EX-10.8



 Exhibit 10.8 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this
“Agreement”) dated as of March 28, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314
(“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender
(each a “Lender” and collectively, the “Lenders”), and NEURONETICS, INC., a Delaware corporation with an office located at 3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (“Borrower”), provides
the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows: 
  

	1.	ACCOUNTING AND OTHER TERMS 

 1.1 Accounting terms not defined in this
Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other
terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars,
unless otherwise noted. 
  

	2.	LOANS AND TERMS OF PAYMENT 

 2.1 Promise to Pay. Borrower hereby
unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this
Agreement. 
 2.2 Term Loans. 

(a) Availability. 
 (i)
Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of Twenty Five Million Dollars ($25,000,000) according to each
Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After repayment,
no Term A Loan may be re-borrowed. 
 (ii) Subject to the terms and conditions of this Agreement,
the Lenders agree, severally and not jointly, during the Second Draw Period, to make term loans to Borrower in an aggregate amount of Five Million Dollars ($5,000,000) according to each Lender’s Term B Loan Commitment as set forth on
Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”). After repayment, no Term B Loan may be
re-borrowed. 
 (iii) Subject to the terms and conditions of this Agreement, the Lenders agree,
severally and not jointly, during the Third Draw Period, to make term loans to Borrower in an aggregate amount of Five Million Dollars ($5,000,000) according to each Lender’s Term C Loan Commitment as set forth on Schedule 1.1 hereto
(such term loans are hereinafter referred to singly as a “Term C Loan”, and collectively as the “Term C Loans”; each Term A Loan, Term B Loan or Term C Loan is hereinafter referred to singly as a “Term
Loan” and the Term A Loans, Term B Loans and Term C Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term C Loan may be re-borrowed. 

(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the
Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing on
the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
shall make consecutive equal monthly payments of principal, together with applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed
correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to
(i) thirty-six (36) months, if the Amortization Date is April 1, 2019 or (ii) twenty-four (24) months, if the Amortization Date is April 1, 2020. All unpaid principal and accrued
and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). 

(c) Mandatory Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment
date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding
(but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each
Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s). 
 (d) Permitted Prepayment
of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay
the Term Loans at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of
(A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable,
including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. 
 2.3 Payment of Interest
on the Credit Extensions. 
 (a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term
Loans shall accrue interest at a floating per annum rate, equal to the Basic Rate, which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing on and including
the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid in full. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest
at a floating per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent. 

(c) 360-Day Year. Interest shall be computed on the basis of a three hundred sixty
(360) day year, and the actual number of days elapsed. 
 (d) Debit of Accounts. Collateral Agent and each Lender may debit (or
ACH) any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such
debits (or ACH activity) shall not constitute a set-off. 
 (e) Payments. Except as
otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein.
Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When
a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off,
recoupment or counterclaim, in lawful money of the United States and in immediately available funds. 
 2.4 Secured Promissory
Notes. The Term Loans shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower
irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such
Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall
be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise
affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the
loss, theft, destruction, or mutilation of its Secured Promissory Note, and appropriate and reasonable indemnification by such Lender, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof
and of like tenor. 
 2.5 Fees. Borrower shall pay to Collateral Agent: 

(a) Final Payment. The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata
Shares; 
 (b) Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their
respective Pro Rata Shares; 
 (c) Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and
expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due; and 
 (d) Non-Utilization Fees. (i) If the Second Draw Period commences but terminates prior to the Term B Loans being made hereunder and Borrower has not made a borrowing request for such Term B Loans during the
Second Draw Period, a fully earned and non-refundable fee equal to One Hundred Thousand Dollars ($100,000.00) on the termination date of the Second Draw Period and (ii) if the Third Draw Period commences
but terminates prior to the Term C Loans being made hereunder and Borrower has not made a borrowing request for such Term C Loans during the Third Draw Period, a fully earned and non-refundable fee equal to
One Hundred Thousand Dollars ($100,000.00) on the termination date of the Third Draw Period. For the avoidance of doubt, in the event that (x) the First Revenue Event does not occur, the fees set forth in this Section 2.5(d)(i) shall not
be due and payable, and (y) the Second Revenue Event does not occur, the fees set forth in this Section 2.5(d)(ii) shall not be due and payable. 

2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction
for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto).
Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to the Lenders,
Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction,
each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority; provided, however, that
borrower shall not be required to make such increased payment to a Lender who is not a U.S. Person or who has not provided a duly executed original IRS Form W-9 certifying that such Lender is exempt from U.S.
federal backup withholding tax. Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved
against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement. 
  

	3.	CONDITIONS OF LOANS 

 3.1 Conditions Precedent to Initial Credit
Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each
Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: 

(a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; 

(b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; 

(c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; 

(d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or
equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty
(30) days prior to the Effective Date; 
 (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries; 

(f) the Annual Projections, for the current calendar year; 

(g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form
acceptable to Collateral Agent and the Lenders; 
 (h) certified copies, dated as of date no earlier than thirty (30) days prior to
the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted
Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (i) a landlord’s consent
executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; 
 (j) a bailee
waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00); 

(k) a duly executed legal opinion of counsel to Borrower dated as of the Effective Date; 

(l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full
force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; 

(m) a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto; 

(n) a payoff letter from Oxford in respect of Existing Indebtedness; 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (o) evidence that (i) the Liens securing the Existing Indebtedness will be terminated and
(ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or Control Agreements, have or will, concurrently with the initial Credit Extension, be terminated; 

(p) a subordination agreement, duly executed by each holder of Subordinated Debt, if any; and 

(q) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof. 

3.2 Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the
initial Credit Extension, is subject to the following conditions precedent: 
 (a) receipt by Collateral Agent of an executed Disbursement
Letter in the form of Exhibit B attached hereto; 
 (b) the representations and warranties in Section 5 hereof shall be true,
accurate and complete in all material respects on the date of the Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of
such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5
hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; 

(c) in such Lender’s sole discretion, there has not been any Material Adverse Change; 

(d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and
content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; 

(e) if such Credit Extension is for Term B Loans, evidence, reasonably satisfactory to Collateral Agent of the occurrence of the First
Revenue Event as determined at the end of the calendar month immediately preceding date of such Credit Extension for the twelve month period then ending; 

(f) if such Credit Extension is for Term C Loans, evidence, reasonably satisfactory to Collateral Agent of the occurrence of the Second
Revenue Event as determined at the end of the calendar month immediately preceding date of such Credit Extension for the twelve month period then ending; and 

(g) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof. 

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

3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan
set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 3.5 Business Days prior to the date the Term Loan is to be made. Together with any
such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on any
telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On each Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its
applicable Term Loan Commitment. 
  

	4.	CREATION OF SECURITY INTEREST 

 4.1 Grant of Security Interest.
Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of
the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all
times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a
commercial tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and
grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory
to Collateral Agent. 
 If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations
(other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has
terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. 

4.2 Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take
any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan
Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code. 

 

	5.	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants to Collateral
Agent and the Lenders as follows: 
 5.1 Due Organization, Authorization: Power and Authority. Borrower and each of its
Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any
jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement,
Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the
“Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of
each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate
accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s
and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and
each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and
(f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the
information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If
Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number
within five (5) Business Days of receiving such organizational identification number. 
 The execution, delivery and performance by
Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective
Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental
Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under
any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets
is bound in which such default could reasonably be expected to have a Material Adverse Change. 
 5.2 Collateral. 

(a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it
purports to grant a Lien under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment
accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given
Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein, except for Excluded Bank Accounts. The Accounts reflected in the Borrower’s financial statements or in any
certificate or schedule provided by Borrower to Lender are bonafide, existing obligations of Account Debtors. 
 (b) On the Effective Date,
and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One
Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. 

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

(d) Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of
all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or
such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or
any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender
within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). 
 5.3
Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible
Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than One Hundred Thousand Dollars ($100,000.00). 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 5.4 No Material Deterioration in Financial Condition; Financial Statements. All
consolidated financial statements for Borrower and its Subsidiaries delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the
consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements
submitted to any Lender. 
 5.5 Solvency. Borrower and each of its Subsidiaries is Solvent. 

5.6 Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under
Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding
company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor
any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used
by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of
its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently
conducted. 
 None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their
respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of
Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive
order or other Anti-Terrorism Law. 
 5.7 Investments. Neither Borrower nor any of its Subsidiaries owns any stock, shares,
partnership interests or other equity securities except for Permitted Investments. 
 5.8 Tax Returns and Payments; Pension
Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits
and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following
sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently
instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority
levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of
Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted
the 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
occurrence of any other event with respect to, any such plan which could reasonably be expected o result in any liability of Borrower or its Subsidiaries, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other Governmental Authority. 
 5.9 Use of Proceeds. Borrower shall use
the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. A portion of the
proceeds of the Term A Loans shall be used by Borrower to repay the Existing Indebtedness in full on the Effective Date. 
 5.10
Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or
other statement was made, taken together with all such written certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the
statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results
during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 
 5.11
Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar
qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers. 
  

	6.	AFFIRMATIVE COVENANTS 

 Borrower shall, and shall cause each of its Subsidiaries
to, do all of the following: 
 6.1 Government Compliance. 

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and
maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject,
the noncompliance with which could reasonably be expected to have a Material Adverse Change. 
 (b) Obtain and keep in full force and
effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for
the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries. 

6.2 Financial Statements, Reports, Certificates. 

(a) Deliver to each Lender: 

(i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and
consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;

 (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year or
within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting
firm acceptable to Collateral Agent in its reasonable discretion; 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no
later than ten (10) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which annual financial
projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to
herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after
such approval); 
 (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to
Borrower’s security holders or holders of Subordinated Debt in their capacities as such; 
 (v) in the event that Borrower becomes
subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, 
 (vi) prompt notice of any amendments of or
other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; 

(vii) any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; 

(viii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable
institution(s), 
 (ix) written notice to the Collateral Agent within five (5) days after any Key Person shall cease to be actively
engaged in the management of Borrower; and 
 (x) other information as reasonably requested by Collateral Agent or any Lender. 

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at
Borrower’s website address. 
 (b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i)
above but no later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer. 

(c) Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall
be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon
reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and
to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. 

6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances
between Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such Subsidiary’s, customary practices as they exist at the Effective Date. Borrower must promptly notify Collateral Agent and
the Lenders of all returns, recoveries, disputes and claims by customers that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00) individually or in the aggregate in any calendar year. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely
file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, and shall
deliver to Lenders, on demand, appropriate certificates attesting to such payments, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and pay all amounts necessary to fund all present pension,
profit sharing and deferred compensation plans in accordance with the terms of such plans. 
 6.5 Insurance. Keep
Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request.
Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss
payee and waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured
with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the
Collateral Agent, that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. At Collateral Agent’s request, Borrower shall deliver certified
copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations.
Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000.00) with respect to
any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced
or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest (subject to Permitted Liens
that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the
option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any
amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any
action under the policies Collateral Agent or such Lender deems prudent. 
 6.6 Operating Accounts. Except for Excluded Bank
Accounts: 
 (a) Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts with Comerica Bank or Silicon Valley Bank in
accounts which are subject to a Control Agreement in favor of Collateral Agent. 
 (b) Borrower shall provide Collateral Agent five
(5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Comerica Bank or Silicon Valley Bank. In addition, for each Collateral Account that Borrower or
any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other
appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement
may not be terminated without prior written consent of Collateral Agent. 
 (c) Neither Borrower nor any of its Subsidiaries shall maintain
any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). 
 (d) Notwithstanding anything
herein to the contrary, Borrower shall terminate its deposit account numbered *******675, maintained with Comerica Bank, on or before May 12, 2017 and provide evidence 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
of such termination (which must be reasonably acceptable to Collateral Agent) to Collateral Agent promptly following such termination. During the period commencing on the Effective Date and
ending with the termination of such deposit account, Borrower shall not make any deposits to such deposit account and the balance in such deposit account may not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). 

6.7 Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially
reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing upon obtaining knowledge of material
infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written
consent. 
 6.8 Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this
Agreement, make available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Collateral Agent or
any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to Borrower. 

6.9 Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders of any
litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand
Dollars ($100,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business
Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the
Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default. 

6.10 Performance To Plan. Borrower must achieve consolidated twelve months’ trailing revenues (as measured at the end of
each fiscal month) from the sale of its products and services related to its products of at least seventy-five percent (75.00%) of the target set forth for such twelve-month period in the Revenue Plan, as determined by Collateral Agent based upon
written evidence reasonably satisfactory to Collateral Agent. 
 The parties acknowledge that the Revenue Plan attached to this Agreement on
the Effective Date only covers fiscal months from January 2017 through December 2018. Borrower hereby covenants to deliver to Collateral Agent, on or before the thirty-first (31st) day of each
fiscal year of Borrower, an updated Revenue Plan that shall be in the same format as the Revenue Plan attached hereto on the Effective Date and shall also include revenue projections for each month of the then immediately following fiscal year;
provided, however, the aggregate consolidated projected revenue (from the sale of Borrower’s products and services related to Borrower’s products) for the then immediately following fiscal year included in such updated Revenue Plan shall
be equal to or greater than the aggregate consolidated projected revenue (from the sale of Borrower’s products and services related to Borrower’s products) for the then current fiscal year (as set forth in the Revenue Plan then in effect);
provided, further, that such updated Revenue Plan shall not amend any of the projections set forth in the Revenue Plan then in effect. Upon Collateral Agent’s receipt of such updated Revenue Plan, such updated Revenue Plan shall replace the
Revenue Plan then attached hereto and all references to “Revenue Plan” herein shall automatically become references to such updated Revenue Plan. 

For the purposes of compliance with this Section 6.10, Revenue Plan is distinct and independent from Annual Projections. 

6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends
to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such
Subsidiary will provide prior written notice to the Collateral Agent and, in the 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
event that the Collateral at any new location is valued in excess of One Hundred Thousand ($100,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee
waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

 6.12 Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any
Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each
such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of
such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock,
units or other evidence of ownership of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by
Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in
and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the stock,
units or other evidence of ownership of such Foreign Subsidiary if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a
perfected security interest in more than sixty-five percent (65%) of the stock, units or other evidence of ownership would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. 

6.13 Further Assurances. 

(a) Execute any further instruments and take further action as Collateral Agent reasonably requests to perfect or continue Collateral
Agent’s Lien in the Collateral or to effect the purposes of this Agreement. 
 (b) Deliver to Collateral Agent and Lenders, within
five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the
Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change. 
  

	7.	NEGATIVE COVENANTS 

 Borrower shall not, and shall not permit any of its
Subsidiaries to, do any of the following without the prior written consent of the Required Lenders: 
 7.1 Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the
ordinary course of business; (b) of worn out or obsolete Equipment; and (c) in connection with Permitted Liens, Permitted Investments and Permitted Licenses. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) enter into any transaction or series of related transactions in which the
stockholders of Borrower who were not stockholders immediately prior to the first such transaction own fifty percent (50%) or more of the voting stock of Borrower immediately after giving effect to such transaction or related series of such
transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors
prior to the closing of the transaction). Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or
business locations contain less than One Hundred Thousand Dollars ($100,000.00) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational structure or type,
(D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person. A Subsidiary may merge or consolidate into
another Subsidiary (provided such surviving Subsidiary is a “co-Borrower” hereunder or has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided
Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom. 

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

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.

 7.7 Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make
any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than (i) repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans,
director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year and (ii) payments of cash in lieu issuing fractional shares
upon the conversion of Borrower’s subordinated convertible debt, provided, however, that the aggregate amount of such payments does not exceed Fifty Thousand Dollars ($50,000.00)) or (b) directly or indirectly make any Investment other
than Permitted Investments, or permit any of its Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or
indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon
fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) Subordinated Debt or
equity investments by Borrower’s investors in Borrower or its Subsidiaries. 
 7.9 Subordinated Debt. (a) Make or
permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the
Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders. 

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under
the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the
proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, or permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards
Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit
partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other Governmental Authority. 
 7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies
Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that
identifies Borrower and each of its Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to
identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents,
instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate
of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money
laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked
Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or
interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. 
  

	8.	EVENTS OF DEFAULT 

 Any one of the following shall constitute an event of default
(an “Event of Default”) under this Agreement: 
 8.1 Payment Default. Borrower fails to (a) make any
payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not
apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during
the cure period); 
 8.2 Covenant Default. 

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports,
Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Performance To Plan), 6.11 (Landlord Waivers; Bailee Waivers) or 6.12
(Creation/Acquisition of Subsidiaries) or Borrower violates any covenant in Section 7; or 
 (b) Borrower, or any of its Subsidiaries,
fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in Section 8) under such other term,
provision, condition, covenant or agreement that can be cured, has failed to cure the default within twenty (20) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the twenty
(20) day period or cannot after diligent attempts by Borrower be cured within such twenty (20) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in
any case exceed forty (40) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period).
Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above; 

8.3 Material Adverse Change. A Material Adverse Change occurs; 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 8.4 Attachment; Levy; Restraint on Business. 

(a) ((i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any
entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of
lien, levy, or assessment is filed against Borrower or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence
thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and 

(b) (i) any material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into
possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from conducting any part of its business; 

8.5 Insolvency. (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its
Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while
Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed); 
 8.6 Other Agreements. There
is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an
amount in excess of One Hundred Thousand Dollars ($100,000.00) or that could reasonably be expected to have a Material Adverse Change; 

8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the
aggregate, of at least One Hundred Thousand Dollars ($100,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and
shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree); 

8.8 Misrepresentations. Borrower or any of its Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes
any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or Lenders or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan
Document, and such representation, warranty, or other statement is incorrect in any material respect when made; 
 8.9
Subordinated Debt. A default or breach occurs under any agreement governing obligations of the Borrower or any of its Subsidiaries that have been subordinated to the obligations of Borrower hereunder pursuant to a subordination,
intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement; 

8.10 Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse
manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material
Adverse Change; or 
 8.11 Lien Priority. Any Lien created hereunder or by any other Loan Document shall at any time fail to
constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral
Agent’s Lien. 
  

	9.	RIGHTS AND REMEDIES 

 9.1 Rights and Remedies. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may,
and at the written direction of Required Lenders shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due
and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the
obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in
Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be
immediately terminated without any action by Collateral Agent or the Lenders). 
 (b) Without limiting the rights of Collateral Agent and
the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at the written direction of the Required Lenders, without notice or demand, to do any or
all of the following: 
 (i) foreclose upon and/or sell or otherwise liquidate, the Collateral; 

(ii) apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or
(b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or 

(iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding. 

(c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and
during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following: 

(i) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers
advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account; 

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

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (vi) appoint a receiver to seize, manage and realize any of the Collateral, and such receiver
shall have any right and authority as any competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; and 

(vii) subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan
Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to
exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent
Circumstance” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as, without
limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or
which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral. 

9.2 Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of
payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly
with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security
interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code
or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on
any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations)
have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact,
and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’
obligation to provide Credit Extensions terminates. 
 9.3 Protective Payments. If Borrower or any of its Subsidiaries fail to
obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other Loan Document, Collateral Agent
may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make
reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an
agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default. 
 9.4 Application of
Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any
and all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders
on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application
by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including
any interest which, but for 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or
obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may
direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a
payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any
right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other
Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender
receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of
scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment
or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall
be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be
returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such
Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein. 

9.5 Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the
safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or
damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

9.6 No Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict
performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No
waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under
this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right
or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or
acquiescence. 
 9.7 Demand Waiver. Borrower waives, to the fullest extent permitted by law, demand, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any
Lender on which Borrower or any Subsidiary is liable. 
  

	10.	NOTICES 

 All notices, consents, requests, approvals, demands, or other
communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of
actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission;
(c) one (1) Business Day after deposit 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to
the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this
Section 10. 
  

			
	If to Borrower:	 	 NEURONETICS, INC.
 3222 Phoenixville Pike

Malvern, Pennsylvania 19355
Attn: Mark Bausinger
 Fax: (610) 640-4206
 Email: MBausinger@neuronetics.com

		
	with a copy (which shall not constitute notice) to:	 	 Pepper Hamilton LLP
3000 Two Logan Square

Eighteenth and Arch Streets
Philadelphia , Pennsylvania 19103
Attn: J. Bradley Boericke, Esq.

Fax: (215) 981-4750

Email: boerickej@pepperlaw.com

		
	If to Collateral Agent:	 	 OXFORD FINANCE LLC
 133 North Fairfax
Street
Alexandria, Virginia 22314
Attention: Legal Department
Fax: (703) 519-5225
 Email:
LegalDepartment@oxfordfinance.com

		
	with a copy (which shall not constitute notice) to:	 	 Greenberg Traurig, LLP
One International Place
Boston, MA 02110

Attn: Jonathan Bell, Esq.
Fax: (617) 310-6001

Email: bellj@gtlaw.com


  

	11.	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER 

 New York law governs the Loan Documents without
regard to principles of conflicts of law. Borrower, Lenders and Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in the City of New York, Borough of Manhattan. NOTWITHSTANDING THE FOREGOING, COLLATERAL AGENT
AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH COLLATERAL AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY
OR APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS AGAINST BORROWER OR ITS PROPERTY. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit
commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is
deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or
certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of
Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, first class, registered or certified mail return receipt requested, proper postage prepaid. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, COLLATERAL AGENT, AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A
MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
  

	12.	GENERAL PROVISIONS 

 12.1 Successors and Assigns. This Agreement
binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written
consent (which may be granted or withheld in Collateral Agent’s and each Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge,
negotiate, or grant participation in (any such sale, transfer, assignment, negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits
under this Agreement and the other Loan Documents; provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and
the other Loan Documents shall require the prior written consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with
such Lender in connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable
parties thereto, and shall have received such other information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of
Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a 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 a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person
which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. 

12.2 Indemnification. Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective
directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and
liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or
Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and Borrower
(including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Borrower hereby further indemnifies, defends and holds each
Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and
disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including
any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than
any broker retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the
transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused
by such Indemnified Person’s gross negligence or willful misconduct. 
 12.3 Time of Essence. Time is of the essence for
the performance of all Obligations in this Agreement. 
 12.4 Severability of Provisions. Each provision of this Agreement is
severable from every other provision in determining the enforceability of any provision. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 12.5 Correction of Loan Documents. Collateral Agent and the Lenders may correct
patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties. 

12.6 Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower,
Collateral Agent and the Required Lenders provided that: 
 (i) no such amendment, waiver or other modification that would have the effect
of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; 

(ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without
Collateral Agent’s written consent or signature; 
 (iii) no such amendment, waiver or other modification shall, unless signed by all
the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to
any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination
of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any
material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations
with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive
or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by
Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted
pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of
any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.10. It is hereby understood and
agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; 

(iv) the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement
among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders. 

(b) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or
agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. 

12.7 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.8
Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any
other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions
in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 12.9 Confidentiality. In handling any confidential information of Borrower, the
Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the
Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to
such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall,
except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law,
regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising
remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no
less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or
Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know
that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and
market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties,
and negotiations between the parties about the subject matter of this Section 12.9. 
 12.10 Right of Set Off. Borrower
hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all
deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent
affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any
liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

12.11 Cooperation of Borrower. If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory
Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s management available to meet with Collateral Agent and
prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist
Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of
Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has
been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into
this Agreement. 
  

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 










	13.	DEFINITIONS 

 13.1 Definitions. As used in this Agreement, the
following terms have the following meanings: 
 “Account” is any “account” as defined in the Code and includes,
without limitation, all accounts receivable and other sums owing to Borrower. 
 “Account Debtor” is any “account
debtor” as defined in the Code. 
 “Affiliate” of any Person is a Person that owns or controls directly or indirectly
the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that
Person’s managers and members. 
 “Agreement” is defined in the preamble hereof. 

“Amortization Date” is (i) April 1, 2019, if either the Term B Loans are not made hereunder or the Second Revenue
I/O Extension Event does not occur, and (ii) April 1, 2020 if the Term B Loans are made hereunder and the Second Revenue I/O Extension Event occurs. 

“Annual Projections” is defined in Section 6.2(a). 

“Anti-Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224
(effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. 

“Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for
any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person
(other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender. 

“Approved Lender” is defined in Section 12.1. 

“Basic Rate” is with respect to the Term Loan, the per annum rate of interest (based on a year of three hundred sixty
(360) days) equal to the greater of (a) Eight and Fifteen Hundredths percent (8.15%) and (b) the sum of (i) the greater of (A) the thirty (30) day U.S. LIBOR reported in The Wall Street Journal on the last
Business Day of the month that immediately precedes the month in which the interest will accrue and (B) Seventy-Seven Hundredths percent (0.77%), plus (ii) Seven and Thirty-Eight Hundredths percent (7.38%). Notwithstanding
the foregoing, the Basic Rate for the Term Loan for the period from the Effective Date through and including March 31, 2017 shall be Eight and fifteen hundredths percent (8.15%). 

“Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is
prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or
(e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list. 

“Borrower” is defined in the preamble hereof. 

“Borrower’s Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal,
and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “Business Day” is any day that is not a Saturday, Sunday or a day on which
Collateral Agent is closed. 
 “Cash Equivalents” are (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the
highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate
of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent, and (d) shares of any money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under
the Investment Company Act of 1940, as amended, and (ii) are rated at least AA by S&P or Aa by Moody’s. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or
purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be
conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does
not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership
interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds, with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction rate
security (each, an “Auction Rate Security”). 
 “Claims” are defined in Section 12.2. 

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

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

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained
by Borrower or any Subsidiary at any time. 
 “Collateral Agent” is, Oxford, not in its individual capacity, but solely in
its capacity as agent on behalf of and for the benefit of the Lenders. 
 “Commitment Percentage” is set forth in
Schedule 1.1, as amended from time to time. 
 “Commodity Account” is any “commodity account” as defined
in the Code with such additions to such term as may hereafter be made. 
 “Communication” is defined in Section 10.

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

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for
(a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly
liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or
arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a
Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but
the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 
 “Control
Agreement” is any control agreement entered into among the depository institution at which Borrower or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of
its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such
Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights” are any and all copyright rights, copyright
applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s
benefit. 
 “Default Rate” is defined in Section 2.3(b). 

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter
be made. 
 “Designated Deposit Account” is Borrower’s deposit account, account number 3300388491, maintained with
Silicon Valley Bank. 
 “Disbursement Letter” is that certain form attached hereto as Exhibit B. 

“Dollars,” “dollars” and “$” each mean lawful money of the United States. 

“Effective Date” is defined in the preamble of this Agreement. 

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any
commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of
its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating
of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through (iv), which, through
its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes (provided, however, that any Lender who is not a U.S. Person shall provide to Borrower such documentation (including an
applicable form IRS W-8 or successor form) as is required to establish such Lender’s exemption from U.S. withholding tax (including any documentation required pursuant to the Foreign Account Tax
Compliance Act or “FATCA”)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or
Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request
of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 
transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitization
transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment
under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective assignment
agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as Collateral
Agent reasonably shall require. 
 “Equipment” is all “equipment” as defined in the Code, and includes without
limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Excluded Bank Accounts” means all deposit accounts exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates. 

“Existing Indebtedness” is the indebtedness of Borrower under the Existing Loan Agreement in the aggregate principal
outstanding amount as of the Effective Date of approximately Twenty Million Dollars ($20,000,000.00), and other payment obligations of the Borrower under the Existing Loan Agreement. 

“Existing Loan Agreement” is that certain Loan and Security Agreement by and among Oxford, Collateral Agent, the lenders
party thereto from time to time and Borrower, dated as of February 18, 2014, as amended from time to time. 
 “Event of
Default” is defined in Section 8. 
 “Final Payment” is a payment (in addition to and not a substitution for
the regular monthly payments of principal plus accrued interest) due with respect to a Term Loan on the earliest to occur of (a) the Maturity Date for such Term Loan, or (b) the acceleration of such Term Loan, or (c) the prepayment of
such Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares. 

“Final Payment Percentage” is, (a) with respect to Term A Loans, (i) Eight percent (8.00%), if the Amortization
Date is April 1, 2019 and (ii) Eight and One-Half percent (8.50%), if the Amortization Date is April 1, 2020; (b) with respect to Term B Loans, (i) Seven percent (7.00%), if the
Amortization Date is April 1, 2019 and (ii) Seven and One-Half percent (7.50%), if the Amortization Date is April 1, 2020; and (c) with respect to Term C Loans, (i) Six and One-Half percent (6.50%), if the Amortization Date is April 1, 2019 and (ii) Seven percent (7.00%), if the Amortization Date is April 1, 2020. 

“First Revenue Event” is the achievement by Borrower after the Effective Date of consolidated twelve months’ trailing
revenues from the sale of its products and services related to its products of at least Thirty-Five Million Dollars ($35,000,000), as determined by Collateral Agent (based upon written evidence satisfactory to Collateral Agent) at the end of any
fiscal month of Borrower. 
 “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower
which shall be a Business Day. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession in the United States, which are applicable to the circumstances as of the date of determination. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “General Intangibles” are all “general intangibles” as defined in the
Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and
derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to
unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits,
options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business
interruption insurance), payments of insurance and rights to payment of any kind. 
 “Governmental Approval” is any
consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

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

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated,
modified or otherwise supplemented. 
 “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of
property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent
Obligations. 
 “Indemnified Person” is defined in Section 12.2. 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other
bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 

“Insolvent” means not Solvent. 

“Intellectual Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the
following: 
 (a) its Copyrights, Trademarks and Patents; 

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

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

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

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

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









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

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities),
and any loan, advance, payment or capital contribution to any Person. 
 “Key Person” is each of Borrower’s
(i) Chief Executive Officer, who is Chris Thatcher as of the Effective Date, (ii) Chief Financial Officer, who is Mark Bausinger as of the Effective Date and (iii) Chief Medical Officer, who is Mark Demitrack as of the Effective Date.

 “Lender” is any one of the Lenders. 

“Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement
pursuant to Section 12.1. 
 “Lenders’ Expenses” are all audit fees and expenses, costs, and expenses (including
reasonable attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents
(including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents. 

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind,
whether voluntarily incurred or arising by operation of law or otherwise against any property. 
 “Loan Documents” are,
collectively, this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the Post Closing Letter, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other
Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified.

 “Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s
Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower or any Subsidiary; or (c) a material impairment of the prospect of
repayment of any portion of the Obligations. 
 “Maturity Date” is March 1, 2022. 

“Obligations” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses,
the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or
otherwise, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties
under the Loan Documents (other than the Warrants). 
 “OFAC” is the U.S. Department of Treasury Office of Foreign Assets
Control. 
 “OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC
pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable
Executive Orders. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “Operating Documents” are, for any Person, such Person’s formation
documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a
corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar
agreement), each of the foregoing with all current amendments or modifications thereto. 
 “Patents” means all patents,
patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of
the same. 
 “Payment Date” is the first (1st) calendar day of each calendar month, commencing on May 1, 2017. 

“Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1. 

“Permitted Indebtedness” is: 

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

(b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s); 

(c) Subordinated Debt; 
 (d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness consisting of capitalized lease
obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate
outstanding principal amount of all such Indebtedness does not exceed One Hundred Thousand Dollars ($100,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the
property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); 

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

(g) Unsecured Indebtedness in an aggregate amount not to exceed $250,000 at any time incurred under insurance premium financing in the
ordinary course of business; 
 (h) Indebtedness in an aggregate amount not to exceed $250,000 incurred under a standby letter of credit
issued on Borrower’s behalf in favor of Borrower’s landlord; and 
 (i) extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its
Subsidiary, as the case may be. 
 “Permitted Investments” are: 

(a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date; 

(b) (i) Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as
amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent; 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (c) Investments consisting of the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of Borrower; 
 (d) Investments consisting of Deposit Accounts in which
Collateral Agent has a perfected security interest; 
 (e) Investments in connection with Transfers permitted by Section 7.1; 

(f) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary
course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of
Directors; not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate for (i) and (ii) in any fiscal year; 
 (g)
Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary
course of business; 
 (h) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers
and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary; and 

(i) Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($250,000)
in the aggregate in any fiscal year. 
 “Permitted Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, (B) licenses of intellectual property embedded in the Borrower’s products and licensed in conjunction with their sale and use
in the ordinary course of business, and (C) other non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course
of business, provided, that, with respect to each such license described in clause (C), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms
of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or
otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and
the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal
transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties,
milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement. 

“Permitted Liens” are: 

(a) Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan
Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or
(ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations adopted thereunder (Liens set forth in this clause (b) may have priority over Collateral Agent’s Lien if they have priority over Collateral Agent’s Lien under applicable law); 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 (c) liens securing Indebtedness permitted under clause (e) of the definition of
“Permitted Indebtedness,” provided that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition, lease, repair, improvement or
construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs,
financed by such Indebtedness (Liens set forth in this clause (c) may have priority over Collateral Agent’s Lien if they have priority over Collateral Agent’s Lien under applicable law); 

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so
long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Twenty Five Thousand Dollars ($25,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good
faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto (Liens set forth in this clause (d) may have priority over Collateral Agent’s Lien if they have
priority over Collateral Agent’s Lien under applicable law); 
 (e) Liens to secure payment of workers’ compensation, employment
insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA) (Liens set forth in this clause (e) may have
priority over Collateral Agent’s Lien if they have priority over Collateral Agent’s Lien under applicable law); 
 (f) Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the
principal amount of the indebtedness may not increase; 
 (g) leases or subleases of real property granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other
than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit
granting Collateral Agent or any Lender a security interest therein; 
 (h) banker’s liens, rights of setoff and Liens in favor of
financial institutions incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and
provided such accounts are maintained in compliance with Section 6.6(b) hereof; 
 (i) Liens arising from judgments, decrees or
attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7; 
 (j) deposits with landlords to secure
performance of lease obligations, or to secure letters of credit in favor of landlords, not exceeding $250,000 in the aggregate at any given time; and 

(k) Liens consisting of Permitted Licenses. 

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

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior
to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to: 

(i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of
such Term Loan, three percent (3.00%) of the principal amount of such Term Loan prepaid; 
 (ii) for a prepayment made after the date which
is the first anniversary of the Funding Date of such Term Loan and through and including the date which is twenty-four (24) months immediately after the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of the Term
Loans prepaid; and 
 (iii) for a prepayment made after the date which is twenty-four (24) months immediately after the Funding Date
of such Term Loan through and including the date that is immediately prior to the Maturity Date for such Term Loan, one percent (1.00%) of the Term Loans prepaid. 

“Post Closing Letter” is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and
Borrower. 
 “Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as
a decimal, rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans. 

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such term
as may hereafter be made. 
 “Required Lenders” means (i) for so long as all of the Persons that are Lenders on the
Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of the Term Loan, or
(ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term Loan and, in respect of
this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or
transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the
occurrence of a default, event of default or similar occurrence with respect to such financing. 
 “Requirement of Law” is
as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any of its property is subject. 
 “Responsible
Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone. 
 “Revenue
Plan” is the revenue plan provided by Borrower to Collateral Agent and attached hereto as Exhibit E, as updated annually in accordance with Section 6.10. 

“Second Draw Period” is the period commencing on the later of October 1, 2017 and the date of the first occurrence of
the First Revenue Event, and ending on the earlier of (i) December 31, 2017 and (ii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on October 1, 2017 an Event of
Default has occurred and is continuing. Any Credit Extension during the Second Draw Period will be subject to, among other applicable conditions set forth in this Agreement, the occurrence of First Revenue Event, as determined at the end of the
calendar month immediately preceding date of such Credit Extension for the twelve month period then ending. 
 “Second Revenue
Event” is the achievement by Borrower, for the first time during the fiscal year 2018, of consolidated twelve months’ trailing revenues from the sale of its products and services related to its products of at least Forty Five Million
Dollars ($45,000,000), as determined by Collateral Agent (based upon written evidence satisfactory to Collateral Agent) at the end of any fiscal month of Borrower during fiscal year 2018. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “Second Revenue I/O Extension Event” is the achievement by Borrower of
consolidated twelve months’ revenues, for the fiscal year 2018, from the sale of its products and services related to its products, of at least Forty Five Million Dollars ($45,000,000), as determined by Collateral Agent (based upon written
evidence satisfactory to Collateral Agent) no later than March 15, 2019. 
 “Secured Promissory Note” is defined in
Section 2.4. 
 “Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding
Obligations owed by Borrower to Lender and credits made thereto. 
 “Securities Account” is any “securities
account” as defined in the Code with such additions to such term as may hereafter be made. 
 “Solvent” is, with
respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital
after the transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature. 

“Subordinated Debt” is indebtedness incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of
Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or
any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders. 
 “Subsidiary”
is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or
through one or more intermediaries. 
 “Term Loan” is defined in Section 2.2(a)(iii) hereof. 

“Term A Loan” is defined in Section 2.2(a)(i) hereof. 

“Term B Loan” is defined in Section 2.2(a)(ii) hereof. 

“Term C Loan” is defined in Section 2.2(a)(iii) hereof. 

“Term Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount
shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders. 

“Third Draw Period” is the period commencing on the occurrence of the Second Revenue Event and ending on the earliest of
(i) December 31, 2018, (ii) the date that is sixty (60) days immediately following the occurrence of the Second Revenue Event, and (iii) the occurrence of an Event of Default; provided, however, that the Third Draw Period shall
not commence if at the time of the occurrence of the Second Revenue Event an Event of Default has occurred and is continuing. Any Credit Extension during the Third Draw Period will be subject to, among other applicable conditions set forth in this
Agreement, the occurrence of the Second Revenue Event, as determined at the end of the calendar month immediately preceding date of such Credit Extension for the twelve month period then ending. 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 “Transfer” is defined in Section 7.1. 

“U.S. Person” means any person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended 
 “Warrants” are those certain Warrants to Purchase Stock dated as of the
Effective Date, or any date thereafter, issued by Borrower in favor of each Lender or such Lender’s Affiliates. 
 [Balance of
Page Intentionally Left Blank] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









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

			
	NEURONETICS, INC.
		
	By:	 	 /s/ Christopher A. Thatcher

		
	Name:	 	  

		
	Title:	 	  


 COLLATERAL AGENT AND LENDER: 

OXFORD FINANCE LLC 
  

			
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  


 [Signature page to Loan and Security Agreement] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









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

 

			
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  


 COLLATERAL AGENT AND LENDER: 

OXFORD FINANCE LLC 
  

			
	By:	 	 /s/ T.A. Lex

		
	Name:	 	 T.A. Lex

		
	Title:	 	 COO


 [Signature page to Loan and Security Agreement] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 SCHEDULE 1.1 

Lenders and Commitments 

Term A Loans 
 [*] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT A 

Description of Collateral 
 The
Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 
 All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments
(including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced
by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall
include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such
Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral
Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of
capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and
existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (iii) Excluded Bank Accounts; (v) any property that is subject to a lien securing purchase money indebtedness or a capital lease obligation permitted under
the Loan Documents, to the extent and for so long as the documents relation thereto would not permit such property to be subject to the liens created hereunder; and (vi) any license or contract, in each case if the granting of a Lien in such
license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent
that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of
Division 9 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent
hereunder and become part of the “Collateral.” 
 Pursuant to the terms of a certain negative pledge arrangement with Collateral
Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property. 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT B 

Form of Disbursement Letter 

[see attached] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 DISBURSEMENT LETTER 

[DATE] 
 The undersigned, being the duly elected
and acting                      of NEURONETICS, a Delaware corporation with offices located at 3222 Phoenixville Pike, Malvern, PA 10355
(“Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and
Security Agreement dated as of March [    ], 2017, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the
meanings ascribed thereto in the Loan Agreement) that: 
 1. The representations and warranties made by Borrower in Section 5 of the
Loan Agreement and in the other Loan Documents are true, accurate and complete in all material respects as of the date hereof; provided, however, that such materiality qualifier is not applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date are true, accurate and complete in all material respects as of such specific date.

 2. As of the date hereof, no Event of Default has occurred and is continuing or will result from the making of the Loan to be made on or
about the date hereof. 
 3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan
Agreement. 
 4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the
date hereof have been satisfied or waived by Collateral Agent. 
 5. No Material Adverse Change has occurred. 

6. The undersigned is a Responsible Officer. 

[Balance of Page Intentionally Left Blank] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 7. The proceeds of the Term [A][B][C] Loan shall be disbursed as follows: 

 

					
	Disbursement from Oxford:	  	 	 
	 Loan Amount
	  	$	            	 
		
	 Less:
	  			
	 [--Existing Debt Payoff to be remitted to Oxford per the Payoff Letter dated [DATE]
	  	($	)	] 
	 [--Interim Interest
	  	($	)	] 
	 [--Lender’s Legal Fees
	  	($	)	* 
		
	 Net Proceeds due from Oxford:
	  	$		 
		
	 TOTAL TERM [A][B][C] LOAN NET PROCEEDS FROM LENDERS
	  	$		 

 8. The [Term A Loan][Term B Loan][Term C Loan] shall amortize in accordance with the Amortization Table
attached hereto. 
 9. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows: 

 

									
		 	Account Name:	 		    	NEURONETICS, INC.	    	
		 	Bank Name:	 		    	[                    ]	    	
		 	Bank Address:	 		    	[                    ]	    	
		 	Account Number:	 		    	  
	    	
		 	  
 ABA Number:
	 		    	[                    ]	    	

 [Balance of Page Intentionally Left Blank] 

 

	*	Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing. 


  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 Dated as of the date first set forth above. 

BORROWER: 
 NEURONETICS, INC. 

By:                         
                                        
                

Name:                         
                                         
          

Title:                         
                                         
            
 COLLATERAL AGENT AND LENDER: 

OXFORD FINANCE LLC 
 By:
                                         
                                       

Name:                         
                                         
          

Title:                         
                                         
            

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 AMORTIZATION TABLE 

(Term [A][B][C] Loan) 
 [see
attached] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT C 

Compliance Certificate 
 TO:
                  OXFORD FINANCE LLC, as Collateral Agent and Lender 

FROM:             NEURONETICS, INC. 

The undersigned authorized officer (“Officer”) of NEURONETICS, INC. (“Borrower”), hereby certifies that in accordance with
the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise defined herein
shall have the meanings given them in the Loan Agreement), 
 (a) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below; 

(b) There are no Events of Default, except as noted below; 

(c) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material
respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date. 

(d) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of
Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan
Agreement; 
 (e) No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll
or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders. 
 Attached are the required documents,
if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from
one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit
adjustments as to the interim financial statements. 
 Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or
N/A under “Complies” column. 
  

									
	 	  	Reporting Covenant	  	Requirement	  	Actual	  	Complies
					
	 1)
	  	 Financial statements
	  	 Monthly within 30 days
	  		  	Yes      No        N/A
					
	 2)
	  	 Annual (CPA Audited)

statements
	  	 Within 120 days after FYE
	  		  	Yes      No        N/A
					
	 3)
	  	 Annual Financial

Projections/Budget (prepared on a monthly basis)
	  	Annually (within 10 days of FYE), and when revised	  		  	Yes      No        N/A


  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 










													
	4)	 	A/R & A/P agings	  	If applicable	  		  	Yes	  	No	  	N/A
							
	5)	 	8-K, 10-K and 10-Q Filings	  	If applicable, within 5 days of filing	  		  	Yes	  	No	  	N/A
							
	6)	 	Compliance Certificate	  	Monthly within 30 days	  		  	Yes	  	No	  	N/A
							
	7)	 	IP Report	  	When required	  		  	Yes	  	No	  	N/A
							
	8)	 	Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period	  		  	$________	  	Yes	  	No	  	N/A
							
	9)	 	Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	  		  	$________	  	Yes	  	No	  	N/A

 Deposit and Securities Accounts 

(Please list all accounts; attach separate sheet if additional space needed) 

 

													
	 	 	Institution Name	  	 Account Number
	  	New Account?	  	Account Control Agreement in place?
							
	1)	 		  		  	Yes	  	No	  	Yes	  	No
							
	2)	 		  		  	Yes	  	No	  	Yes	  	No
							
	3)	 		  		  	Yes	  	No	  	Yes	  	No
							
	4)	 		  		  	Yes	  	No	  	Yes	  	No

 Other Matters 
  

							
	1)	 	Have there been any changes in management since the last Compliance Certificate?	  	Yes	  	No
				
	2)	 	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	Yes	  	No
				
	3)	 	Have there been any new or pending claims or causes of action against Borrower that involve more than One Hundred Thousand Dollars ($100,000.00)?	  	Yes	  	No
				
	4)	 	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this
Compliance Certificate.	  	Yes	  	No

 Exceptions 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No
exceptions.” Attach separate sheet if additional space needed.) 
  

			
	NEURONETICS, INC.
		
	By:	 	          

		
	Name:	 	          

		
	Title:	 	          


 Date: 
  

											
		 		 	LENDER USE ONLY
						
		 		 	Received by:	 	                                     
           	 	Date:	 	                
						
		 		 	Verified by:	 	                                     
           	 	Date:	 	                
			
		 		 	Compliance Status:                Yes         No

  

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT D 

Form of Secured Promissory Note 

[see attached] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 SECURED PROMISSORY NOTE 

(Term [A][B][C] Loan) 
  

			
	$                            	  	Dated: [DATE]

 FOR VALUE RECEIVED, the undersigned, NEURONETICS, INC., a Delaware corporation with an office located at
3222 Phoenixville Pike, Malvern, Pennsylvania 19355 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of
[        ] MILLION DOLLARS ($        ) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus
interest on the aggregate unpaid principal amount of such Term [A][B][C] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated March [    ], 2017 by and among Borrower, Lender,
Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire
principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the
Loan Agreement. 
 Principal, interest and all other amounts due with respect to the Term [A][B][C] Loan, are payable in lawful money of the United States
of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be
recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other
things, (a) provides for the making of a secured Term [A][B][C] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 

This Note may not be prepaid except as set forth in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement. 

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B][C] Loan, interest on the Term [A][B][C] Loan and
all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all
other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower
shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

 This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York. 

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in
this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the
obligation. Borrower shall be entitled to treat the registered holder of this Note (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 this Note on the part of any other person or entity. 
 [Balance of Page Intentionally Left Blank] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  
  

	
	BORROWER:
	
	NEURONETICS, INC.
	
	 By

	
	 Name:

	
	 Title:




  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	Date	 	Principal
Amount	 	Interest Rate	  	 Scheduled

Payment Amount
	  	Notation By
	  
	 	  
	 	  
	  	  
	  	  



  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 CORPORATE BORROWING CERTIFICATE 

 

					
	BORROWER:	  	NEURONETICS, INC.	 	DATE: [DATE]
	LENDER:	  	OXFORD FINANCE LLC, as Collateral Agent and Lender	 	

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware. 

3. Attached hereto as Exhibit A and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s
Articles/Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such
Articles/Certificate of Incorporation nor such Bylaws have been amended, annulled, rescinded, revoked or supplemented, and such Articles/Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof. 

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a
unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them
until each Lender receives written notice of revocation from Borrower. 
 [Balance of Page Intentionally Left Blank] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 RESOLVED, that any one of the following officers or
employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower: 
  

													
	 Name
	  	 	  	 Title
	  	 	  	 Signature
	  	 	  	 Authorized to

Add or Remove

Signatories

							
	 	  		  	 	  		  	 	  		  	☐
							
	 	  		  	 	  		  	 	  		  	☐
							
	 	  		  	 	  		  	 	  		  	☐
							
	 	  		  	 	  		  	 	  		  	☐

 RESOLVED FURTHER, that any one of the persons
designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower. 

RESOLVED FURTHER, that such individuals may, on behalf of Borrower: 

Borrow Money. Borrow money from the Lenders. 

Execute Loan Documents. Execute any loan documents any Lender requires. 

Grant Security. Grant Collateral Agent a security interest in any of Borrower’s assets. 

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds. 
 Issue Warrants. Issue warrants for Borrower’s capital stock. 

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions. 

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts
relating thereto are ratified. 
 [Balance of Page Intentionally Left Blank] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next
to their names. 
  

			
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  

	***	If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be
signed by a second authorized officer or director of Borrower. 

 I, the
                                        
of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above. 

                  [print title] 

 

			
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  




  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT A 

Articles/Certificate of Incorporation (including amendments) 

[see attached] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT B 

Bylaws 
 [see
attached] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 










			
	DEBTOR:	  	NEURONETICS, INC.
	SECURED PARTY:	  	OXFORD FINANCE LLC,
		  	as Collateral Agent

 EXHIBIT A TO UCC FINANCING STATEMENT 

Description of Collateral 
 The
Collateral consists of all of Debtor’s right, title and interest in and to the following personal property: 
 All goods, Accounts
(including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments
(including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced
by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall
include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such
Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral
Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property; (ii) more than 65% of the total combined voting power of all classes of stock entitled to vote the shares of
capital stock (the “Shares”) of any Foreign Subsidiary, if Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Subsidiary creates a present and
existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code; (iii) Excluded Bank Accounts; (v) any property that is subject to a lien securing purchase money indebtedness or a capital lease obligation permitted under
the Loan Documents, to the extent and for so long as the documents relation thereto would not permit such property to be subject to the liens created hereunder; and (vi) any license or contract, in each case if the granting of a Lien in such
license or contract is prohibited by or would constitute a default under the agreement governing such license or contract (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent
that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Division 9
of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such license or contract, as applicable, shall automatically be subject to the security interest granted in favor of Collateral Agent hereunder and
become part of the “Collateral.” 
 Capitalized terms used but not defined herein have the meanings ascribed in the Uniform
Commercial Code in effect in the State of New York as in effect from time to time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between Debtor, Secured Party and the other Lenders party thereto
(as modified, amended and/or restated from time to time). 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 









 EXHIBIT E 

Revenue Plan 
 [*] 

  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended. 










  
  

	[*] = 	Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
amended.