11 shall be subordinate and subject in right of payment to the prior payment in full of the obligations
of such Subsidiary Guarantor under the other provisions of this Section 13 and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such
obligations. 
 For purposes of this Section 13.11, (i) “Excess Funding Guarantor” means, in
respect of any Guaranteed Obligations, a Subsidiary Guarantor that has paid an amount in excess of its Pro rata Share of such Guaranteed Obligations, (ii) “Excess Payment” means, in respect of any Guaranteed
Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro rata Share of such Guaranteed Obligations and (iii) “Pro Rata Share” means, for any Subsidiary Guarantor, the ratio (expressed as a
percentage) of (x) the amount by which the aggregate present fair saleable value of all properties of such Subsidiary Guarantor (excluding any shares of stock of any other Subsidiary Guarantor) exceeds the amount of all the debts and
liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the obligations of Borrower and the Subsidiary Guarantors hereunder and under the other Loan Documents) of all of the Subsidiary Guarantors, determined (A) with respect to any
Subsidiary Guarantor that is a party hereto on the First Borrowing Date, as of such Borrowing Date, and (B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder. 

13.12 General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate law, or any
state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 13.01 would otherwise, taking into account the provisions of
Section 13.11, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 13.01, then, notwithstanding any other
provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, the Lenders or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable
and not subordinated to the claims of other creditors as determined in such action or proceeding. 
 [Signature Pages Follow] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 78 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 
  

			
	BORROWER:
	
	VIEWRAY INCORPORATED
		
	By	 	 /s/ David Chandler

	Name:	 	David Chandler
	Title:	 	Chief Financial Officer


  

			
	Address for Notices:
	
	ViewRay Incorporated
	2 Thermo Fisher Way
	Oakwood Village, Ohio 44146
	Attn:	 	  David Chandler
	Tel.:	 	  1 440.703.3210
	Fax:	 	  1 800.417.3459
	Email:	 	 ddchandler@viewray.com


 [Signature Page to Term Loan Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	LENDERS:
	
	CAPITAL ROYALTY PARTNERS II L.P.
				
		 	By	  	 CAPITAL ROYALTY PARTNERS II GP L.P.,

its General Partner
	  	
					
		 		  	By	 	 CAPITAL ROYALTY PARTNERS II GP LLC,

its General Partner
	  	
						
		 		  		 	By	 	 /s/ Charles Tate
	  	
		 		  		 	Name:	 	Charles Tate	  	
		 		  		 	Title:	 	Sole Member	  	
		
	 CAPITAL ROYALTY PARTNERS II – PARALLEL

FUND “A” L.P.
	  	
				
		 	By	  	 CAPITAL ROYALTY PARTNERS
 II
– PARALLEL FUND “A” GP L.P.,
 its General Partner
	  	
					
		 		  	By	 	 CAPITAL ROYALTY PARTNERS
 II
– PARALLEL FUND “A” GP LLC,
 its General Partner
	  	
						
		 		  		 	By	 	 /s/ Charles Tate
	  	
		 		  		 	Name:	 	Charles Tate	  	
		 		  		 	Title:	 	Sole Member	  	
		
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.	  	
				
		 	By	  	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner
	  	
					
		 		  	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP LLC, its General Partner
	  	
						
		 		  		 	By	 	 /s/ Charles Tate
	  	
		 		  		 	Name:	 	Charles Tate	  	
		 		  		 	Title:	 	Sole Member	  	
				
		 	Witness:	  	 /s/ Nicole Nesson
	  	
		 	Name:	  	Nicole Nesson	  	


  
 [Signature
Page to Term Loan Agreement] 
 [***] Certain information in this document has been omitted and filed separately with the
Securities and Exchange Commission. 
 Confidential treatment has been requested with respect to the omitted portions. 










													
	PARALLEL INVESTMENT OPPORTUNITIES
	PARTNERS II L.P.
			
		 	By	 	 PARALLEL INVESTMENT

OPPORTUNITIES PARTNERS II GP L.P.,
 its General
Partner

				
		 		 	By	  	PARALLEL INVESTMENT OPPORTUNITIES
		 		 		  	PARTNERS II GP LLC, its General Partner
						
		 		 		  	By	 	 /s/ Charles Tate
	  	
		 		 		  	Name:	 	Charles Tate	  	
		 		 		  	Title:	 	Sole Member	  	

 Address for Notices: 
  

			
	1000 Main Street, Suite 2500
	Houston, TX 77002
	Attn:	  	General Counsel
	Tel.:	  	713.209.7350
	Fax:	  	713.209.7351
	Email:	  	adorenbaum@crglp.com


  
 [Signature
Page to Term Loan Agreement] 
 [***] Certain information in this document has been omitted and filed separately with the
Securities and Exchange Commission. 
 Confidential treatment has been requested with respect to the omitted portions. 









 Schedule 1 

to Term Loan Agreement 

COMMITMENTS 
  

									
	 Lender
	  	Commitment	 	  	Proportionate
Share	 
	 Capital Royalty Partners II L.P.
	  	$	25,000,000	  	  	 	50.00	% 
	 Capital Royalty Partners II – Parallel Fund “A” L.P.
	  	$	13,333,334	  	  	 	26.67	% 
	 Capital Royalty Partners II (Cayman) L.P.
	  	$	8,333,333	  	  	 	16.67	% 
	 Parallel Investment Opportunities Partners II L.P.
	  	$	3,333,333	  	  	 	6.66	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	50,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.05(b) 

to Term Loan Agreement 

CERTAIN INTELLECTUAL PROPERTY 
 Patents: 

(ViewRay Incorporated has full ownership of all patents and applications listed in the chart below except entries with docket numbers that begin with 501,
which are owned by the University of Florida Research Foundation and exclusively licensed to ViewRay Incorporated in the field of healthcare, and the entries with docket numbers that begin with CW, which are jointly owned by ViewRay Incorporated and
Case Western Reserve University) 
  

													
	 Docket
	  	 Country
	  	 Type
	  	 Status
	  	 App No. /

Patent No.
	  	 Filed /

Issued
	  	 Title

	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]
	  	 [***]



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Trademarks: 
 (All
applications and registrations owned by ViewRay Incorporated) 
  

											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration

No.
	  	 Filing Date/

Registration

Date

	 US
	  	MRIdian	  	10	  	Allowed	  	86/258274	  	Apr. 21, 2014
						
	 Australia
	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	 China
	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	 European Community
	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	 Int’l Registration – Madrid
	  	MRIdian	  	10	  	Registered	  	A0045798 1237522	  	 Oct. 19, 2014
  

Oct. 19, 2014

						
	 Japan
	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	 Mexico
	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	 Australia
	  	VIEWRAY	  	9, 10, 44	  	Registered	  	A0040816	  	 Feb. 12, 2014



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration

No.
	  	 Filing Date/

Registration

Date

		  		  		  		  	1215715	  	Feb. 12, 2014
						
	 Canada
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	1663817	  	Feb. 13, 2014
						
	 China
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	 European Community
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	 Hong Kong
	  	VIEWRAY	  	9, 10, 44	  	Registered	  	302922057	  	 Mar. 12, 2014
  

Jan. 23, 2015

						
	 Int’l Registration – Madrid
	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	 Japan
	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	 Republic of Korea
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	 Macau
	  	VIEWRAY	  	9	  	Published	  	N/90118	  	 Aug. 29, 2014
  

Nov. 19, 2014

						
	 Macau
	  	VIEWRAY	  	10	  	Published	  	N/90119	  	 Aug. 29,2014
  

Nov. 19, 2014

						
	 Macau
	  	VIEWRAY	  	44	  	Published	  	N/90120	  	 Aug. 29, 2014
  

Nov. 19, 2014

						
	 Mexico
	  	VIEWRAY	  	9,10,44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	 Russia
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	 Singapore
	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	 Taiwan
	  	VIEWRAY	  	9, 10, 44	  	Pending	  	103008127	  	Feb. 14, 2014
						
	 United Arab Emirates
	  	VIEWRAY	  	10	  	Allowed	  	189405	  	Apr. 1, 2013
						
	 US
	  	VIEWRAY	  	44	  	Published	  	86/041992	  	 Aug. 19, 2013
  

Mar. 11, 2014

						
	 US
	  	VIEWRAY	  	9,10	  	Registered	  	86975678	  	Aug. 19, 2013


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration

No.
	  	 Filing Date/

Registration

Date

		  		  		  		  	4682953	  	Feb. 3, 2015
						
	 Australia
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	A0040852	  	 Feb. 14, 2014
  

Feb. 14, 2015

						
	 Canada
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	1663818	  	Feb. 13, 2014
						
	 China
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 European Community
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 Hong Kong
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	302922101	  	 Mar. 12, 2014
  

Jan. 23, 2015

						
	 Int’l Registration – Madrid
	  	VIEWRAY & DESIGN	  	9, 10,44	  	Registered	  	 A0040852
  

1213096
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	 Japan
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	 A0040852
  

1213096
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	 Korea
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 Macau
	  	VIEWRAY & DESIGN	  	9	  	Published	  	N/89338	  	Aug. 12, 2014
						
	 Macau
	  	VIEWRAY & DESIGN	  	10	  	Published	  	N/89339	  	Aug. 12, 2014
						
	 Macau
	  	VIEWRAY & DESIGN	  	44	  	Published	  	N/89340	  	Aug. 12, 2014
						
	 Mexico
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 Russia
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 Singapore
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	 Taiwan
	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	103008367	  	Feb. 17, 2014
						
	 US
	  	VIEWRAY & DESIGN	  	44	  	Allowed	  	86/042168	  	Aug. 19, 2013
						
	 US
	  	VIEWRAY & DESIGN	  	9, 10	  	Registered	  	86/975676 4718232	  	 Aug. 19, 2013
  

Apr. 7, 2015

						
	 United Arab Emirates
	  	VIEWRAY & DESIGN	  	10	  	Published	  	206369	  	Feb. 18, 2014
						
	 United Arab Emirates
	  	VIEWRAY & DESIGN	  	44	  	Published	  	206370	  	Feb. 18, 2014
						
	 United Arab Emirates
	  	VIEWRAY & DESIGN	  	9	  	Published	  	206367	  	Feb. 18, 2014


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration

No.
	  	 Filing Date/

Registration

Date

	 Australia
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	 Canada
	  	VISIBLY DIFFERENT	  	9, 10,44	  	Pending	  	1663819	  	Feb. 13, 2014
						
	 China
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	 European Community
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	 Int’l Registration – Madrid
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	 Japan
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	 Mexico
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	 Russia
	  	VISIBLY DIFFERENT	  	9,10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	 Singapore
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	 Taiwan
	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Allowed	  	103008366	  	Feb. 17, 2014
						
	 US
	  	VISIBLY DIFFERENT	  	44	  	Allowed	  	86/042072	  	Aug. 19, 2013
						
	 US
	  	VISIBLY DIFFERENT	  	9,10	  	Registered	  	86/975677 4682952	  	 Aug. 19, 2013
  

Feb. 3, 2015

						
	 United Arab Emirates
	  	VISIBLY DIFFERENT	  	9	  	Published	  	206364	  	Feb. 18, 2014
						
	 United Arab Emirates
	  	VISIBLY DIFFERENT	  	10	  	Published	  	206365	  	Feb. 18, 2014
						
	 United Arab Emirates
	  	VISIBLY DIFFERENT	  	44	  	Published	  	206366	  	Feb. 18, 2014

 Copyrights: 
 Borrower has not
applied for any copyright registrations. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.05(c) 

to Term Loan Agreement 

MATERIAL INTELLECTUAL PROPERTY 
 Patents: 

(ViewRay Incorporated has full ownership of all patents and applications listed in the chart below except entries with docket numbers that begin with 501,
which are owned by the University of Florida Research Foundation and exclusively licensed to ViewRay Incorporated in the field of healthcare, and the entries with docket numbers that begin with CW, which are jointly owned by ViewRay Incorporated and
Case Western Reserve University) 
  

													
	 Docket
	  	 Country
	  	 Type
	  	 Status
	  	 App No. /

Patent No.
	  	 Filed /

Issued
	  	 Title

	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Trademarks: 
 (All
applications and registrations owned by ViewRay Incorporated) 
  

											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration No.
	  	 Filing Date/

Registration Date

	US	  	MRIdian	  	10	  	Allowed	  	86/258274	  	Apr. 21, 2014
						
	Australia	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	China	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	European Community	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	Int’l Registration – Madrid	  	MRIdian	  	10	  	Registered	  	A0045798 1237522	  	 Oct. 19, 2014
  

Oct. 19, 2014

						
	Japan	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	Mexico	  	MRIdian	  	10	  	Pending	  	A0045798	  	Oct. 19, 2014
						
	Australia	  	VIEWRAY	  	9, 10, 44	  	Registered	  	A0040816	  	Feb. 12, 2014


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration
 No.
	  	 Filing Date/

Registration
 Date

		  		  		  		  	1215715	  	Feb. 12, 2014
						
	Canada	  	VIEWRAY	  	9, 10, 44	  	Pending	  	1663817	  	Feb. 13, 2014
						
	China	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	European Community	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	Hong Kong	  	VIEWRAY	  	9, 10, 44	  	Registered	  	302922057	  	 Mar. 12, 2014
  

Jan. 23, 2015

						
	Int’l Registration – Madrid	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	Japan	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	Republic of Korea	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	Macau	  	VIEWRAY	  	9	  	Published	  	N/90118	  	 Aug.29, 2014
  

Nov. 19, 2014

						
	Macau	  	VIEWRAY	  	10	  	Published	  	N/90119	  	 Aug. 29,2014
  

Nov. 19, 2014

						
	Macau	  	VIEWRAY	  	44	  	Published	  	N/90120	  	 Aug. 29, 2014
  

Nov. 19, 2014

						
	Mexico	  	VIEWRAY	  	9,10,44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	Russia	  	VIEWRAY	  	9, 10, 44	  	Pending	  	A0040816	  	Feb. 12, 2014
						
	Singapore	  	VIEWRAY	  	9, 10, 44	  	Registered	  	 A0040816
  

1215715
	  	 Feb. 12, 2014
  

Feb. 12, 2014

						
	Taiwan	  	VIEWRAY	  	9, 10, 44	  	Pending	  	103008127	  	Feb. 14, 2014
						
	United Arab Emirates	  	VIEWRAY	  	10	  	Allowed	  	189405	  	Apr. 1, 2013
						
	US	  	VIEWRAY	  	44	  	Published	  	86/041992	  	 Aug. 19, 2013
  

Mar. 11, 2014

						
	US	  	VIEWRAY	  	9,10	  	Registered	  	86975678	  	Aug. 19, 2013


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration
 No.
	  	 Filing Date/

Registration
 Date

		  		  		  		  	4682953	  	Feb. 3, 2015
						
	Australia	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	A0040852	  	 Feb. 14, 2014
  

Feb. 14, 2015

						
	Canada	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	1663818	  	Feb. 13, 2014
						
	China	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	European Community	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	Hong Kong	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	302922101	  	 Mar. 12, 2014
  

Jan. 23, 2015

						
	Int’l Registration – Madrid	  	VIEWRAY & DESIGN	  	9, 10,44	  	Registered	  	 A0040852
  

1213096
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	Japan	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Registered	  	 A0040852
  

1213096
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	Korea	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	Macau	  	VIEWRAY & DESIGN	  	9	  	Published	  	N/89338	  	Aug. 12, 2014
						
	Macau	  	VIEWRAY & DESIGN	  	10	  	Published	  	N/89339	  	Aug. 12, 2014
						
	Macau	  	VIEWRAY & DESIGN	  	44	  	Published	  	N/89340	  	Aug. 12, 2014
						
	Mexico	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	Russia	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	Singapore	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	A0040852	  	Feb. 14, 2014
						
	Taiwan	  	VIEWRAY & DESIGN	  	9, 10, 44	  	Pending	  	103008367	  	Feb. 17, 2014
						
	US	  	VIEWRAY & DESIGN	  	44	  	Allowed	  	86/042168	  	Aug. 19, 2013
						
	US	  	VIEWRAY & DESIGN	  	9, 10	  	Registered	  	 86/975676

4718232
	  	 Aug. 19, 2013
  

Apr. 7, 2015

						
	United Arab Emirates	  	VIEWRAY & DESIGN	  	10	  	Published	  	206369	  	Feb. 18, 2014
						
	United Arab Emirates	  	VIEWRAY & DESIGN	  	44	  	Published	  	206370	  	Feb. 18, 2014
						
	United Arab Emirates	  	VIEWRAY & DESIGN	  	9	  	Published	  	206367	  	Feb. 18, 2014


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 Country
	  	 Trademark
	  	 Classes
	  	 Status
	  	 Serial No./

Registration
 No.
	  	 Filing Date/

Registration
 Date

	Australia	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	Canada	  	VISIBLY DIFFERENT	  	9, 10,44	  	Pending	  	1663819	  	Feb. 13, 2014
						
	China	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	European Community	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	Int’l Registration – Madrid	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	Japan	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Registered	  	 A0040837
  

1215717
	  	 Feb. 14, 2014
  

Feb. 14, 2014

						
	Mexico	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	Russia	  	VISIBLY DIFFERENT	  	9,10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	Singapore	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Pending	  	A0040837	  	Feb. 14, 2014
						
	Taiwan	  	VISIBLY DIFFERENT	  	9, 10, 44	  	Allowed	  	103008366	  	Feb. 17, 2014
						
	US	  	VISIBLY DIFFERENT	  	44	  	Allowed	  	86/042072	  	Aug. 19, 2013
						
	US	  	VISIBLY DIFFERENT	  	9,10	  	Registered	  	 86/975677

4682952
	  	 Aug. 19, 2013
  

Feb. 3, 2015

						
	United Arab Emirates	  	VISIBLY DIFFERENT	  	9	  	Published	  	206364	  	Feb. 18, 2014
						
	United Arab Emirates	  	VISIBLY DIFFERENT	  	10	  	Published	  	206365	  	Feb. 18, 2014
						
	United Arab Emirates	  	VISIBLY DIFFERENT	  	44	  	Published	  	206366	  	Feb. 18, 2014


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.06 

to Term Loan Agreement 

CERTAIN LITIGATION 
 None. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.08 

to Term Loan Agreement 

TAXES 
 The Company has no outstanding taxes due
as of May 15, 2015 except for the following: 
  

	 	•	 	The Company currently owes $144,352 to the United States Treasury related to Medical Device Excise Tax, and 

  

	 	•	 	The Company owes $31,356 to California Board of Equalization related to Sales Tax penalties, for which we will be requesting a waiver. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.12 

to Term Loan Agreement 

INFORMATION REGARDING SUBSIDIARIES 
  

													
	 Subsidiary
	 	Jurisdiction of
Organization	 	 	Direct Equity
Holder	 	 	Percentage of
Subsidiary held
by Direct
Equity Holder	 
	N/A	 				 				 			
		 				 				 			
		 				 				 			


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.13(a) 

to Term Loan Agreement 

EXISTING INDEBTEDNESS OF BORROWER AND ITS SUBSIDIARIES 

Part I 
 The following are the Company’s existing
indebtedness as of May 15, 2015: 
  

	 	•	 	Loan Agreement, between the Company, as Borrower, and County of Cuyahoga, Ohio, as Lender, dated December 15, 2008, for an $800,000 Loan, of which $240,000 in principal amount is currently outstanding, for
Renovation of the premises at 2 Thermo Fisher Way, Village of Oakwood, Cuyahoga County, Ohio 44146. 

  

	 	•	 	The Company has $8,140,000 in deposits received from customers related to purchase agreements of MRIdian system. 

  

	 	•	 	Irrevocable Standby Letter of Credit No. SCL015925, between the Company, as applicant, and the Ohio Department of Health, as Beneficiary, dated February 8, 2010, for $102,545. The Company has restricted cash
deposits to cover this obligation. 

  

	 	•	 	Irrevocable Standby Letter of Credit No. 18121999-00-000, between the Company, as Applicant, and BXP Research Park LP, as Beneficiary, dated July 21, 2014, for $450,137.52. The Company has restricted cash
deposits to cover this obligation. 

 Part II 

N/A 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.13(b) 

to Term Loan Agreement 

LIENS GRANTED BY THE OBLIGORS 
 Part I

 Liens securing Indebtedness from Schedule 7.13(a). 

Part II 
 N/A 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.14 

to Term Loan Agreement 

MATERIAL AGREEMENTS OF OBLIGORS 
  

	(1)	Standard Exclusive License Agreement with Sublicensing Terms, dated December 15, 2004, between the Company and the University of Florida Research Foundation, Inc., as amended by Amendment No. 1 dated
December 6, 2007. 

  

	(2)	Development and Supply Agreement, dated June 17, 2008, between the Company and Siemens Aktiengesellschaft, Healthcare Sector as amended by Amendment No. 1, dated December 1, 2009, Amendment No. 2,
dated May 4, 2010, Amendment No. 3, dated February 2, 2011, Contract Amendment No. 4 dated May 1, 2012, Contract Amendment No. 5, dated May 30, 2012 and Contract Amendment No. 6, dated February 21, 2014.


  

	(3)	Amended and Restated Joint Development and Supply Agreement, dated May 15, 2008, between the Company and 3DLine GmbH, as amended by Amendment No. 1, dated August 13, 2008 between the Company and
Euromechanics Medical GmbH (successor by merger to 3DLine GmbH), and Amendment No. 2, dated November 27, 2009 between the Company and Euromechanics Medical GmbH with outstanding purchase orders in the aggregate of $1.0 million.


  

	(4)	Development and Supply Agreement, dated July 9, 2009, between Company and Tesla Engineering Limited, as amended by Amendment to Development and Supply Agreement dated as of January 20, 2015 with outstanding
purchase orders in the aggregate of $804,000. 

  

	(5)	Development and Supply Agreement, dated as of June 24, 2009, between the Company and Manufacturing Science Corporation with outstanding purchase orders in the aggregate of $300,000. 


 

	(6)	Development and Supply Agreement entered into as of June 1, 2010, between the Company and Quality Electrodynamics, LLC. 

  

	(7)	Cobalt-60 Source Supply and Removal Agreement, dated December 19, 2013, between the Company and Best Theratronics, Ltd. with outstanding purchase orders in the aggregate of $1.1 million. 


 

	(8)	Manufacturing and Supply Agreement, dated September 18, 2013, between the Company and Japan Superconducting Technology, Inc. for the manufacture of superconducting magnets based upon the design used with Agilent
with outstanding purchase orders in the aggregate amount of $4.5 million. 

  

	(9)	Development and Supply Agreement dated July 2, 2010, between the Company and PEKO Precision Products, Inc. with outstanding purchase orders in the aggregate amount of $3.0 million. 


 

	(10)	Custom Products Agreement, dated as of April 6, 2012, between the Company and the OEM Computing Solutions Group of Arrow Electronics, Inc., with outstanding purchase orders of $521,000. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










	(11)	Master Clinical Research Agreement dated April 1, 2012, between the Company and The Washington University. 

  

	(12)	Loan Agreement, dated December 15, 2008, between the Company and the County of Cuyahoga, Ohio, under which $240,000 in principal amount is currently outstanding, including the following exhibits: 


 

	 	(a)	Security Agreement, dated December 15, 2008, between the Company and the County of Cuyahoga, Ohio, 

  

	 	(b)	Note in the amount of $800,000, dated December 15, 2008, between the Company and the County of Cuyahoga, Ohio, and 

  

	 	(c)	Amendment and Ratification Agreement, dated December 15, 2008, between the Company and the County of Cuyahoga, Ohio. 

  

	(13)	Lease, dated April 17, 2008, between the Company and Cleveland Industrial Portfolio, LLC (for Broad Oak Building III, 2 Thermo Fisher Way, Oakwood, OH), as amended by that certain First Amendment to Lease, dated
April 16, 2013 and Second Amendment to Lease dated August 15, 2014.1 

  

	(14)	Lease, dated June 19, 2014, between the Company and BXP Research Park LP (for the Company’s office located at 815 E. Middlefield Road, Mountain View, California). 


 

	(15)	Manufacturing and Supply Agreement, dated as of July 28, 2014, between the Company and Aerojet Ordinance Tennessee. 

  

	(16)	Employment Agreement between the Company and Chris A. Raanes, dated as of January 18, 2013. 

  

	(17)	That certain offer letter between the Company and David Chandler, dated as of October 13, 2010. 

  

	(18)	That certain offer letter between the Company and James Dempsey, dated as of January 8, 2008. 

  

	(19)	That certain offer letter between the Company and Doug Keare, dated as of April 30, 2015. 

  

 

	1 	This lease was assigned by Cleveland Industrial Portfolio, LLC to Great Lakes Industrial Portfolio AB Biynah, LLC as of May 19, 2014. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.15 

to Term Loan Agreement 

RESTRICTIVE AGREEMENTS 
  

	(1)	Standard Exclusive License Agreement with Sublicensing Terms, dated December 15, 2004, between the Company and the University of Florida Research Foundation, Inc., as amended by Amendment No. 1 dated
December 6, 2007. 

  

	(2)	Lease, dated June 19, 2014, between the Company and BXP Research Park LP (for the Company’s office located at 815 E. Middlefield Road, Mountain View, California). 


 

	(3)	Cobalt-60 Source Supply and Removal Agreement, dated December 19, 2013, between the Company and Best Theratronics, Ltd. with outstanding purchase orders in the aggregate of $1.1 million. 


 

	(4)	Loan Agreement, dated December 15, 2008, between the Company and the County of Cuyahoga, Ohio. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.16 

to Term Loan Agreement 
 REAL
PROPERTY OWNED OR LEASED BY BORROWER OR ANY SUBSIDIARY 
 815 E. Middlefield Road, Mountain View, California 94043 (leased). 

2 Thermo Fisher Way, Oakwood, Ohio 44146 (leased). 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 7.17 

to Term Loan Agreement 

PENSION MATTERS 
 ViewRay Incorporated benefits
are offered through Trinet HR Corporation, which include: Health; Medical, Dental & Vision; Life/Disability: Life and AD&D, Supplemental AD&D, Short Term Disability, Long Term Disability; Flexible Spending: FSA Health & FSA
Daycare. The Company also has a 401 (k) plan, which does not include company contributions. 
 ViewRay Incorporated provides commission through its
2010 Sales Compensation Plan for Vice Presidents of Sales, Regional Sales Directors, District Managers and Sales Specialists. From time to time the Company may restructure the Sales Compensation Plan to meet the Company’s sales objectives. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 9.05 

to Term Loan Agreement 

EXISTING INVESTMENTS 
 None. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 9.10 

to Term Loan Agreement 

TRANSACTIONS WITH AFFILIATES 
 None. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Schedule 9.14 

to Term Loan Agreement 

PERMITTED SALES AND LEASEBACKS 
 None. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Exhibit A 

to Term Loan Agreement 
 FORM
OF GUARANTEE ASSUMPTION AGREEMENT 
 GUARANTEE ASSUMPTION AGREEMENT dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a
                    [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), in favor of Capital
Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P. and Parallel Investment Opportunities Partners II L.P., as Lenders (together with their successors and
assigns, the “Lenders”) under that certain Term Loan Agreement, dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the “Loan
Agreement”), among VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), the lenders party thereto and the Subsidiary Guarantors party thereto. 

Pursuant to Section 8.12(a) of the Loan Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary
Guarantor” for all purposes of the Loan Agreement, and a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary
Guarantors, guarantees to the Lenders and their successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 13.01 of the Loan
Agreement) in the same manner and to the same extent as is provided in Section 13 of the Loan Agreement. In addition, as of the date hereof, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in
Sections 7.01, 7.02, 7.03, 7.05(a), 7.06, 7.07, 7.08 and 7.18 of the Loan Agreement, and in Section 2 of the Security Agreement, with respect to itself and its obligations under
this Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Agreement, such representations and warranties to be made as of the date hereof. 

The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 8.12(a) of the
Loan Agreement to the Lenders. 
 IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Guarantee Assumption Agreement to
be duly executed and delivered as of the day and year first above written. 
  

			
	[ADDITIONAL SUBSIDIARY GUARANTOR]
		
	By	 	  

	Name:	 	
	Title:	 	



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit A-1 









 Exhibit B 

to Term Loan Agreement 
 FORM
OF NOTICE OF BORROWING 
 Date : [                    ]

  

	To:	Capital Royalty Partners II L.P. and the other Lenders 

 1000 Main Street, Suite 2500 

Houston, TX 77002 
 Attn: General
Counsel 
  

	 	Re:	Borrowing under Term Loan Agreement 

 Ladies and Gentlemen: 

The undersigned, VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), refers to the Term Loan Agreement, dated
as of June 26, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Borrower, Capital Royalty Partners II L.P. and other parties from time to time
party thereto as lenders (“Lenders”), and the subsidiary guarantors from time to time party thereto. The terms defined in the Loan Agreement are herein used as therein defined. 

Borrower hereby gives you notice irrevocably, pursuant to Section 2.02 of the Loan Agreement, of the borrowing of the Loan
specified herein: 
 1. The proposed Borrowing Date is
[                    ]. 
 2. The amount
of the proposed Borrowing is $[        ]. 
 3. The payment instructions with respect to the funds
to be made available to Borrower are as follows: 
 Bank name:
[                                ] 

Bank Address:
[                                ] 

Routing Number:
[                                ] 

Account Number:
[                                ] 

Swift Code:
[                                ] 

Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed borrowing of
the Loan, before and after giving effect thereto and to the application of the proceeds therefrom: 
 a) the representations and warranties
made by Borrower in Section 7 of the Loan Agreement are true in all material respects on and as of the Borrowing Date and immediately after giving effect to the application of the proceeds of the Borrowing with the same force and effect
as if made on and as of such date except that the representation regarding representations 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit B-1 









 
and warranties that refer to a specific earlier date shall be that they were true in all material respects on such earlier date; 

b) on and as of the Borrowing Date, there has occurred no Material Adverse Change since
[                    ]; and 
 c) no
Default exists or would result from such proposed borrowing. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit B-2 









 IN WITNESS WHEREOF, Borrower has caused this Notice of Borrowing to be duly executed and
delivered as of the day and year first above written. 
  

			
	BORROWER:
	
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit B-3 









 Exhibit C-1 

to Term Loan Agreement 
 FORM
OF TERM LOAN NOTE 
  

							
	U.S. $[        ]	  		  	[DATE]	  	

 FOR VALUE RECEIVED, the undersigned, VIEWRAY INCORPORATED, a Delaware corporation
(“Borrower”), hereby promises to pay to [Capital Royalty Partners II L.P.] [Capital Royalty Partners II – Parallel Fund “A” L.P.] [Capital Royalty Partners II (Cayman) L.P.] [Parallel Investment Opportunities
Partners II L.P.] or its assigns (the “Lender”) at the Lender’s principal office in 1000 Main Street, Suite 2500, Houston, TX 77002, in immediately available funds, the aggregate principal sum set forth above, or, if
less, the aggregate unpaid principal amount of all Loans made by the Lender pursuant to Section 2.01 of the Term Loan Agreement, dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified, renewed,
refinanced or replaced, the “Loan Agreement”), among Borrower, the Lender, the other lenders party thereto and the Subsidiary Guarantors party thereto, on the date or dates specified in the Loan Agreement, together with
interest on the principal amount of such Loans from time to time outstanding thereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. 

This Note is a Note issued pursuant to the terms of Section 2.04 of the Loan Agreement, and this Note and the holder hereof are
entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have
the same meaning as in the Loan Agreement. 
 THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY. 
 FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES
AND REGULATIONS THEREUNDER, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; PLEASE CONTACT [NAME OF CFO OR TAX DIRECTOR OF ISSUER], [TITLE], [ADDRESS], TELEPHONE: [TEL #] TO OBTAIN INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY. 
 Borrower hereby waives demand, presentment, protest or notice of any kind hereunder,
other than notices provided for in the Loan Documents. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in such particular or any subsequent instance. 

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit C-1-1 









 
THE TERMS OF THE LOAN AGREEMENT. 
  

			
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit C-1-2 









 Exhibit C-2 

to Term Loan Agreement 
 FORM
OF PIK LOAN NOTE 
  

							
	U.S. $[            ]	 		  	[DATE]	  	

 FOR VALUE RECEIVED, the undersigned, VIEWRAY INCORPORATED (“Borrower”), hereby
promises to pay to [Capital Royalty Partners II L.P.] [Capital Royalty Partners II – Parallel Fund “A” L.P.] [Capital Royalty Partners II (Cayman) L.P.] [Parallel Investment Opportunities Partners II L.P.] or its assigns (the
“Lender”) at the Lender’s principal office in 1000 Main Street, Suite 2500, Houston, TX 77002, in immediately available funds, the aggregate principal sum set forth above, or, if greater or less, the aggregate unpaid
principal amount of all PIK Loans made by the Lender pursuant to Section 3.02(d) of the Term Loan Agreement, dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified, renewed, refinanced or replaced, the
“Loan Agreement”), among Borrower, the Lender, the other lenders party thereto and the Subsidiary Guarantors party thereto, on the date or dates specified in the Loan Agreement, together with interest on the principal amount
of such PIK Loans from time to time outstanding thereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. 

This Note is a Note issued pursuant to the terms of Section 3.02(d) of the Loan Agreement, and this Note and the holder hereof are
entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have
the same meaning as in the Loan Agreement. 
 The Lender may supplement this Note by attaching to this Note a schedule (the “Note
Schedule”) to evidence additional PIK Loans made by the Lender to Borrower following the date first above written. The Lender may endorse thereon the date such additional PIK Loan is made and the principal amount of such additional PIK
Loan when made. Such Note Schedule shall form part of this Note and all references to this Note shall mean this Note, as supplemented by such Note Schedule. 

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY. 

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, THIS
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; PLEASE CONTACT [NAME OF CFO OR TAX DIRECTOR OF ISSUER], [TITLE], [ADDRESS], TELEPHONE: [TEL #] TO OBTAIN INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit C-2-1 









 
MATURITY. 
 Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder, other than notices provided for in the Loan Documents. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in such particular or any subsequent instance.

 THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE LOAN AGREEMENT. 

 

			
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit C-2-2 









 PIK NOTE SCHEDULE 

This Note Schedule supplements that certain Note issued by Borrower to [Capital Royalty Partners II L.P.] [Capital Royalty Partners II – Parallel Fund
“A” L.P.] [Capital Royalty Partners II (Cayman) L.P.] [Parallel Investment Opportunities Partners II L.P.] or its assigns on [DATE]. 
  

									
	 Date of additional PIK Loan
	 	Amount of additional PIK
Loan made	 	 	Notation made by2	 
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			
		 				 			

  
  

	2 	Insert name of party making notation (e.g. Borrower or Lender). 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit C-2-3 









 Exhibit D 

to Term Loan Agreement 
 FORM
OF U.S. TAX COMPLIANCE CERTIFICATE 
 Reference is made to the Term Loan Agreement, dated as of June 26, 2015 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among VIEWRAY INCORPORATED, a Delaware corporation (“Borrower”), Capital Royalty Partners II L.P.,
Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., Parallel Investment Opportunities Partners II L.P. and other parties from time to time party thereto as lenders
(“Lenders”), and the subsidiary guarantors from time to time party thereto. [                    ] (the “Foreign
Lender”) is providing this certificate pursuant to Section 5.03(e)(ii)(B) of the Loan Agreement. The Foreign Lender hereby represents and warrants that: 

1. The Foreign Lender is the sole record owner of the Loans as well as any obligations evidenced by any Note(s) in respect of which it is
providing this certificate; 
 2. The Foreign Lender’s direct or indirect partners/members are the sole beneficial owners of the Loans
as well as any obligations evidenced by any Note(s) in respect of which it is providing this certificate; 
 3. Neither the Foreign Lender
nor its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In this regard, the Foreign Lender further represents
and warrants that: 
 (a) neither the Foreign Lender nor its direct or indirect partners/members is subject to regulatory or other legal
requirements as a bank in any jurisdiction; and 
 (b) neither the Foreign Lender nor its direct or indirect partners/members has been
treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal
requirements; 
 3. Neither the Foreign Lender nor its direct or indirect partners/members is a 10-percent shareholder of Borrower within
the meaning of Section 881(c)(3)(B) of the Code; and 
 4. Neither the Foreign Lender nor its direct or indirect partners/members is a
controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. 

[Signature follows] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit D-1 









 IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered
as of the date indicated below. 
 [NAME OF NON-U.S. LENDER] 
  

			
	By	 	  

	Name:	 	
	Title:	 	
	
	Date:                    


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit D-2 









 Exhibit E 

to Term Loan Agreement 
 FORM
OF COMPLIANCE CERTIFICATE 
 [DATE] 

This certificate is delivered pursuant to Section 8.01(d) of, and in connection with the consummation of the transactions
contemplated in, the Term Loan Agreement, dated as of June 26, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among VIEWRAY INCORPORATED, a
Delaware corporation (“Borrower”), Capital Royalty Partners II L.P., Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., Parallel Investment Opportunities
Partners II L.P. and other parties from time to time party thereto as lenders (“Lenders”), and the subsidiary guarantors from time to time party thereto. Capitalized terms used herein and not otherwise defined herein are
used herein as defined in the Loan Agreement. 
 The undersigned, a duly authorized Responsible Officer of Borrower having the name and
title set forth below under his signature, hereby certifies, on behalf of Borrower for the benefit of the Secured Parties and pursuant to Section 8.01(d) of the Loan Agreement that such Responsible Officer of Borrower is familiar with
the Loan Agreement and that, in accordance with each of the following sections of the Loan Agreement, each of the following is true on the date hereof, both before and after giving effect to any Loan to be made on or before the date hereof: 

In accordance with Section 8.01[(a)/(b)] of the Loan Agreement, attached hereto as Annex A are the financial
statements for the [fiscal quarter/fiscal year] ended [                    ] required to be delivered pursuant to
Section 8.01[(a)/(b)] of the Loan Agreement. Such financial statements fairly present in all material respects the consolidated financial position, results of operations and cash flow of Borrower and its Subsidiaries as at the
dates indicated therein and for the periods indicated therein in accordance with GAAP [(subject to the absence of footnote disclosure and normal year-end audit adjustments)]3 [without
qualification as to the scope of the audit or as to going concern and without any other similar qualification together with the certificate from Borrower’s independent auditors with respect to such financial statements required to be delivered
pursuant to Section 8.01(c) of the Loan Agreement. The examination by such auditors in connection with such financial statements has been made in accordance with the standards of the United States’ Public Company accounting
Oversight Board (or any successor entity).]4 
 Attached hereto as Annex B are
the calculations used to determine compliance with each financial covenant contained in Section 10 of the Loan Agreement. 
 No
Default or Event of Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which Borrower proposes to take the actions set forth on Annex C]. 

 
  

	3 	Insert language in brackets only for quarterly certifications. 


	4 	Insert language in brackets only for annual certifications. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit E-1 









 IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written
above. 
  

			
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit E-2 









 Annex A to Compliance Certificate 

FINANCIAL STATEMENTS 
 [see
attached] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit E-3 









 Annex B to Compliance Certificate 

CALCULATIONS OF FINANCIAL COVENANT COMPLIANCE 
  

					
	I.	  	Section 10.01: Minimum Liquidity	  	
			
	    A.	  	Amount of unencumbered cash and Permitted Cash Equivalent Investments (which for greater certainty shall not include any undrawn credit lines), in each case, to the extent held in an account over which the Lenders have a first
priority perfected security interest:	  	$            
			
	    B.	  	The greater of:	  	$            
			
		  	 (1)    (A) $2,000,000 if a Qualifying IPO has not occurred, or
(B) $5,000,000 if a Qualifying IPO has occurred, and
	  	
			
		  	 (2)    to the extent Borrower has incurred Permitted Priority Debt, the
minimum cash balance required of Borrower by Borrower’s Permitted Priority Debt creditors
	  	
			
		  	Is Line IA equal to or greater than Line IB?:	  	 Yes: In compliance;

No: Not in compliance

			
	II.	  	Section 10.02(a)-(e): Minimum Revenue—Subsequent Periods	  	
			
	    A.	  	Revenues during the twenty-four month period beginning on January 1, 2015	  	$            
			
		  	[Is line II.A equal to or greater than $45,000,000?	  	 Yes: In compliance;

No: Not in compliance]5

			
	    B.	  	Revenues during the twenty-four month period beginning on January 1, 2016	  	$            
			
		  	[Is line II.B equal to or greater than $80,000,000?	  	 Yes: In compliance;

No: Not in compliance]6

			
	    C.	  	Revenues during the twenty-four month period beginning on January 1, 2017	  	$            
			
		  	[Is line II.C equal to or greater than $110,000,000?	  	 Yes: In compliance;

No: Not in compliance]7


  

	5 	Include bracketed entry only on the Compliance Certificate to be delivered within 90 days of the end of 2016 pursuant to Section 8.01(b) of the Loan Agreement. 


	6 	Include bracketed entry only on the Compliance Certificate to be delivered within 90 days of the end of 2017 pursuant to Section 8.01(b) of the Loan Agreement. 


	7 	Include bracketed entry only on the Compliance Certificate to be delivered within 90 days of the end of 2018 pursuant to Section 8.01(b) of the Loan Agreement. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit E-4 










					
	    D.	  	Revenues during the twenty-four month period beginning on January 1, 2018	  	$            
			
		  	[Is line II.D equal to or greater than $120,000,000?	  	 Yes: In compliance;
 No: Not in
compliance]8

			
	    E.	  	Revenues during the twenty-four month period beginning on January 1, 2019	  	
			
		  	[Is line II.E equal to or greater than $120,000,000?	  	 Yes: In compliance;
 No: Not in
compliance]9


  
  

	8 	Include bracketed entry only on the Compliance Certificate to be delivered within 90 days of the end of 2019 pursuant to Section 8.01(b) of the Loan Agreement. 


	9 	Include bracketed entry only on the Compliance Certificate to be delivered within 90 days of the end of 2020 pursuant to Section 8.01(b) of the Loan Agreement. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit E-5 









 Exhibit F 

to Term Loan Agreement 
 [Reserved] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit F-1 









 Exhibit G 

to Term Loan Agreement 
 FORM
OF LANDLORD CONSENT 
 This LANDLORD CONSENT (the “Consent”) is made and entered into as of [INSERT DATE] by and
among CAPITAL ROYALTY PARTNERS II L.P. (“CRPII”), CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P. (“CRPPFA”), CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.
(“CAYMAN”), Parallel Investment Opportunities Partners II L.P. (“PIOP”, and together with CRPII, CRPPFA, CAYMAN, and their successors and assigns, the “Lenders”), VIEWRAY
INCORPORATED, a Delaware corporation (“Debtor”), and [INSERT NAME OF LANDLORD], a [Delaware] [limited liability company] (“Landlord”). 

WHEREAS, Debtor has entered into a term loan agreement and a security agreement (collectively, the “Agreements”), each
dated as of June 26, 2015, with CRPII, CRPPFA, CAYMAN and PIOP, each in its capacity as a lender (together with the other lenders party thereto from time to time, the “Lenders”) and a secured party, with CRPII as control
agent for the Lenders (in such capacity, “Agent”), pursuant to which Lenders have been granted a security interest in all of Debtor’s personal property, including but not limited to inventory, equipment and trade
fixtures (hereinafter “Personal Property”); and 
 WHEREAS, Landlord is the owner of the real property located at
[                    ] (the “Premises”); and 

WHEREAS, Landlord and Debtor have entered into that certain Lease dated
[                    ][, as amended by
[                    ] dated
[                    ]] ([collectively,] the “Lease”); and 

WHEREAS, certain of the Personal Property has or may become affixed to or be located on, wholly or in part, the Premises. 

NOW, THEREFORE, in consideration of any loans or other financial accommodation extended by Lenders to Debtor at any time, and other good and
valuable consideration, the parties agree as follows: 
 1. Landlord subordinates to Lenders all security interests or other interests or
rights Landlord may now or hereafter have in, or to any of the Personal Property, whether for rent or otherwise, while Debtor is indebted to Lenders. 

2. The Personal Property may be installed in or located on the Premises and is not and shall not be deemed a fixture or part of the real
estate and shall at all times be considered personal property. 
 3. Agent or its representatives may enter upon the Premises during normal
business hours, and upon not less than 24 hours’ advance notice, to inspect the Personal Property. 
 4. Upon and during the
continuance of an Event of Default under the Agreements, 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit G-1 









 
Agent or its representatives, at Agent’s option, upon written notice delivered to Landlord not less than ten (10) business days in advance, may enter the Premises during normal business
hours for the purpose of repossessing, removing or otherwise dealing with said Personal Property; provided that neither Agent nor Lenders shall be permitted to operate the business of Debtor on the Premises or sell, auction or otherwise dispose of
any Personal Property at the Premises or advertise any of the foregoing; and such license shall continue, from the date Agent enters the Premises for as long as Agent reasonably deems necessary but not to exceed a period of ninety (90) days.
During the period Agent occupies the Premises, it shall pay to Landlord the rent provided under the Lease relating to the Premises, prorated on a per diem basis to be determined on a thirty (30) day month, without incurring any other
obligations of Debtor. 
 5. Agent shall pay to Landlord any costs for damage to the Premises or the building in which the Premises is
located in removing or otherwise dealing with said Personal Property pursuant to paragraph 4 above, and shall indemnify and hold harmless Landlord from and against (i) all claims, disputes and expenses, including reasonable attorneys’
fees, suffered or incurred by Landlord arising from Agent’s exercise of any of its rights hereunder, and (ii) any injury to third persons, caused by actions of Agent pursuant to this Consent. 

6. Landlord agrees to give notice to Agent in writing by certified mail or facsimile of Landlord’s intent to exercise its remedies in
response to any default by Debtor of any of the provisions of the Lease, to: 
 Capital Royalty Partners II L.P. 

1000 Main Street, Suite 2500 

Houston, TX 77002 
 Attention:
General Counsel 
 Fax: 713.209.7351 

7. Landlord shall have no obligation to preserve or protect the Personal Property or take any action in connection therewith, and Lenders
waive all claims they may now or hereafter have against Landlord in connection with the Personal Property. 
 8. This Consent shall
terminate and be of no further force or effect upon the earlier of (i) the date on which all indebtedness secured by the Personal Property indefeasibly is paid in full in cash and (ii) the date on which the Lease is terminated or expires.

 9. Nothing contained herein shall be construed to amend the Lease, and the Lease remains unchanged and in full force and effect. 

This Consent shall be construed and interpreted in accordance with and governed by the laws of the State of
[                    ]. 
 This Consent
may not be changed or terminated orally and is binding upon and shall inure to the benefit of Landlord, Agent, Lenders and Debtor and the heirs, personal representatives, successors and assigns of Landlord, Agent, Lenders and Debtor. 

[Signature Page follows] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit G-2 









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

			
	 LANDLORD:

	
	
[                   
 ]

		
	By	 	  

	Name:	 	
	Title:	 	


  

													
	LENDERS:	 		 		 		 	
			
	CAPITAL ROYALTY PARTNERS II L.P.	 		 	
				
		 	        By	 	 CAPITAL ROYALTY PARTNERS II GP L.P.,

its General Partner
	 	
					
		 		 	By	 	 CAPITAL ROYALTY PARTNERS II GP LLC,

its General Partner
	 	
							
		 		 		 	By	 	  
	 		 	
		 		 		 	Name:	 	Charles Tate	 	
		 		 		 	Title:	 	Sole Member	 	

  

													
	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P.	 		 	
					
		 	        By	 	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP L.P., its General Partner	 		 	
						
		 		 	By	 	CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” GP LLC, its General Partner	 		 	
							
		 		 		 	By	 	  
	 		 	
		 		 		 	Name:	 	Charles Tate	 	
		 		 		 	Title:	 	Sole Member	 	


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit G-3 










													
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.	 		 	
				
		 	        By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner
	 	
					
		 		 	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP LLC, its General Partner
	 	
							
		 		 		 	By	 	  
	 		 	
		 		 		 	Name:	 	Charles Tate	 	
		 		 		 	Title:	 	Sole Member	 	
					
		 	        Witness:	 	  
	 		 	
		 		 	Name:	 		 	

  

													
	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II L.P.
	 		 	
				
		 	        By	 	 PARALLEL INVESTMENT

OPPORTUNITIES PARTNERS II GP L.P.,
 its General
Partner
	 	
					
		 		 	By	 	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II GP LLC, its General Partner
	 	
							
		 		 		 	By	 	  
	 		 	
		 		 		 	Name:	 	Charles Tate	 	
		 		 		 	Title:	 	Sole Member	 	

 Address for Notices: 
 1000 Main
Street, Suite 2500 
 Houston, TX 77002 
 Attn:
    General Counsel 
 Tel.:      713.209.7350 

Fax:      713.209.7351 
 Email:
  adorenbaum@crglp.com 
  

			
	Acknowledged and Agreed:
	
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit G-4 









 Exhibit H 

to Term Loan Agreement 
 FORM
OF SUBORDINATION AGREEMENT 
 This Subordination Agreement is made as of
[                    ] (this “Agreement”) among Capital Royalty Partners II L.P., a Delaware limited partnership
(“CRII”), Capital Royalty Partners II – Parallel Fund “A” L.P., a Delaware limited partnership (“CRPPFA”), Capital Royalty Partners II (Cayman) L.P., a Cayman Islands exempted limited
partnership (“Cayman”) and Parallel Investment Opportunities Partners II L.P., a Delaware limited partnership (“PIOP”, and, collectively with CRII, CRPPFA, Cayman, and their successors and
assigns, the “Senior Lenders”), and [                    ], a
[                    ] [corporation] (“Subordinated Creditor”). 

RECITALS: 
 A. VIEWRAY
INCORPORATED, a Delaware corporation (“Borrower”), will, as of the date hereof, issue in favor of Subordinated Creditor the Subordinated Note (as defined below). 

B. Senior Lenders and Borrower have entered into the Senior Loan Agreement (as defined below) and the Senior Security Agreement (as defined
below) under which Borrower has granted a security interest in the Collateral (as defined below) in favor of Senior Lenders as security for the payment of Borrower’s obligations under the Senior Loan Agreement. 

C. Borrower has executed the Subordinated Note (as defined below) in favor of Subordinated Creditor[, and Borrower has granted a security
interest in the Subordinated Collateral (as defined below) in favor of Subordinated Creditor]. 
 D. To induce Senior Lenders to make and
maintain the credit extensions to Borrower under the Senior Loan Agreement, Subordinated Creditor is willing to subordinate the Subordinated Debt (as defined below) to the Senior Debt (as defined below)[, and all liens securing the Subordinated Debt
to the Senior Creditors’ liens on and security interests in the Collateral] on the terms and conditions herein set forth. 
 NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS: 
 1. Definitions. As used herein, the following terms have the following meanings: 

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. 

“Collateral” has the meaning set forth in the Senior Security Agreement. 

“Enforcement Action” means, with respect to any indebtedness, obligation (contingent or otherwise) or Collateral at
any time held by any lender or noteholder, (i) commencing, by judicial or non-judicial means, the enforcement of, or otherwise attempting to enforce, such indebtedness, obligation or Collateral of any of the default remedies under any of the
applicable agreements or documents of such lender or noteholder, the UCC or other applicable law (other than the mere issuance of a notice of default or notice of the right by such lender or noteholder to


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-1 









 
seek specific performance with respect to any covenants in favor of such lender or noteholder), (ii) repossessing, selling, leasing or otherwise disposing of all or any part of such
Collateral, including without limitation causing any attachment of, levy upon, execution against, foreclosure upon or the taking of other action against or institution of other proceedings with respect to any Collateral, or exercising account debtor
or obligor notification or collection rights with respect to all or any portion thereof, or attempting or agreeing to do so, (iii) appropriating, setting off or applying to such lender or noteholder’s claim any part or all of such
Collateral or other property in the possession of, or coming into the possession of, such lender or noteholder or its agent, trustee or bailee, (iv) asserting any claim or interest in any insurance with respect to such indebtedness, obligation
or Collateral, (v) instituting or commencing, or joining with any Person in commencing, any action or proceeding with respect to any of the foregoing rights or remedies (including any action of foreclosure, enforcement, collection or execution
and any Insolvency Event involving any Obligor), (vi) exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Subordinated Creditor
is a party, (vii) [causing or compelling the pledge or delivery of Subordinated Collateral], or (viii) otherwise enforcing, or attempting to enforce, any other rights or remedies under or with respect to any such indebtedness, obligation
or Collateral. 
 “Insolvency Event” means that any Obligor or any of its subsidiaries shall have (i) applied
for, consented to or acquiesced in the appointment of a trustee, receiver or other custodian for it or any of its property, or (ii) made a general assignment for the benefit of creditors or similar arrangement in respect of such Obligor’s
or subsidiary’s creditors generally or any substantial portion thereof, or (iii) permitted, consented to, or suffered to exist the appointment of a trustee, receiver or other custodian for it or for a substantial part of its property, or
(iv) commenced any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or
insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (v) (A) permitted, consented to, or suffered to exist the
commencement of any case, action or proceeding before any court or other governmental agency or authority relating to bankruptcy, reorganization, insolvency, debt arrangement or relief or other case, action or proceeding under any bankruptcy or
insolvency law, or any dissolution, winding up or liquidation case, action or proceeding, including without limitation any case under the Bankruptcy Code, in respect of it, or (B) any such case, action or proceeding shall have resulted in the
entry of an order for relief or shall have remained for sixty (60) days undismissed. 
 “Obligor” has the
meaning set forth in the Senior Loan Agreement. 
 “Person” has the meaning set forth in the Senior Loan Agreement.

 “Senior Debt” means the Obligations (as defined in the Senior Loan Agreement). 

“Senior Discharge Date” means the first date on which all of the Senior Debt (other than contingent indemnification
obligations [and any Warrant Obligations (as defined in the Senior Loan Agreement)]) has been paid indefeasibly in full in cash and all commitments of Senior Lenders under the Senior Loan Documents have been terminated. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-2 









 “Senior Loan Agreement” means that certain Term Loan Agreement, dated as
of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time. 

“Senior Loan Documents” means, collectively, the Loan Documents (as defined in the Senior Loan Agreement), in each
case as amended, restated, supplemented or otherwise modified from time to time. 
 “Senior Security Agreement”
means that certain Security Agreement, dated as of June 26, 2015, among Borrower, the other Obligors party thereto, and the Secured Parties (as defined therein), as amended, restated, supplemented or otherwise modified from time to time. 

[“Subordinated Collateral” means any property or assets that may at any time be or become subject to a lien or
security interest in favor of the Subordinated Creditor pursuant to the Subordinated Collateral Documents or otherwise, and all products and proceeds of any of the foregoing.] 

[“Subordinated Collateral Documents” means, collectively, each security agreement, deed of trust, mortgage, pledge
agreement and any other agreement pursuant to which any Obligor or any other Person provides a lien on or security interest in its assets in favor of the Subordinated Creditor, and all financing statements, fixture filings, patent, trademark and
copyright filings, assignments, acknowledgments and other filings, documents and agreements made or delivered pursuant thereto.] 

“Subordinated Debt” means and includes all obligations, liabilities and indebtedness of Borrower owed to Subordinated
Creditor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and
expenses, and reimbursement obligations. 
 “Subordinated Debt Documents” means, collectively, the Subordinated Note
and each other loan document or agreement entered into by Borrower in connection with the Subordinated Note[, including without limitation each Subordinated Collateral Document], as amended, restated, supplemented or otherwise modified from time to
time. 
 “Subordinated Note” means that certain $[        ] subordinated
promissory note, dated [                    ], issued by Borrower to Subordinated Creditor, as amended, restated, supplemented or otherwise modified
from time to time. 
 “UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable
jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York. 
 2. Liens.
(a) Subordinated Creditor represents and warrants that 10[the Subordinated Debt is unsecured. Subordinated Creditor agrees that it will not request or accept any security interest in any
Collateral to secure the Subordinated Debt; provided that, should Subordinated 
  

	10 	 Select one, as appropriate. 



  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-3 









 
Creditor obtain a lien or security interest on any asset or Collateral to secure all or any portion of the Subordinated Debt for any reason (which action shall be in violation of this Agreement),
notwithstanding the respective dates of attachment and perfection of the security interests in the Collateral in favor of Senior Lenders or Subordinated Creditor, or any contrary provision of the UCC, or any applicable law or decision to the
contrary, or the provisions of the Senior Loan Documents or the Subordinated Debt Documents, and irrespective of whether Subordinated Creditor or Senior Lenders hold possession of any or all part of the Collateral, all now existing or hereafter
arising security interests in the Collateral in favor of Subordinated Creditor in respect of the Subordinated Debt Documents shall at all times be subordinate to the security interest in such Collateral in favor of Senior Lenders in respect of the
Senior Loan Documents.] [all liens and security interests, if any, now or hereafter existing that secure the Subordinated Debt, are hereby subordinated and junior in all respects to the liens and security interests now or hereafter existing securing
the Senior Debt, regardless of the time, manner or order of attachment or perfection of any such liens and security interests, the time or order of filing of financing statements, the acquisition of purchase money or other liens or security
interests, the time of giving or failure to give notice of the acquisition or expected acquisition of purchase money or other liens or security interests, or any other circumstances whatsoever.] 

(b) Subordinated Creditor acknowledges that Senior Lenders have been granted liens upon the Collateral [(including the Subordinated
Collateral)], and Subordinated Creditor hereby consents thereto and to the incurrence of the Senior Debt. 
 (c) Until the Senior Discharge
Date, in the event of any private or public sale or other disposition of all or any portion of the Collateral, Subordinated Creditor agrees that such Collateral shall be sold or otherwise disposed of free and clear of any liens in favor of
Subordinated Creditor. Subordinated Creditor agrees that any such sale or disposition of Collateral shall not require any consent from Subordinated Creditor, and Subordinated Creditor hereby waives any right it may have to object to such sale or
disposition. 
 (d) [Subordinated Creditor agrees that it will not request or accept any guaranty of the Subordinated Debt.] 

(e) [Each of Senior Lenders and Subordinated Creditor agrees to hold all collateral in which a lien may be perfected by possession or control
(“Possessory Collateral”) in its possession, custody, or control (or in the possession, custody, or control of agents or bailees for any such party) as agent for the other solely for the purpose of perfecting the security
interest granted to each in such Possessory Collateral subject to the terms and conditions of this Agreement. Neither any Senior Lender nor Subordinated Creditor shall have any obligation whatsoever to the other to assure that any Possessory
Collateral is genuine or owned by any Obligor or any other Person or to preserve its rights or benefits or those of any Person. The duties or responsibilities of Senior Lenders and Subordinated Creditor under this Section 2(e) are and
shall be limited solely to holding or maintaining control of the Possessory Collateral as agent for the others for purposes of perfecting the lien or security interest held by such others. Senior Lenders are not and shall not be deemed to be a
fiduciary of any kind for Subordinated Creditor or any other Person.] 
 3. Payment Subordination. (a) Notwithstanding the terms of the Subordinated
Debt 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-4 









 
Documents, until the Senior Discharge Date, (i) all payments and distributions of any kind or character, whether in cash, property or securities, in respect of the Subordinated Debt are
subordinated in right and time of payment to all payments in respect of the Senior Debt, and (ii) Subordinated Creditor will not demand, sue for or receive from Borrower (and Borrower will not pay) any part of the Subordinated Debt, whether by
payment, prepayment, distribution, setoff, or otherwise, or accelerate the Subordinated Debt. 
 (b) Subordinated Creditor must deliver to
Senior Lenders in the form received (except for endorsement or assignment by Subordinated Creditor) any payment, distribution, security or proceeds it receives on the Subordinated Debt other than according to this Agreement. 

4. Subordination of Remedies. Until the Senior Discharge Date, and whether or not any Insolvency Event has occurred, Subordinated Creditor will not
accelerate the maturity of all or any portion of the Subordinated Debt, enforce, attempt to enforce, or exercise any right or remedy with respect to any Collateral [(including the Subordinated Collateral)] or the Subordinated Debt, or take any other
Enforcement Action with respect to the Subordinated Debt [or the Subordinated Collateral]. 
 5. Payments Over. All payments and distributions of any
kind, whether in cash, property or securities, in respect of the Subordinated Debt to which Subordinated Creditor would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be paid to Senior Lenders in respect
of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Notwithstanding the foregoing, if any payment or distribution of any kind, whether in cash,
property or securities, shall be received by Subordinated Creditor on account of the Subordinated Debt [or the Subordinated Collateral] before Senior Discharge Date (whether or not expressly characterized as such), then such payment or distribution
shall be segregated by Subordinated Creditor and held in trust for, and shall be promptly paid over to, Senior Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, in
respect of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized. Subordinated Creditor irrevocably appoints Senior Lenders as Subordinated Creditor’s
attorney-in-fact, and grants to Senior Lenders a power of attorney with full power of substitution (which power of attorney is coupled with an interest), in the name of Subordinated Creditor or in the name of Senior Lenders, for the use and benefit
of Senior Lenders, without notice to Subordinated Creditor, to make any such endorsements. This Section 5 shall be enforceable even if Senior Lenders’ liens on the Collateral are alleged, determined, or held to constitute fraudulent
transfers (whether constructive or actual), preferential transfers, or otherwise avoided or voidable, set aside, recharacterized or equitably subordinated. 

6. Insolvency Proceedings. (a) This Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement”
within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to the Borrower or any other
Obligor shall include the Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Obligor (as the case may 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-5 









 
be) in connection with any case under the Bankruptcy Code or in connection with any other Insolvency Event. 

(b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written
consent of Senior Lenders, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any
Insolvency Event involving the Borrower or any other Obligor. 
 (c) Senior Lenders shall have the right to enforce rights, exercise
remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. 

(d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest
the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of Senior Lenders on or in any property or assets of Borrower or any
other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Lender in accordance with
applicable law, or otherwise to contest, protest, object to or interfere with the manner in which Senior Lenders may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to
the Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, without the consent, in their sole discretion, of Senior Lenders; or (iv) exercise any rights against Senior Lenders or
the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which Senior
Lender seeks to enforce its liens on or security interests in any Collateral.] 
 (e) Subordinated Creditor will not, and hereby waives any
right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection with respect to, (i) any request or motion of Senior Lenders seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the
modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of Senior Lenders’ interests in the Collateral
or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay
without the prior written consent of Senior Lenders; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement
by the Borrower, whether from Senior Lenders or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if Senior Lenders, in their sole discretion, consent to such debtor-in-possession financing
or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; (iii) any


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-6 









 
sale or other disposition of the Collateral or substantially all of the assets of the Borrower or any other Obligor (include any such sale free and clear of liens or other claims) under
Section 363 of the Bankruptcy Code or other applicable law if Senior Lenders, in their sole discretion, consent to such sale or disposition; (vii) Senior Lenders’ exercise or enforcement of its right to make an election under
Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any claim it may hereafter have against Senior Lenders arising out of such election; (viii) Senior Lenders’ exercise or enforcement of its right to credit
bid any or all of its debt claims against the Borrower or any other Obligor, including, without limitation, the Senior Debt; or (ix) any plan of reorganization or liquidation if Senior Lenders, in their sole discretion, consent to, vote in
favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to Senior Lenders the right to vote Subordinated Creditor’s claim or claims (as such term is
defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to
vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of the Borrower or any other Obligor. 
 7.
Distributions of Proceeds of Collateral. All realizations upon any Collateral pursuant to or in connection with an Enforcement Action, an Insolvency Event or otherwise shall be paid or delivered to Senior Lenders in respect of the Senior Debt
until the Senior Discharge Date before any payment may be made to Subordinated Creditor. 
 8. Release of Liens. In the event of any private or
public sale or other disposition, by or with the consent of Senior Lenders, of all or any portion of the Collateral, Subordinated Creditor agrees that such sale or disposition shall be free and clear of any liens Subordinated Creditor may have on
such Collateral[, and, if the sale or other disposition includes any pledged equity interests in any Obligor, if the Subordinated Collateral includes any such any pledged equity interests, the Subordinated Creditor further agrees to release the
entities whose pledged equity interests are sold from all Subordinated Debt]. Subordinated Creditor agrees that, in connection with any such sale or other disposition, (i) Senior Lenders are authorized to file any and all UCC and other
applicable lien releases and/or terminations in respect of any liens held by Subordinated Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested
by Senior Lenders in connection therewith. In furtherance of the foregoing, Subordinated Creditor hereby appoints Senior Lenders as its attorney-in-fact, with full authority in the place and stead of Subordinated Creditor and full power of
substitution and in the name of Subordinated Creditor or otherwise, to execute and deliver any document or instrument which Subordinated Creditor is required to deliver pursuant to this Section 8, such appointment being coupled with an
interest and irrevocable. Subordinated Creditor agrees that Senior Lenders may release or refrain from enforcing its security interest in any Collateral, or permit the use or consumption of such Collateral by Borrower free of any Subordinated
Creditor security interest, without incurring any liability to Subordinated Creditor. 
 9. Attorney-In-Fact. Until the Senior Discharge Date,
Subordinated Creditor irrevocably appoints Senior Lenders as its attorney-in-fact, with power of attorney with power of substitution, in Subordinated Creditor’s
name or in Senior Lenders’ name, for Senior Lenders’ use and benefit without notice to Subordinated Creditor, to do the following during an 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-7 









 
Insolvency Event: 
 (a) file any claims in respect of the Subordinated Debt on behalf
of Subordinated Creditor if Subordinated Creditor does not do so at least 30 days before the time to file claims expires; and 
 (b) vote
Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to any plan of reorganization or
liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of the Borrower or any other Obligor. 

Such power of attorney is irrevocable and coupled with an interest. 

10. Legend; Amendment of Debt. (a) Subordinated Creditor will immediately put a legend on or otherwise indicate on the Subordinated Note that the
Subordinated Note is subject to this Agreement. 
 (b) Until the Senior Discharge Date, Subordinated Creditor shall not, without prior
written consent of Senior Lenders, agree to any amendment, modification or waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or waiver is to: (i) terminate or impair the subordination of
the Subordinated Debt in favor of Senior Lenders; (ii) increase the interest rate on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note;
(iii) alter the redemption, prepayment or subordination provisions of the Subordinated Debt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or
expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome
to Borrower or any other Obligor; (vi) 11[grant a lien or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the
Subordinated Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of Senior Lenders]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the
Subordinated Debt or confer additional rights upon Subordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower, any other Obligor or Senior Lenders. Any such amendment, modification or waiver made in
violation of this Section 10(b) shall be void. 
 (c) At any time without notice to Subordinated Creditor, Senior Lenders may
take such action with respect to the Senior Debt as Senior Lenders, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal, extending the time of payment, increasing interest
rates, renewing, compromising or otherwise amending any documents affecting the Senior Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person. No action or inaction will
impair or otherwise affect Senior Lenders’ rights under this Agreement. 
  

 

	11 	Select one, as appropriate. 


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-8 









 11. Certain Waivers. (a) Subordinated Creditor hereby (i) waives any and all notice of the
incurrence of the Senior Debt or any part thereof; (ii) waives any and all rights it may have to require Senior Lenders to marshal assets, to exercise rights or remedies in a particular manner, to forbear from exercising such rights and
remedies in any particular manner or order, or to claim the benefit of any appraisal, valuation or other similar right that may otherwise be available under applicable law, regardless of whether any action or failure to act by or on behalf of Senior
Lenders is adverse to the interest of Subordinated Creditor; (iii) agrees that Senior Lenders shall have no liability to Subordinated Creditor, and Subordinated Creditor hereby waives any claim against Senior Lenders arising out of any and all
actions not in breach of this Agreement which Senior Lenders may take or permit or omit to take with respect to the Senior Loan Documents (including any failure to perfect or obtain perfected security interests in the Collateral), the collection of
the Senior Debt or the foreclosure upon, or sale, liquidation or other disposition of, any Collateral; and (iv) agrees that Senior Lenders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or
preservation of the Collateral, the Senior Debt or otherwise. Without limiting the foregoing, Subordinated Creditor agrees that Senior Lenders shall have no duty or obligation to maximize the return to any class of creditors holding indebtedness of
any type (whether Senior Debt or Subordinated Debt), notwithstanding that the order and timing of any realization, sale, disposition or liquidation of the Collateral may affect the amount of proceeds actually received by such class of creditors from
such realization, sale, disposition or liquidation. 
 (b) Subordinated Creditor confirms that this Agreement shall govern as between the
Senior Lenders and the Subordinated Creditor irrespective of: (i) any lack of validity or enforceability of any Senior Loan Document or any Subordinated Debt Document; (ii) the occurrence of any Insolvency Event in respect of any Obligor;
(iii) whether the Senior Debt, or the liens or security interests securing the Senior Debt, shall be held to be unperfected, deficient, invalid, void, voidable, voided, unenforceable, subordinated, reduced, discharged or are set aside by a
court of competent jurisdiction, including pursuant or in connection with any Insolvency Event; (iv) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Debt or the Subordinated Debt, or any
amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Loan Document or any Subordinated Debt Document or any guarantee thereof; or (v) any
other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the Senior Debt or the Subordinated Debt. 

12. Representations and Warranties. Subordinated Creditor represents and warrants to Senior Lenders that: 

(a) all action on the part of Subordinated Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for
the authorization of this Agreement and the performance of all obligations of Subordinated Creditor hereunder has been taken; 
 (b) this
Agreement constitutes the legal, valid and binding obligation of Subordinated Creditor, enforceable against Subordinated Creditor in accordance with its terms; 

(c) the execution, delivery and performance of and compliance with this Agreement 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-9 









 
by Subordinated Creditor will not (i) result in any material violation or default of any term of any of Subordinated Creditor’s charter, formation or other organizational documents
(such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material applicable law, rule or regulation; and 

(d) Subordinated Creditor has not previously assigned any interest in the Subordinated Debt[ or any Subordinated Collateral], and no Person
other than the Subordinated Creditor owns an interest in the Subordinated Debt[ or Subordinated Collateral]. 
 13. Term; Reinstatement. This
Agreement shall remain in full force and effect until the Senior Discharge Date, notwithstanding the occurrence of an Insolvency Event. If, after the Senior Discharge Date, Senior Lenders must disgorge any payments made on the Senior Debt for any
reason (including, without limitation, in connection with the bankruptcy of Borrower or in connection with any other Insolvency Event), this Agreement and the relative rights and priorities provided in it, will be reinstated as to all disgorged
payments as though such payments had not been made, and Subordinated Creditor will immediately pay Senior Lenders all payments received in respect of the Subordinated Debt to the extent such payments or retention thereof would have been prohibited
under this Agreement. 
 14. Successors and Assigns. This Agreement binds Subordinated Creditor, its successors or assigns, and benefits Senior
Lenders’ successors or assigns. This Agreement is for Subordinated Creditor’s and Senior Lenders’ benefit and not for the benefit of Borrower or any other party. Subordinated Creditor shall not sell, assign, pledge, dispose of or
otherwise transfer all or any portion of the Subordinated Debt or any related document or any interest in any Collateral therefor unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Senior Lenders
an agreement of such transferee to be bound hereby, or an agreement substantially identical to this Agreement providing for the continued subjection of the Subordinated Debt, the interests of the transferee in the Collateral and the remedies of the
transferee with respect thereto as provided herein with respect to Subordinated Creditor and for the continued effectiveness of all of the other rights of Senior Lenders arising under this Agreement, in each case in form satisfactory to Senior
Lenders. Any such sale, assignment, pledge, disposition or transfer not made in compliance with the terms of this Section 14 shall be void. 

15. Further Assurances. Subordinated Creditor hereby agrees to execute such documents and/or take such further action as Senior Lenders may at any time
or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation, ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by Senior Lenders.

 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Executed counterparts may be delivered by facsimile. 
 17. Governing Law; Waiver of Jury Trial. (a) This
Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-10 









 
in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. 

(b) EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREIN. 
 18. Entire Agreement; Waivers and Amendments. This Agreement represents the entire agreement with respect to
the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Senior Lenders and Subordinated Creditor are not relying on any representations by the other creditor party or Borrower in entering into this Agreement,
and each of Senior Lenders and Subordinated Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower. No amendment, modification, supplement, termination, consent or waiver of or to any
provision of this Agreement, nor any consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by Senior Lenders and Subordinated Creditor. Any waiver of any provision of this Agreement, or
any consent to any departure from the terms of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which given. 

19. No Waiver. No failure or delay on the part of any Senior Lender or Subordinated Creditor in the exercise of any power, right, remedy or privilege
under this Agreement shall impair such power, right, remedy or privilege or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise of any other power,
right or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to Senior Lenders. 

20. Legal Fees. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be
entitled, in addition to such other relief as may be granted, all reasonable, invoiced and out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred in such action. 

21. Severability. Any provision of this Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent such illegality, invalidity, prohibition or unenforceability without invalidating or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other
jurisdiction. 
 22. Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon any party
hereto shall be in writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by facsimile or electronic mail, message confirmed, and shall be deemed to be effective for purposes of
this Agreement on the day that delivery is made or refused. Unless otherwise specified in a notice mailed or delivered in accordance with the foregoing sentence, notices, demands, instructions and other communications in writing shall be given to or
made upon the respective parties hereto at their respective addresses and facsimile numbers indicated on the 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-11 









 
signature pages hereto. 
 23. No Third-Party Beneficiaries; Other Benefits. The terms and
provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and the parties do not intend to confer third party beneficiary rights upon any other person. Subordinated
Creditor understands that there may be various agreements between Senior Lenders and the Borrower or the other Obligors evidencing and governing the Senior Debt, and Subordinated Creditor acknowledges and agrees that such agreements are not intended
to confer any benefits on Subordinated Creditor and that Senior Lenders shall have no obligation to Subordinated Creditor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to it under such
agreements. 
 [Signature pages follow] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit H-12 









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

			
	SUBORDINATED CREDITOR:
	[                    ]
		
	By	 	  

	Name:	 	
	Title:	 	
	
	Address for Notices:

 [Signature Page 1 to Subordination Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	SENIOR LENDERS:
	
	CAPITAL ROYALTY PARTNERS II L.P.
				
		 	By	 	 CAPITAL ROYALTY PARTNERS II GP L.P.,

its General Partner
	  	
					
		 		 	By	 	 CAPITAL ROYALTY PARTNERS II GP LLC,

its General Partner
	  	
						
		 		 		 	By	 	  
	  	
		 		 		 	Name:	 	Charles Tate	  	
		 		 		 	Title:	 	Sole Member	  	
	
	 CAPITAL ROYALTY PARTNERS II – PARALLEL

FUND “A” L.P.

				
		 	By	 	 CAPITAL ROYALTY PARTNERS II –

PARALLEL FUND “A” GP L.P.,

its General Partner
	  	
					
		 		 	By	 	 CAPITAL ROYALTY PARTNERS II –

PARALLEL FUND “A” GP LLC,

its General Partner
	  	
						
		 		 		 	By	 	  
	  	
		 		 		 	Name:	 	Charles Tate	  	
		 		 		 	Title:	 	Sole Member	  	
	
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.
				
		 	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner
	  	
					
		 		 	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP LLC, its General Partner
	  	
						
		 		 		 	By	 	  
	  	
		 		 		 	Name:	 	Charles Tate	  	
		 		 		 	Title:	 	Sole Member	  	


											
				
		 	Witness:	 	  
	  	
		 	Name:	 		  	

 [Signature Page 2 to Subordination Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II L.P.
	  	
			
		 	 By
	 	 PARALLEL INVESTMENT

OPPORTUNITIES PARTNERS II GP L.P.,
 its General
Partner

					
		 		 	By	 	PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II GP LLC, its General Partner	  	
						
		 		 		 	By	  	  
	  	
		 		 		 	Name:	  	Charles Tate	  	
		 		 		 	Title:	  	Sole Member	  	

  

			
	Address for Notices:
	
	1000 Main Street, Suite 2500
	Houston, TX 77002
	Attn:	 	General Counsel
	Tel.:	 	713.209.7350
	Fax:	 	713.209.7351
	Email:	 	adorenbaum@crglp.com

 [Signature Page 3 to Subordination Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










			
	VIEWRAY INCORPORATED
		
	By	 	  

	Name:	 	
	Title:	 	

  

			
	Address for Notices:
	
	2 Thermo Fisher Way
	Oakwood Village, OH 44146
	Attn:	 	Chief Financial Officer
	Tel.:	 	425.241.5316
	Fax:	 	1.800.417.3459
	Email:	 	ddchandler@viewray.com

 [Signature Page 4 to Subordination Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Exhibit I 

to Term Loan Agreement 
 FORM
OF INTERCREDITOR AGREEMENT 
 This Intercreditor Agreement, dated as of
[                    ] (this “Agreement”), is made between Capital Royalty Partners II L.P., a Delaware limited partnership
(“CRPII”), Capital Royalty Partners II – Parallel Fund “A” L.P., a Delaware limited partnership (“CRPPFA”), Capital Royalty Partners II (Cayman) L.P., a Cayman Islands exempted limited
partnership (“Cayman”), Parallel Investment Opportunities Partners II L.P., a Delaware limited partnership (“PIOP”, and collectively with CRPII, CRPPFA, Cayman, and their successors and assignees,
“CRG”), and [INSERT NAME OF A/R LENDER], a [                    ] (“[A/R Lender]”). 

RECITALS 
  

	A.	[A/R Lender] and ViewRay Incorporated, a Delaware corporation (“Borrower”), have entered into the A/R Facility Agreement (as defined below), which, along with any other obligations owing to [A/R
Lender] by Borrower, is secured by certain property of Borrower [and the other Obligors (as defined below)]. 

  

	B.	CRG and Borrower have entered into that certain Term Loan Agreement, dated as of June 26, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “CRG Credit
Agreement”), which is secured by certain property of Borrower and the other Obligors. 

  

	C.	To induce each of [A/R Lender] and CRG (collectively, “Creditors” and each individually, a “Creditor”) to make and maintain the credit extensions under the A/R Facility
Agreement and the CRG Credit Agreement, respectively, the other Creditor is willing to enter into this Agreement to, among other things, subordinate certain of its liens on the terms and conditions herein set forth. 


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 

1. Definitions. As used herein, the following terms have the following meanings: 

“A/R Facility Agreement” means that certain [Credit Agreement] between [A/R Lender] and Borrower dated as of
[                    ] as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“A/R Facility Documents” means the A/R Facility Agreement and all [Loan Documents], each as defined in the A/R
Facility Agreement. 
 “A/R Facility Senior Collateral” means (i) [Borrower’s] accounts arising from the
sale of inventory or services, excluding IP/Equipment Accounts (collectively, “Inventory/Service Accounts”), (ii) [Borrower’s] inventory, (iii) to the extent evidencing, governing, or securing [Borrower’s]
Inventory/Service Accounts or inventory, [Borrower’s] general intangibles (excluding Intellectual Property), chattel paper, instruments and documents, (iv) to the extent held in a segregated deposit account, cash proceeds of
[Borrower’s] Inventory/Service Accounts 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-1 









 
and inventory, and (v) proceeds of insurance policies covering [Borrower’s] Inventory/Service Accounts and inventory received with respect to such accounts and inventory; provided
that, for purposes of clarification, notwithstanding the foregoing, in no event shall “A/R Facility Senior Collateral” include (A) any right, title or interest of any Obligor in any Intellectual Property or any licenses thereof,
(B) any accounts or proceeds arising from the sale, transfer, licensing or other disposition of any Intellectual Property or licenses, or from the sale, transfer, lease or other disposition of equipment (collectively, “IP/Equipment
Accounts”), (C) equipment, (D) to the extent evidencing, governing, securing or otherwise related to equipment, any general intangibles, chattel paper, instruments or documents, or (E) proceeds of equipment or proceeds of
insurance policies with respect to equipment. 
 “Bankruptcy Code” means the federal bankruptcy law of the United
States as from time to time in effect, currently as Title 11 of the United States Code. Section references to current sections of the Bankruptcy Code shall refer to comparable sections of any revised version thereof if section numbering is changed.

 “Claim” means, (i) in the case of [A/R Lender], any and all present and future “claims” (used in
its broadest sense, as contemplated by and defined in Section 101(5) of the Bankruptcy Code, but without regard to whether such claim would be disallowed under the Bankruptcy Code) of [A/R Lender] now or hereafter arising or existing under or
relating to the A/R Facility Documents (with the portion of [A/R Lender]’s Claim at any time consisting of the aggregate principal amount of indebtedness under the A/R Facility Documents not to exceed the lesser of
$[        ] and 80% of the face amount at such time of [Borrower’s] non delinquent accounts receivable), whether joint, several, or joint and several, whether fixed or indeterminate, due or not yet due,
contingent or non-contingent, matured or unmatured, liquidated or unliquidated, or disputed or undisputed, whether under a guaranty or a letter of credit, and whether arising under contract, in tort, by law, or otherwise, any interest or fees
thereon (including interest or fees that accrue after the filing of a petition by or against any Obligor under the Bankruptcy Code, irrespective of whether allowable under the Bankruptcy Code), any costs of Enforcement Actions, including reasonable
attorneys’ fees and costs, and any prepayment or termination fees, and (ii) in the case of CRG, any and all present and future “claims” (used in its broadest sense, as contemplated by and defined in Section 101(5) of the
Bankruptcy Code, but without regard to whether such claim would be disallowed under the Bankruptcy Code) of CRG now or hereafter arising or existing under or relating to the CRG Documents, whether joint, several, or joint and several, whether fixed
or indeterminate, due or not yet due, contingent or non-contingent, matured or unmatured, liquidated or unliquidated, or disputed or undisputed, whether under a guaranty or a letter of credit, and whether arising under contract, in tort, by law, or
otherwise, any interest or fees thereon (including interest or fees that accrue after the filing of a petition by or against any Obligor under the Bankruptcy Code, irrespective of whether allowable under the Bankruptcy Code), any costs of
Enforcement Actions, including reasonable attorneys’ fees and costs, and any prepayment or termination fees. 

“Collateral” means all real or personal property of any Obligor in which any Creditor now or hereafter has a security
interest. 
 “Common Collateral” means all Collateral in which both [A/R Lender] and CRG have a security interest.


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-2 









 “CRG Documents” means all documentation related to the CRG Credit
Agreement and all Loan Documents (as defined in the CRG Credit Agreement), including security or pledge agreements and all other related agreements. 

“CRG Senior Collateral” means all Collateral in which CRG has a security interest, other than the A/R Facility Senior
Collateral, including, for the avoidance of doubt and without limitation, any additional Collateral in which CRG may have a security interest following the commencement of or in connection with any Insolvency Proceeding, including without limitation
Collateral subject to any CRG security interests, superpriority claims, or other rights arising under Sections 507(b) and 552 of the Bankruptcy Code. 

“Credit Documents” means, collectively, the CRG Documents and the A/R Facility Documents. 

“Enforcement Action” means, with respect to any Creditor and with respect to any Claim of such Creditor or any item of
Collateral in which such Creditor has or claims a security interest, lien, or right of offset, (i) any action, whether judicial or nonjudicial, to repossess, collect, offset, recoup, give notification to third parties with respect to, sell,
dispose of, foreclose upon, give notice of sale, disposition, or foreclosure with respect to, or obtain equitable or injunctive relief with respect to, such Claim or Collateral, (ii) any action in connection with any Insolvency Proceeding to
protect, defend, enforce or assert rights with respect to such Claim or Collateral, including without limitation filing and defending any proof of claim, opposing or joining in the opposition of any sale of assets or confirmation of a plan of
reorganization, or opposing or joining in the opposition of any proposed debtor-in-possession loan or use of cash collateral, and (iii) the filing of, or the joining in the filing of, an involuntary bankruptcy or insolvency proceeding against
any Obligor. 
 “Intellectual Property” means, collectively, all copyrights, copyright registrations and
applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto (collectively,
“Copyrights”), all patents and patent applications, including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations in part
thereof, all damages and payments for past or future infringements thereof and rights to sue therefor, and all rights corresponding thereto throughout the world and all income, royalties, damages and payments now or hereafter due and/or payable
under or with respect thereto (collectively, “Patents”), and all trade names, trademarks and service marks, logos, trademark and service mark registrations, and applications for trademark and service mark registrations,
including all renewals of trademark and service mark registrations, all rights to recover for all past, present and future infringements thereof and all rights to sue therefor, and all rights corresponding thereto throughout the world (collectively,
“Trademarks”), together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark, together with (a) all inventions,
processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses or user or other agreements granted to any Obligor with respect to any of the foregoing, in each case whether now or hereafter owned or used;
(c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-3 









 
engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) all field
repair data, sales data and other information relating to sales or service of products now or hereafter manufactured; (e) all accounting information and all media in which or on which any information or knowledge or data or records may be
recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (f) all licenses, consents, permits, variances, certifications and approvals of governmental agencies now or
hereafter held by any Obligor; and (g) all causes of action, claims and warranties now or hereafter owned or acquired by any Obligor in respect of any of the items listed above. 

“Junior Collateral” means, (i) in the case of [A/R Lender], all Common Collateral consisting of CRG Senior
Collateral and (ii) in the case of CRG, all Common Collateral consisting of A/R Facility Senior Collateral. 

“Obligor” means Borrower, each subsidiary thereof and each other person or entity that provides a guaranty of, or
collateral for, any Claim of any Creditor. 
 “Proceeds Sweep Period” means the period beginning on the later to
occur of (i) the occurrence of an event of default under any Creditor’s Credit Documents and (ii) receipt by the other Creditor of written notice from such Creditor of such event of default, and ending on the date on which such event
of default shall have been waived in writing by the Creditor issuing such notice. 
 “Senior Collateral” means,
(i) in the case of [A/R Lender], all A/R Facility Senior Collateral and (ii) in the case of CRG, all CRG Senior Collateral. 

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not
have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of New York. The following terms have the meanings given to them in the applicable UCC: “account”, “chattel paper”, “commodity
account”, “deposit account”, “document”, “equipment”, “general intangible”, “instrument”, “inventory”, “proceeds” and “securities account”. 

2. Lien Subordination. (a) Notwithstanding the respective dates of attachment or perfection of the security interests of CRG and the security
interests of [A/R Lender], or any contrary provision of the UCC, or any applicable law or decision, or the provisions of the Credit Documents, and irrespective of whether [A/R Lender] or CRG holds possession of all or any part of the Collateral,
(i) all now existing and hereafter arising security interests of [A/R Lender] in any A/R Facility Senior Collateral shall at all times be senior to the security interests of CRG in such A/R Facility Senior Collateral, and (ii) all now
existing and hereafter arising security interests of CRG in any CRG Senior Collateral shall at all times be senior to the security interests of [A/R Lender] in such CRG Senior Collateral. 

(b) Each Creditor hereby: 
 (i)
acknowledges and consents to (A) [Borrower][each Obligor] granting to the other Creditor a security interest in the Common Collateral of such other Creditor, (B) the 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-4 









 
other Creditor filing any and all financing statements and other documents as reasonably deemed necessary by the other Creditor in order to perfect its security interest in its Common Collateral,
and (C) [Borrower’s][each Obligor’s] entry into the Credit Documents to which the other Creditor is a party. 
 (ii)
acknowledges, agrees and covenants, notwithstanding Section 2(c) but subject to Section 5, that it shall not contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of the other
Creditor’s security interest in the Common Collateral, or the validity, priority or enforceability of the other Creditor’s Claim. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, [A/R Lender] shall
not file or join in any motion or pleading in connection with any Insolvency Proceeding or take any other action seeking to recharacterize any Intellectual Property, the proceeds thereof, or any other CRG Senior Collateral or proceeds thereof as A/R
Facility Senior Collateral. 
 (c) Subject to Section 2(b)(ii), the priorities provided for herein with respect to security
interests and liens are applicable only to the extent that such security interests and liens are enforceable, perfected and have not been avoided; if a security interest or lien is judicially determined to be unenforceable or unperfected or is
judicially avoided with respect to one or more Claims or any part thereof, the priorities provided for herein shall not be available to such security interest or lien to the extent that it is avoided or determined to be unenforceable. Nothing in
this Section 2(c) affects the operation of any turnover of payment provisions hereof, or of any other agreements among any of the parties hereto. 

3. Distribution of Proceeds of Common Collateral. (a) During each Proceeds Sweep Period, all proceeds including proceeds of any sale, exchange,
collection, or other disposition of: 
 (i) A/R Facility Senior Collateral shall be distributed first, to [A/R Lender], in an amount up to
the amount of [A/R Lender]’s Claim; then, to CRG, in an amount up to the amount of CRG’s Claim; 
 (ii) CRG Senior Collateral
shall be distributed first, to CRG, in an amount up to the amount of CRG’s Claim; then, to [A/R Lender], in an amount up to the amount of [A/R Lender]’s Claim. 

(b) In the event that, notwithstanding Section 3(a), either Creditor shall during any Proceeds Sweep Period receive any payment,
distribution, security or proceeds constituting its Junior Collateral prior to the indefeasible payment in full of the other Creditor’s Claims and termination of all commitments of the other Creditor under its Credit Documents, such Creditor
shall hold in trust, for such other Creditor, such payment, distribution, security or proceeds, and shall deliver to such other Creditor, in the form received (with any necessary endorsements or as a court of competent jurisdiction may otherwise
direct) such payment, distribution, security or proceeds for application to the other Creditor’s Claims in accordance with Section 3(a). 

(c) At all times other than during a Proceeds Sweep Period, all proceeds including proceeds of any sale, exchange, collection, or other
disposition of Collateral shall be distributed or applied, as applicable, in accordance with the CRG Documents and the A/R Facility 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-5 









 
Documents. 
 (d) Except as expressly set forth herein, nothing in this
Section 3 shall obligate either Creditor (i) to sell, exchange, collect or otherwise dispose of Collateral at any time, or (ii) to take any action in violation of any stay imposed in connection with any Insolvency Proceeding,
including without limitation the automatic stay in Section 362(a) of the Bankruptcy Code, nor shall either Creditor have any liability to the other arising from or in connection with such Creditor’s failure to take such action. 

4. Subordination of Remedies. Each Creditor (for purposes of this Section 4, the “Junior Creditor”) agrees, subject
to Section 5, that, (i) unless and until all Claims of the other Creditor (for purposes of this Section 4, the “Senior Creditor”) have been indefeasibly paid in full and all commitments of the
Senior Creditor under its Credit Documents have been terminated, or (ii) until the expiration of a period of 180 days from the date of notice of default under the Senior Creditor’s Credit Documents given by the Senior Creditor to the
Junior Creditor, whichever is earlier, and whether or not any Insolvency Proceeding has been commenced by or against any Obligor, the Junior Creditor shall not, without the prior written consent of the Senior Creditor, enforce, or attempt to
enforce, any rights or remedies under or with respect to any of such Junior Creditor’s Junior Collateral, including causing or compelling the pledge or delivery of such Junior Collateral, any attachment of, levy upon, execution against,
foreclosure upon or the taking of other action against or institution of other proceedings with respect to any such Junior Collateral, notifying any account debtors of any Obligor, asserting any claim or interest in any insurance with respect to
such Junior Collateral, or exercising any rights under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement with respect to such Junior Collateral, or institute or commence, or
join with any person or entity in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency Proceeding involving any Obligor), except
that notwithstanding the foregoing, at all times, including during a Proceeds Sweep Period, the Junior Creditor shall be able to exercise its rights under a lockbox agreement or an account control agreement with respect to any deposit account,
securities account or commodity account constituting Collateral, including its rights to freeze such account or exercise any rights of offset, provided that any distribution or withdrawal from such account shall be applied in accordance with
Section 3(a). 
 5. Insolvency Proceedings. (a) Rights Continue. In the event of any Obligor’s insolvency,
reorganization or any case, action or proceeding, commenced by or against such Obligor, under any bankruptcy or insolvency law or laws relating to the relief of debtors, including, without limitation, any voluntary or involuntary bankruptcy
(including any case commenced under the Bankruptcy Code), insolvency, receivership, liquidation, dissolution, winding-up or other similar statutory or common law proceeding or arrangement involving any Obligor, the readjustment of its liabilities,
any assignment for the benefit of its creditors, or any marshalling of its assets or liabilities (each, an “Insolvency Proceeding”), (i) this Agreement shall remain in full force and effect in accordance with
Section 510(a) of the United States Bankruptcy Code, and (ii) the Collateral shall include, without limitation, all Collateral arising during or after any such Insolvency Proceeding (which Collateral shall be subject to the priorities set
forth in this Agreement). 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-6 









 (b) Proof of Claim, Sales and Plans. At any meeting of creditors or in the event of any
Insolvency Proceeding, each Creditor shall retain the right to vote, file a proof of claim and otherwise act with respect to its Claims (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization,
arrangement, composition, or extension (a “Plan”)), provided that (i) neither Creditor shall initiate, prosecute or participate in any claim or action in such Insolvency Proceeding directly or indirectly challenging the
enforceability, validity, perfection or priority of the other’s Claims, this Agreement, the Credit Documents, or any liens securing the other Creditor’s Claims; and (ii) neither Creditor shall propose any Plan or file or join in any
motion or pleading in support of any motion or Plan or exercise any other voting rights unless such Plan provides for the treatment of the Creditors’ claims in accordance with the terms of Section 5(g) and otherwise consistent with
the terms of this Agreement, or that would otherwise impair the timely repayment of the other Creditor’s Claims in accordance with its terms or impair or impede any rights of the other Creditor. 

(c) Finance and Sale Issues. (i) If any Obligor shall be subject to any Insolvency Proceeding and a Creditor shall desire to
permit the use by such Obligor of cash collateral (as defined in Section 363(a) of the Bankruptcy Code, “Cash Collateral”) constituting such Creditor’s Senior Collateral or to permit any Obligor to obtain financing
(including on a priming basis with respect to such Creditor’s Senior Collateral), whether from such Creditor or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law (each, a
“Post-Petition Financing”), then the other Creditor agrees that it shall not oppose or raise any objection to or contest (or join with or support any third party opposing, objecting to or contesting), such use of Cash
Collateral or Post-Petition Financing and shall not request adequate protection or any other relief in connection therewith (except as specifically permitted under Section 5(e)); provided, however, that, notwithstanding the
foregoing, either Creditor shall be entitled to oppose, raise objection to, or contest (or join with or support any third party opposing, objecting to, or contesting) any such use of Cash Collateral or Post-Petition Financing if such proposed use of
Cash Collateral or Post-Petition Financing would result in any liens on such Creditor’s Senior Collateral to be subordinated to or pari passu with such Cash Collateral or Post-Petition Financing. 

(ii) Each Creditor agrees that it shall raise no objection to, oppose or contest (or join with or support any third party opposing, objecting
to or contesting), a sale, revesting or other disposition of any Collateral constituting its Junior Collateral free and clear of its liens or other Claims, whether under Sections 363 or 1141 of the Bankruptcy Code or other applicable law, if the
other Creditor has consented to such sale or disposition of such assets; provided, however, that, notwithstanding the foregoing and for the avoidance of doubt, either Creditor shall be entitled to oppose, raise objection to, or contest (or
join with or support any third party opposing, objecting to, or contesting) any sale, revesting or other disposition of any Collateral constituting its Senior Collateral free and clear of its liens or other Claims. 

(d) Relief from the Automatic Stay. Each Creditor agrees that, until the other Creditor’s Claims have been indefeasibly paid in
full, such Creditor shall not seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency Proceeding in respect of
its Junior Collateral without the prior written consent of such other Creditor. 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-7 









 (e) Adequate Protection. [A/R Lender] agrees that it shall not: 

(i) oppose, object to or contest (or join with or support any third party opposing, objecting to or contesting) (A) any request by CRG
for adequate protection in any Insolvency Proceeding (or any granting of such request), or (B) any objection by CRG to any motion, relief, action or proceeding based on such Senior Creditor claiming a lack of adequate protection; or 

(ii) seek or accept any form of adequate protection under any of Sections 362, 363 and/or 364 of the Bankruptcy Code with respect to the
Collateral, except to the extent that, in the sole discretion of CRG, the receipt by [A/R Lender] of any such adequate protection would not reduce (or would not have the effect of reducing) or adversely affect the adequate protection that CRG
otherwise would be entitled to receive, it being understood that, in any event, (y) no adequate protection shall be requested or accepted by [A/R Lender] unless CRG is satisfied in its sole discretion with the adequate protection afforded to
CRG, and (z) any such adequate protection is in the form of a replacement lien on the Obligors’ assets, which lien shall be subordinated to the liens securing CRG’s Claims (including any replacement liens granted in respect of
CRG’s Claims) and any Post-Petition Financing (and all obligations relating thereto) on the same basis as the other liens securing [A/R Lender]’s Claims are so subordinated to the liens securing CRG’s Claims as set forth in this
Agreement. 
 (f) Post-Petition Interest. Each Creditor shall not oppose or seek to challenge any claim by the other Creditor for
allowance in any Insolvency Proceeding of Claims consisting of post-petition interest, fees or expenses, provided that the treatment of such Claims are consistent with the Creditors’ relative priorities set forth in this Agreement. 

(g) Separate Class. Without limiting anything to the contrary contained herein or in the Credit Documents, each Creditor acknowledges
and agrees that (i) the grants of liens pursuant to the CRG Documents and the A/R Facility Documents constitute two separate and distinct grants of liens, and (ii) because of, among other things, their differing rights in the Collateral,
each Creditor’s Claims are fundamentally different from the other’s Claims and must be separately classified in any Plan proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the
immediately preceding sentence, if it is held that the respective Claims of the Creditors in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Creditor hereby
acknowledges and agrees (x) that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of the Collateral, and (y) to turn over to the other Creditor amounts
otherwise received or receivable by it in the manner described in Section 3(b) to the extent necessary to effectuate the intent of this sentence. 

(h) Waiver. Each Creditor waives any claim it may hereafter have against the other Creditor arising out of the election by such other
Creditor of the application to the claims of such other Creditor of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any Cash Collateral or Post-Petition Financing arrangement or out of any grant of a lien in connection with the
Collateral in any Insolvency Proceeding. 
 6. Notice of Default. Each Creditor shall give to the other prompt written notice of the


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-8 









 
occurrence of any default or event of default (which has not been promptly waived or cured) under any of its Credit Documents of which it has knowledge (and any subsequent cure or waiver thereof)
and shall, simultaneously with giving any notice of default or acceleration to Borrower, provide to the other Creditor a copy of such notice of default. [A/R Lender] acknowledges and agrees that any event of default under the A/R Facility Documents
shall be deemed to be an event of default under the CRG Documents. For the avoidance of doubt, nothing in this Section 6 shall obligate either Creditor to provide any notice in violation of any stay imposed in connection with any
Insolvency Proceeding, including without limitation the automatic stay in Section 362(a) of the Bankruptcy Code, nor shall either Creditor have any liability to the other arising from or in connection with such Creditor’s failure to take
such action. 
 7. Release of Liens. In the event of any private or public sale or other disposition, by or with the consent of any Creditor (for
purposes of this Section 7, the “Senior Creditor”), of all or any portion of such Creditor’s Senior Collateral, the other Creditor (for purposes of this Section 7, the “Junior
Creditor”) agrees that such sale or disposition shall be free and clear of such Junior Creditor’s liens, provided that such sale or disposition is made in accordance with the UCC or applicable provisions of the Bankruptcy Code,
including without limitation Sections 363(f) or 1141(c) of the Bankruptcy Code. The Junior Creditor agrees that, in connection with any such sale or other disposition, (i) the Senior Creditor is authorized to file any and all UCC and other
applicable lien releases and/or terminations in respect of the liens held by the Junior Creditor in connection with such a sale or other disposition, and (ii) it shall execute any and all lien releases or other documents reasonably requested by
the Senior Creditor in connection therewith. 
 8. Attorney-In-Fact. Until the CRG Claims have been fully paid in cash and CRG’s arrangements to
lend any funds to the Obligors have been terminated, [A/R Lender] irrevocably appoints CRG as [A/R Lender]’s attorney-in-fact, and grants to CRG a power of attorney with full power of substitution (which power of attorney is coupled with an
interest), in the name of [A/R Lender] or in the name of CRG, for the use and benefit of CRG, without notice to [A/R Lender], to perform at CRG’s option the following acts in any bankruptcy, insolvency or similar proceeding involving Borrower:

 (a) To file the appropriate claim or claims in respect of the [A/R Lender] Claims on behalf of [A/R Lender] if [A/R Lender] does not do
so prior to 30 days before the expiration of the time to file claims in such proceeding and if CRG elects, in its sole discretion, to file such claim or claims; and 

(b) To accept or reject any plan of reorganization or arrangement on behalf of [A/R Lender] and to otherwise vote [A/R Lender]’s claims
in respect of any [A/R Lender] Claim in any manner that CRG deems appropriate for the enforcement of its rights hereunder. 
 9. Agent for
Perfection. (a) [A/R Lender] acknowledges that applicable provisions of the UCC may require, in order to properly perfect CRG’s security interest in the Common Collateral securing the CRG Claims, that CRG possess certain of such Common
Collateral, and may require the execution of control agreements in favor of CRG concerning such Common Collateral. In order to help ensure that CRG’s security interest in such Common Collateral is


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-9 









 
properly perfected (but subject to and without waiving the other provisions of this Agreement), [A/R Lender] agrees to hold both for itself and, solely for the purposes of perfection and without
incurring any duties or obligations to CRG as a result thereof or with respect thereto, for the benefit of CRG, any such Common Collateral, and agrees that CRG’s lien in such Common Collateral shall be deemed perfected in accordance with
applicable law. 
 (b) CRG acknowledges that applicable provisions of the UCC may require, in order to properly perfect [A/R Lender]’s
security interest in the Common Collateral securing the [A/R Lender] Claims, that [A/R Lender] possess certain of such Common Collateral, and may require the execution of control agreements in favor of [A/R Lender] concerning such Common Collateral.
In order to help ensure that [A/R Lender]’s security interest in such Common Collateral is properly perfected (but subject to and without waiving the other provisions of this Agreement), CRG agrees to hold both for itself and, solely for the
purposes of perfection and without incurring any additional duties or obligations to [A/R Lender] as a result thereof or with respect thereto, for the benefit of [A/R Lender], any such Common Collateral, and agrees that [A/R Lender]’s lien in
such Common Collateral shall be deemed perfected in accordance with applicable law. 
 10. Credit Documents. (a) Each Creditor represents and
warrants that it has provided to the other true, correct and complete copies of all Credit Documents which relate to its credit agreement. 

(b) At any time and from time to time, without notice to the other Creditor, each Creditor may take such actions with respect to its Claims as
such Creditor, in its sole discretion, may deem appropriate, including, without limitation, terminating advances under its Credit Documents, increasing the principal amount, extending the time of payment, increasing applicable interest to the
default rate, renewing, compromising or otherwise amending the terms of any documents affecting its Claims and any Collateral therefor, and enforcing or failing to enforce any rights against Borrower or any other person, and no such action or
inaction described in this sentence shall impair or otherwise affect such Creditor’s rights hereunder; provided, however, that (i) neither Creditor shall take any action that is inconsistent with the provisions of this Agreement,
and (ii) [A/R Lender] shall not increase the portion of [A/R Lender]’s Claim consisting of principal to an amount in excess of $[        ] without the prior written consent of CRG. Each Creditor
waives the benefits, if any, of any statutory or common law rule that may permit a subordinating creditor to assert any defenses of a surety or guarantor, or that may give the subordinating creditor the right to require a senior creditor to marshal
assets, and each Creditor agrees that it shall not assert any such defenses or rights. 
 (c) Each Creditor agrees that any other Creditor
may release or refrain from enforcing its security interest in the Collateral, or permit the use or consumption of such Collateral by any Obligor free of the other Creditor’s security interest, without incurring any liability to any other
Creditor. 
 11. Waiver of Right to Require Marshaling. Each Creditor hereby expressly waives any right that it otherwise might have to require any
other Creditor to marshal assets or to resort to Collateral in any particular order or manner, whether provided for by common law or statute. No Creditor shall be required to enforce any guaranty or any security interest or lien given by any


  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-10 









 
person or entity as a condition precedent or concurrent to the taking of any Enforcement Action with respect to the Collateral. 

12. Representations and Warranties. Each Creditor represents and warrants to the other that: 

(a) all action on the part of such Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for the
authorization of this Agreement and the performance of all obligations of such Creditor hereunder has been taken; 
 (b) this Agreement
constitutes the legal, valid and binding obligation of such Creditor, enforceable against such Creditor in accordance with its terms; 
 (c)
the execution, delivery and performance of and compliance with this Agreement by such Creditor will not (i) result in any material violation or default of any term of any of such Creditor’s charter, formation or other organizational
documents (such as Articles or Certificate of Incorporation, bylaws, partnership agreement, operating agreement, etc.) or (ii) violate any material applicable law, rule or regulation. 

13. Disgorgement. (a) If, at any time after payment in full of the [A/R Lender] Claims any payments of the [A/R Lender] Claims must be disgorged
by [A/R Lender] for any reason (including, without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not
been made and CRG shall immediately pay over to [A/R Lender] all money or funds received or retained by CRG with respect to the CRG Claims to the extent that such receipt or retention would have been prohibited hereunder. 

(b) If, at any time after payment in full of the CRG Claims any payments of the CRG Claims must be disgorged by CRG for any reason (including,
without limitation, any Insolvency Proceeding), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and [A/R Lender] shall immediately
pay over to CRG all money or funds received or retained by [A/R Lender] with respect to the [A/R Lender] Claims to the extent that such receipt or retention would have been prohibited hereunder. 

14. Successors and Assigns. This Agreement shall bind any successors or assignees of each Creditor. This Agreement shall remain effective until all
Claims are indefeasibly paid or otherwise satisfied in full and Creditors have no commitment to extend credit under the Credit Documents. This Agreement is solely for the benefit of the Creditors and not for the benefit of Borrower or any other
party. Each Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of its Claims or any of its Credit Documents or any interest in any Common Collateral unless, prior to the consummation of any such action, the
transferee thereof shall execute and deliver to the other Creditor an agreement of such transferee to be bound hereby, or an agreement substantially identical to this Agreement providing for the continued subjection of such Claims, the interests of
the transferee in the Collateral and the remedies of the transferee with respect thereto as provided herein with respect to the transferring Creditor and for the continued effectiveness of all of the other rights of the other Creditor arising under
this 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-11 









 
Agreement, in each case in form satisfactory to the other Creditor. 
 15. Further Assurances.
Each Creditor hereby agrees to execute such documents and/or take such further action as the other Creditor may at any time or times reasonably request in order to carry out the provisions and intent of this Agreement, including, without limitation,
ratifications and confirmations of this Agreement from time to time hereafter, as and when requested by the other Creditor. 
 16. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

17. Governing Law; Waiver of Jury Trial. (a) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and
construed in accordance with, the law of the State of New York without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction. 

(b) EACH CREDITOR WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN. 
 18. Entire Agreement. This Agreement represents the entire agreement with respect to the subject matter hereof,
and supersedes all prior negotiations, agreements and commitments. Each Creditor is not relying on any representations by the other Creditor, Borrower or any other Obligor in entering into this Agreement, and each Creditor has kept and will continue
to keep itself fully apprised of the financial and other condition of each Obligor. This Agreement may be amended only by written instrument signed by the Creditors. 

19. Relationship among Creditors. The relationship among the Creditors is, and at all times shall remain solely that of Creditors. Creditors shall not
under any circumstances be construed to be partners or joint venturers of one another; nor shall the Creditors under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with one another, or to owe
any fiduciary duty to one another. Creditors do not undertake or assume any responsibility or duty to one another to select, review, inspect, supervise, pass judgment upon or otherwise inform each other of any matter in connection with any
Obligor’s property, any Collateral held by any Creditor or the operations of any Obligor. Each Creditor shall rely entirely on its own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or
supply of information undertaken or assumed by any Creditor in connection with such matters is solely for the protection of such Creditor. 
 20.
Severability. Any provision of this Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent such illegality, invalidity, prohibition or unenforceability
without invalidating or impairing the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 

21. Notices. All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in
writing and shall be delivered or sent by first-class mail, postage prepaid, or by overnight courier or messenger service or by 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-12 









 
facsimile, message confirmed, and shall be deemed to be effective for purposes of this Agreement on the day that delivery is made or refused. Unless otherwise specified in a notice mailed or
delivered in accordance with the foregoing sentence, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and facsimile numbers indicated on the
signature pages hereto. 
 [Signature pages follow.] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 


  
 Exhibit I-13 









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

			
	[A/R Lender]:
	
	[INSERT NAME OF A/R LENDER]
		
	By	 	  

	Name:	 	[                    ]
	Title:	 	[                    ]


  

			
	Address for Notices:
	
	[                    ]
	[                    ]
	[                    ]
	Tel:	 	[                    ]
	Email:	 	[                    ]


 [Signature Page 1 to Intercreditor Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










													
	CRG:	  	
	
	CAPITAL ROYALTY PARTNERS II L.P.
				
		  		  	By	 	 CAPITAL ROYALTY PARTNERS II GP L.P.,

its General Partner

						
		  		  		 	By	 	 CAPITAL ROYALTY PARTNERS II GP LLC,

its General Partner
	  	
							
		  		  		 		 	By	  	  
	  	
		  		  		 		 	Name:	  	Charles Tate	  	
		  		  		 		 	Title:	  	Sole Member	  	
		
	 CAPITAL ROYALTY PARTNERS II –

PARALLEL FUND “A” L.P.
	  	
					
		  		  	By	 	 CAPITAL ROYALTY PARTNERS II –

PARALLEL FUND “A” GP L.P.,

its General Partner
	  	
						
		  		  		 	By	 	 CAPITAL ROYALTY PARTNERS II –

PARALLEL FUND “A” GP LLC,

its General Partner
	  	
							
		  		  		 		 	By	  	  
	  	
		  		  		 		 	Name:	  	Charles Tate	  	
		  		  		 		 	Title:	  	Sole Member	  	
		
	CAPITAL ROYALTY PARTNERS II (CAYMAN) L.P.	  	
					
		  		  	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP L.P., its General Partner
	  	
						
		  		  		 	By	 	 CAPITAL ROYALTY PARTNERS II

(CAYMAN) GP LLC, its General Partner
	  	
							
		  		  		 		 	By	  	  
	  	
		  		  		 		 	Name:	  	Charles Tate	  	
		  		  		 		 	Title:	  	Sole Member	  	


													
					
		  		  	Witness:	 	  
	  	
		  		  	Name:	 		 		  		  	

 [Signature Page 2 to Intercreditor Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 










											
	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II L.P.

			
		  	By	  	 PARALLEL INVESTMENT
 OPPORTUNITIES
PARTNERS II GP L.P.,
 its General Partner

				
		  		  	By	  	 PARALLEL INVESTMENT OPPORTUNITIES

PARTNERS II GP LLC, its General Partner

						
		  		  		  	By	  	  
	  	
		  		  		  	Name:	  	Charles Tate	  	
		  		  		  	Title:	  	Sole Member	  	

  

					
	Address for Notices:	  	
	1000 Main Street, Suite 2500	  	
	Houston, TX 77002	  	
	Attn:	  	General Counsel	  	
	Tel.:	  	713.209.7350	  	
	Fax:	  	713.209.7351	  	
	Email:	  	adorenbaum@crglp.com	  	

 [Signature Page 3 to Intercreditor Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions. 









 Acknowledged and Agreed to: 
  

			
	BORROWER:
	
	VIEWRAY INCORPORATED
		
	By:	 	  

	Name:	 	[                    ]
	Title:	 	[                    ]
	
	Address for Notices:
	
	[                    ]
	[                    ]
	Attn:	 	[                    ]
	Tel.:	 	[                    ]
	Fax:	 	[                    ]
	Email:	 	[                    ]

 [Signature Page 4 to Intercreditor Agreement] 

  
 [***] Certain
information in this document has been omitted and filed separately with the Securities and Exchange Commission. 
 Confidential treatment has
been requested with respect to the omitted portions.