Exhibit
10.1


 


JOINDER
AND SECOND AMENDMENT TO 





AMENDED
AND RESTATED LOAN AND SECURITY agreement


 


This
Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered
into this 21st day of June, 2018 by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”),
and (b) (i) CANCER GENETICS, INC., a Delaware corporation (“Parent”), (ii) GENTRIS, LLC, a Delaware
limited liability company (“Delaware Subsidiary” and together with Parent, individually and collectively, jointly
and severally, the “Existing Borrower”), (iii) VIVOPHARM, LLC, a Delaware limited liability company
(“Vivo”), and (iv) RDDT A VIVOPHARM COMPANY PTY LTD, a company incorporated under the laws of Australia (“Australian
Borrower”, and together with Vivo, jointly and severally, individually and collectively, “New Borrower”)
(Australian Borrower, together with Vivo and Existing Borrower, jointly and severally, individually and collectively, “Borrower”).


 


Recitals


 


A.
Bank and Existing Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of March
22, 2017, as amended by that certain Waiver and First Amendment to Amended and Restated Loan and Security Agreement dated as of
May 14, 2018, between Existing Borrower and Bank (as the same may from time to time be further amended, modified, supplemented
or restated, the “Loan Agreement”).


 


B.
Bank has extended credit to Existing Borrower for the purposes permitted in the Loan Agreement.


 


C.
Existing Borrower has requested that Bank amend the Loan Agreement to (i) add new borrowers to the Loan Agreement and (ii)
make certain other revisions to the Loan Agreement as more fully set forth herein.


 


D.
In reliance upon the representations and warranties set forth below, Bank has agreed to so amend certain provisions of the
Loan Agreement, but only to the extent provided in this Amendment, and only in accordance with the terms and subject to the conditions
set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:


 


1.
Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 




    	 



    	 



    




 


2.
Joinder to Loan Agreement. The
undersigned, Vivo and Australian Borrower, hereby join the Loan Agreement and each of the Loan Documents, as if each were originally
named a “Borrower” therein. Without limiting the generality of the preceding sentence, New Borrower agrees that it
will be jointly and severally liable, together with Existing Borrower, for the payment and performance of all obligations and
liabilities of Borrower under the Loan Agreement, including, without limitation, the Obligations. Each Borrower hereby appoints
the other as agent for the other for all purposes hereunder. Each Borrower hereunder shall be obligated to repay all Credit Extensions
made pursuant to the Loan Agreement, regardless of which Borrower actually receives said Credit Extension, as if each Borrower
hereunder directly received all Credit Extensions.


 


3.
Subrogation and Similar Rights.
Each Borrower waives any suretyship defenses available to it under the Code or any other applicable law. Each Borrower waives
any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security;
or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security
it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability.
Notwithstanding any other provision of this Amendment, the Loan Agreement or other Loan Documents, each Borrower irrevocably waives
all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of
Bank under the Loan Agreement) to seek contribution, indemnification or any other form of reimbursement from the other Borrowers,
or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower
with respect to the Obligations in connection with the Loan Agreement or otherwise and all rights that it might have to benefit
from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations
in connection with the Loan Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement
prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such
Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the
Obligations, whether matured or unmatured.


 


4.
Grant of Security Interest.
To secure the prompt payment and performance of all the Obligations, New Borrower hereby grants to Bank a continuing lien upon
and security interest in all of New Borrower’s now existing or hereafter arising rights and interest in the Collateral,
whether now owned or existing or hereafter created, acquired or arising, and wherever located, including, without limitation,
all of New Borrower’s assets (including, without limitation, its Intellectual Property), and all New Borrower’s books
relating to the foregoing and any and all claims, rights and interest 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. New Borrower further covenants and agrees that by its execution hereof it shall provide all such information,
complete all such forms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory
to Bank that are reasonably deemed necessary by Bank in order to grant a valid, perfected first priority security interest to
Bank in the Collateral. New Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all
appropriate jurisdictions in order to perfect or protect Bank’s interest or rights hereunder, including a notice that any
disposition of the Collateral, by any Borrower or any other Person, shall be deemed to violate the rights of the Bank under the
Code.


 




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5.
Representations and Warranties.
New Borrower hereby represents and warrants to Bank that all representations and warranties in the Loan Documents made on the
part of Existing Borrower are true and correct on the date hereof with respect to New Borrower, with the same force and effect
as if New Borrower were named as “Borrower” in the Loan Documents in addition to Existing Borrower.


 


6.
Delivery of Documents.
New Borrower hereby agrees that the following documents shall be delivered to the Bank prior to or contemporaneously with delivery
of this Amendment, each in form and substance satisfactory to the Bank:


 


	 	A.	the
    completed Borrowing Resolutions for Vivo, together with the duly executed original signatures thereto; 
	 	 	 
	 	B.
    	the
    Operating Documents and long-form good standing certificate of Vivo certified by the Secretary of State of Delaware and each
    jurisdiction in which Vivo is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the
    date hereof; 
	 	 	 
	 	C.
    	a
    certified copy of the Certificate of Registration and Constitution of each of Australian Borrower and Guarantor, as amended,
    a Verification Certificate containing a certified copy of extracts of meeting of the directors of each of Australian Borrower
    and Guarantor authorizing the execution of this Agreement and any other Loan Documents to which it is a party;
	 	 	 
	 	D.
    	a
    landlord’s consent in favor of Bank for 1214 Research Boulevard, Hummelstown, Pennsylvania 17036 by the landlord thereof,
    together with the duly executed original signatures thereto;
	 	 	 
	 	E.
    	duly
    executed original signatures to the Australian Security and Guarantee required by Bank;
	 	 	 
	 	F.
    	the
    duly executed blank share transfer form and original share certificate for the issued shares in Australian Borrower;
	 	 	 
	 	G.
    	certified
    copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence (including
    any UCC and PPSR termination statements) that the Liens indicated in any such financing statements either constitute Permitted
    Liens or have been terminated or released; 
	 	 	 
	 	H.
    	an
    Intellectual Property Security Agreement of each New Borrower and Guarantor, together with the duly executed original signature
    thereto (collectively, the “New Borrower IP Security Agreement”)
	 	 	 
	 	I.
    	a
    Perfection Certificate of each New Borrower, together with the duly executed original signatures thereto (collectively, the
    “New Borrower Perfection Certificate”); 


 




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	 	J.
    	a
    Perfection Certificate of Guarantor, together with the duly executed original signatures thereto;
	 	 	 
	 	K.
    	legal
    opinion of Bank’s Australian counsel in respect of Australian Borrower and Guarantor (authority/enforceability), in
    form and substance acceptable to Bank;
	 	 	 
	 	L.
    	evidence
    satisfactory to Bank that the insurance policies and endorsements required by the Loan Agreement are in full force and effect,
    together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor
    of Bank; and
	 	 	 
	 	M.
    	such
    other documents as Bank may reasonably request.


 


7.
Amendments to Loan Agreement.


 


7.1
Section 1 (Accounting and Other Terms). Section 1 is amended in its entirety and replaced with the following:


 


“
Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made
following GAAP. Notwithstanding any terms in this Agreement to the contrary, for purposes of any financial covenant and other
financial calculations in this Agreement (other than for purposes of updating the Borrowing Base) which are made in whole or in
part based upon the Availability Amount as of the last day of a particular month, calculations relying on information from a Borrowing
Base Report shall be derived from the Borrowing Base Report delivered within seven (7) days of month end pursuant to Section 6.2(a)
(and not, for clarity, any more recent Borrowing Base Report delivered after such period), and the actual delivery date of such
Borrowing Base Report shall be deemed to be the last day of the applicable month. 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.”


 


7.2
Section 2.3 (Overadvances). Section 2.3 is amended in its entirety and replaced with the following:


 


“
Section 2.3 Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances, plus, commencing
upon the occurrence of the Second Equity Event, (b) the face amount of any outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit and any Letter of Credit Reserve) exceeds the lesser of either the Revolving Line or the Borrowing
Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance”).
Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding
amount of any Overadvance, on demand, at the Default Rate.”


 




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7.3
Section 2.8 (Letters of Credit Sublimit). The Loan Agreement is amended by inserting the following new provision to appear
as Section 2.8 thereof:


 


“
2.8 Letters of Credit Sublimit.


 


(a)
Commencing upon the occurrence of the Second Equity Event, as part of the Revolving Line, Bank shall issue or have issued Letters
of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized
for the issuance of Letters of Credit shall at all times reduce the amount otherwise available for Advances under the Revolving
Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters
of Credit and any Letter of Credit Reserve) may not exceed the lesser of (i) Three Hundred Fifty Thousand Dollars ($350,000.00)
or (ii) (A) the lesser of (x) the Revolving Line or (y) the Borrowing Base, minus (B) the sum of all outstanding principal amounts
of any Advances (including the aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn
but unreimbursed Letters of Credit and any Letter of Credit Reserve)).


 


(b)
If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding
Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred
five percent (105.0%) for Letters of Credit denominated in Dollars or at least one hundred ten percent (110.0%) for Letters of
Credit denominated in a Foreign Currency, in each case of the aggregate Dollar Equivalent of the face amount of all such Letters
of Credit plus all interest, fees, and costs due or estimated by Bank to become due in connection therewith, to secure all of
the Obligations relating to such Letters of Credit. All Letters of Credit shall be in form and substance acceptable to Bank in
its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit
Agreement (the “Letter of Credit Application”). Borrower agrees to execute any further documentation in connection
with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations
of the issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations
of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be
liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or
those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.


 


(c)
The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional,
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the
Letter of Credit Application.


 




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(d)
Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made under any
such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus
fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).


 


(e)
To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency,
Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to
a percentage (which percentage shall be determined by Bank in its sole discretion). The amount of the Letter of Credit Reserve
may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the
Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.”


 


7.4
Section 2.5 (Fees). Subsection (c)(ii) of Section 2.5 is amended in its entirety and replaced with the following:


 


“
(ii) the average for the period of the daily closing balance of the Revolving Line outstanding plus, commencing upon the occurrence
of the Second Equity Event, the sum of the aggregate Dollar Equivalent amount of outstanding Letters of Credit (including drawn
but unreimbursed Letters of Credit and any Letter of Credit Reserve);”


 


7.5
Section 2.5 (Fees). Section 2.5 is amended by (i) replacing “; and” with “;” at the end of subsection
(c), (ii) replacing “.” with “; and” at the end of subsection (d), and (iii) inserting the following text
to appear as subsection (e) thereof:


 


“
(e) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, upon
the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the
renewal of such Letter of Credit by Bank.”


 


7.6
Section 2.6(b) (Payments; Application of Payments; Debit of Accounts). Section 2.6(b) is amended by deleting the text “this
Agreement” appearing therein and inserting in lieu thereof the text “the Loan Documents”.


 


7.7
Section 2.7 (Withholding). Section 2.7 is amended by deleting the text “this Agreement” appearing therein and
inserting in lieu thereof the text “the Loan Documents”.


 


7.8
Section 3.2(b) (Conditions Precedent to all Credit Extensions). Section 3.2(b) is amended in its entirety and replaced with
the following:


 




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


 


7.9
Section 3.4 (Conditions Precedent to all Credit Extensions). Section 3.2(b) is amended in its entirety and replaced with the
following:


 


“Section
3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance
set forth in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify
Bank (which notice shall be irrevocable) by electronic mail by 2:00 p.m. Eastern time on the Funding Date of the Advance. Such
notice shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing
Bank’s online banking program, then such notice shall be in a written format reasonably acceptable to Bank that is executed
by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer
may provide such notices and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank
by electronic mail or through Bank’s online banking program such reports and information, including without limitation,
a Borrowing Base Report, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its
sole discretion. Bank shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this
Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations
which have become due.”


 


7.10
Section 4.1 (Grant of Security Interest). Section 4.1 is amended in its entirety and replaced with the following:


 


“4.1
Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations,
a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof.


 




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All
Obligations shall be also be secured by the Australian Security and Guarantee and any and all other security agreements, mortgages
or other collateral granted to Bank by Australian Borrower as security for the Obligations, now or in the future.


 


Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless
of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to
be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority
perfected security interest in the Collateral granted herein and in the Australian Security and Guarantee or other collateral
granted to Bank by Australian Borrower as security for the Obligations, now or in the future (subject only to Permitted Liens
that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement).


 


If
this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) 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 Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost and expense
of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations
(other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement and the Australian
Security and Guarantee is terminated, Bank shall terminate the security interest granted herein and in the Australian Security
and Guarantee upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services,
if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral
in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%);
and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the
Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in
connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters
of Credit.”


 


7.11
Section 4.2 (Priority of Security Interest). Section 4.2 is amended by replacing the first sentence thereof with the following
text:


 


“Borrower
represents, warrants, and covenants that the security interest granted herein and in the Australian Security and Guarantee is
and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted
Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement).”


 


7.12
Section 5.1 (Due Organization, Authorization; Power and Authority). Section 5.1 is amended by inserting the following new
text, to appear at the end of the first paragraph thereof:


 




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“Australian
Borrower is a proprietary company, duly registered and validly existing under the laws of Australia and has the power to carry
on its business as it is now being conducted and to own its property and other assets.”


 


7.13
Section 5.2 (Collateral). Section 5.2 is amended by replacing the first sentence thereof with the following text:


 


“Borrower
has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder
or the Australian Security and Guarantee, free and clear of any and all Liens except Permitted Liens.”


 


7.14
Section 5.9 (Tax Returns and Payments; Pension Contributions). Section 5.9 is amended by replacing the first paragraph thereof
with the following text:


 


“Borrower
has timely filed all required tax returns and reports, and Borrower has timely paid all Taxes, Australian, foreign, federal, state
and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested
in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments,
deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000.00).”


 


7.15
Section 5.13 (Taxation). The Loan Agreement is amended by inserting the following text to appear as Section 5.13 (Taxation)
thereof:


 


“5.13
Taxation. Borrower has complied in all material respects with all Taxation laws in all jurisdictions in which it is subject
to Taxation and has paid all Taxes due and payable by it and no claims are being asserted against it in respect of Taxes save
for assessments in relation to the ordinary course of the business of Borrower or claims contested in good faith and in respect
of which adequate provision has been made and disclosed in the latest accounts of Borrower or information delivered to Bank under
this Agreement.”


 


7.16
Section 6.2(a) (Financial Statements, Reports, Certificates). Section 6.2(a) is amended in its entirety and replaced with
the following:


 


“
(a) a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect
to Borrower’s Accounts) (i) with each Advance request and (ii) within seven (7) days after the end of each month;”


 


7.17
Section 6.2(k) (Financial Statement, Reports, Certificates). Section 6.2 is hereby amended by (i) deleting “; and”
in subsection (i) and replacing it with “;”, (ii) deleting “.” in subsection (j) and replacing it with
“;”, and (ii) inserting the following to appear as subsections (k) and (l) thereto:


 




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“
(k) prior to the occurrence of the Second Equity Event, no later than Friday of each week, a thirteen (13) week cash flow forecast,
in a form acceptable to Bank; and


 


(l)
prompt written notice of any changes to the beneficial ownership information set out in items 2(d) and 2(e) of the Perfection
Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership
information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of
its legal entity customers.”


 


7.18
Section 6.6 (Access to Collateral; Books and Records). The last sentence of Section 6.6 is amended in its entirety and replaced
with the following:


 


“In
the event Borrower and Bank schedule an audit more than eight (8) days in advance, and Borrower cancels or seeks to or reschedules
the audit with less than eight (8) days written notice to Bank, then (without limiting any of Bank’s rights or remedies)
Borrower shall pay Bank a fee of Two Thousand Dollars ($2,000.00) plus any out-of-pocket expenses incurred by Bank to compensate
Bank for the anticipated costs and expenses of the cancellation or rescheduling.”


 


7.19
Section 6.8(a) (Accounts). Section 6.8(a) is amended in its entirety and replaced with the following:


 


“
(a) Maintain all of its, all of its Subsidiaries’ and all of Australian Parent’s operating and other depository accounts,
the Cash Collateral Account and securities/investment accounts with Bank and Bank’s Affiliates; provided, however, during
the Transition Period, Borrower shall be permitted to maintain (i) lockbox accounts with JP Morgan Chase Bank (the “Chase
Accounts”) provided that Borrower shall transfer any and all funds maintained or deposited into the Chase Accounts into
an account of Borrower maintained with Bank on a bi-weekly basis and (ii) one (1) account with Regions Bank, provided that the
maximum balance in the Regions Account shall not at any time exceed Ten Thousand Dollars ($10,000.00) (the “Regions Account”
and collectively with the Chase Accounts, the “Temporary Accounts”). Notwithstanding the foregoing, the Borrower
shall be permitted to maintain certificates of deposit with JP Morgan Chase Bank to secure Borrower’s letter of credit with
JP Morgan Chase Bank maintained as a security deposit for Borrower’s lease of its headquarters premises, provided that the
aggregate balance maintained in such certificates of deposit does not at any time exceed Three Hundred Six Thousand Dollars ($306,000.00)
plus accrued interest (collectively, the “CD Accounts”). In addition, (i) during the PNC Transition Period,
Vivo shall be permitted to maintain one (1) account with PNC Bank, provided that the maximum balance in the PNC Account shall
not at any time exceed Two Hundred Thousand Dollars ($200,000.00) (the “PNC Account”) and (ii) Australian Parent
shall be permitted to maintain (A) two (2) accounts (account nos. 531 and 854) with Westpac Australia provided that the maximum
balance in account no. 531 shall not at any time exceed Four Hundred Thousand Australian Dollars (AUD$400,000.00) and the maximum
balance in account no. 854 shall not at any time exceed Twenty-Five Thousand Australian Dollars (AUD$25,000.00) (collectively,
the “Westpac Accounts”), and (B) one (1) payment transmitter account with Cambridge Mercantile (Australia)
Pty. Ltd. Any Guarantor shall maintain all depository, operating and securities/investment accounts with Bank and Bank’s
Affiliates. In addition, Borrower and any Guarantor shall use Bank for all foreign exchange and letters of credit.”


 




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7.20
Section 6.8(b) (Accounts). The last sentence of Section 6.8(b) is amended in its entirety and replaced with the following:


 


“The
provisions of the previous sentence shall not apply to (i) the CD Accounts, (ii) the Temporary Accounts during the Transition
Period, (iii) the PNC Account during the PNC Transition Period, (iv) the Westpac Accounts, or (v) deposit accounts exclusively
used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees
and identified to Bank by Borrower as such.”


 


7.21
Section 6.9 (Financial Covenants). Section 6.9 is amended in its entirety and replaced with the following:


 


“6.9
Financial Covenants.


 


(a)
Adjusted EBITDA. Achieve, to be tested as of the last day of each month, calculated on a consolidated basis with respect
to Borrower and its Subsidiaries, measured on a trailing three (3) month basis, Adjusted EBITDA, for the period indicated in accordance
with the following schedule, of at least:


 


	Three (3) Month Period Ending	 	 	Adjusted EBITDA	 
	 	March 31, 2018	 	 	$	(3,300,000	)
	 	April 30, 2018	 	 	$	(2,850,000	)
	 	May 31, 2018	 	 	$	(2,500,000	)
	 	June 30, 2018	 	 	$	(2,000,000	)
	 	July 31, 2018	 	 	$	(1,800,000	)
	 	August 31, 2018	 	 	$	(1,650,000	)
	 	September 30, 2018	 	 	$	(1,500,000	)
	 	October 31, 2018	 	 	$	(750,000	)
	 	November 30, 2018	 	 	$	0.00	 
	 	December 31, 2018 and each period thereafter	 	 	$	750,000	 





 




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(b)
Minimum Revenue. Achieve, to be tested as of the last day of each quarter, calculated on a consolidated basis with respect
to Borrower and its Subsidiaries, revenue for each fiscal quarter, for the period indicated in accordance with the following schedule,
of at least:


 


	Quarter	 	 	Minimum Revenue	 
	 	March 31, 2018	 	 	$	6,300,000	 
	 	June 30, 2018	 	 	$	7,010,000	 
	 	September 30, 2018	 	 	$	7,042,000	 
	 	December 31, 2018	 	 	$	7,830,000	 



 


With
respect to the period ending March 31, 2019 and each period thereafter, the levels of minimum revenue shall be set by Bank in
its sole discretion, based upon Borrower’s Board-approved operating plan and financial projections, which covenant levels
shall be set at an amount equal to at least one hundred percent (100.0%) of the corresponding levels of minimum revenue set forth
for such periods for Borrower’s prior fiscal year. With respect thereto, (i) Borrower’s failure to either (1) agree
in writing (which agreement shall be set forth in a written amendment to this Agreement) on or before February 15, 2019, to any
such covenant levels with respect to Borrower’s fiscal year ending December 31, 2019, or (2) notwithstanding Section 6.2(e)
of this Agreement, deliver to Bank, on or before the earlier to occur of (i) January 31, 2019 or (ii) approval by the Board, Borrower’s
budgets, sales projections, operating plans and other financial information of Borrower that Bank deems relevant, including, without
limitation, Borrower’s Board-approved operating budgets, projections and plans, with respect to Borrower’s fiscal
year ending December 31, 2019, shall result in an immediate Event of Default for which there shall be no grace or cure period.


 


(c)
Minimum Liquidity. Maintain at all times, to be tested as of the last day of each month, Liquidity of at least Two Million
Dollars ($2,000,000.00).”


 


7.22
Section 6.10(b) (Protection and Registration of Intellectual Property Rights). Section 6.10(b) is amended by replacing the
second sentence thereof with the following text:


 


“If
Borrower decides to register any Copyrights or mask works in the United States Copyright Office or the Personal Properties Securities
Register thereof, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent
to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright
Office or the Australian equivalent thereof (excluding exhibits thereto); (y) execute an intellectual property security agreement
and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain
a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the
United States Copyright Office or the Australian equivalent thereof; and (z) record such intellectual property security agreement
with the United States Copyright Office or the Australian equivalent thereof contemporaneously with filing the Copyright or mask
work application(s) with the United States Copyright Office or the Australian equivalent thereof.”


 




    	 	12	 



    	 



    




 


7.23
Section 6.12 (Online Banking). Section 6.12 is amended in its entirety and replaced with the following:


 


“6.12
Online Banking.


 


(a)
Utilize Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and without
request by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval
for exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by
this Agreement (including, without limitation, those described in Section 6.2 of this Agreement).


 


(b)
Comply with the terms of Bank’s Online Banking Agreement as in effect from time to time and ensure that all persons utilizing
Bank’s online banking platform are duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity,
accuracy and completeness on any information, instruction or request for a Credit Extension submitted via Bank’s online
banking platform and to further assume that any submissions or requests made via Bank’s online banking platform have been
duly authorized by an Administrator.”


 


7.24
Section 6.13 (Further Assurances). Section 6.13 is amended by deleting the text “this Agreement” appearing therein
and inserting in lieu thereof the text “the Loan Documents”.


 


7.25
Section 7.2 (Changes in Business, Management, Control, or Business Locations). Section 7.2 is amended by inserting the following
text to appear as the last sentence thereof:


 


“If
Borrower intends to add any new offices or business locations, including warehouses, containing in excess of Ten Thousand Dollars
($10,000.00) of Borrower’s assets or property, then Borrower will first receive the written consent of Bank, and the landlord
of any such new offices or business locations, including warehouses, shall execute and deliver a landlord consent in form and
substance satisfactory to Bank.”


 


7.26
Section 7.5 (Encumbrance). Section 7.5 is amended in its entirety and replaced with the following:


 


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


 




    	 	13	 



    	 



    




 


7.27
Section 7.7 (Distributions; Investments). Section 7.7 is amended by inserting “or by Borrower to a Subsidiary which
is a Borrower.” to appear at the end of subsection (b) thereof.


 


7.28
Section 8 (Events of Default). Section 8 is amended by replacing the opening sentence thereof with the following text:


 


“Any
one of the following shall constitute an event of default (an “Event of Default”) under this Agreement and
the Loan Documents:”


 


7.29
Section 8.5 (Insolvency). Section 8.5 is amended in its entirety and replaced with the following:


 


“8.5
Insolvency. If any of the following occurs in respect of Borrower or any Subsidiary: (a) it is, or is deemed for the purposes
of any law to be, unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) it admits
its inability to pay its debts as they fall due; (c) it suspends making payments on any of its debts or announces an intention
to do so; (d) a moratorium is declared in respect of any of Borrower’s or any Subsidiary’s indebtedness; (e) by reason
of actual or anticipated inability to pay debts as they fall due or insolvency it begins negotiations with any creditor for the
rescheduling of any of its indebtedness; (f) the value of its assets is less than its liabilities (taking into account its prospective
and contingent liabilities); or (g) in respect of Australian Borrower, without limiting any of the foregoing: (i) it is taken
to have failed to comply with a statutory demand under section 459(F)(1) of the Corporations Act; (ii) it must be presumed by
a court to be insolvent under section 459(C)(2) of the Corporations Act; (iii) it is the subject of a circumstance specified in
section 461 of the Corporations Act (whether or not an application to court has been made under that section); (iv) if it is a
trustee of a trust, it is unable to satisfy out of the assets of the trust the liabilities incurred by it for which it has a right
to be indemnified from the assets of the trust as and when those liabilities fall due; or (v) it stops or suspends payment to
all or a class of creditors generally;”


 


7.30
Section 8.13 (Insolvency Proceedings). The Loan Agreement is amended by (i) replacing “; or” with “;”
at the end of Section 8.11 thereof, (ii) replacing “.” with “; or” at the end of Section 8.12 thereof,
and (iii) inserting the following text to appear as Section 8.13 (Insolvency Proceedings) thereof:


 


“8.13
Insolvency Proceedings. If any of the following occurs in respect of Borrower or any Subsidiary (each of which shall be an
“Insolvency Proceeding”): (a) Borrower or any Subsidiary begins a US Insolvency Proceeding or an Australian
Insolvency Proceeding; (b) a US Insolvency Proceeding is begun against Borrower or any Subsidiary and not dismissed or stayed
within forty-five (45) days (but no Credit Extensions shall be made until any US Insolvency Proceeding is dismissed); or (c) an
Australian Insolvency Proceeding is begun against Borrower and, to the extent that Borrower satisfies Bank that it is a vexatious
or frivolous winding-up petition, it not dismissed or stayed within fourteen (14) days (but no Credit Extensions shall be made
until any such Australian Insolvency Proceeding is dismissed);”


 




    	 	14	 



    	 



    




 


7.31
Section 9.6 (No Waiver; Remedies Cumulative). Section 9.6 is amended by replacing the penultimate sentence thereof with the
following text:


 


“Bank
has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not
an election and shall not preclude Bank from exercising any other remedy under this Agreement or any other Loan Document or other
remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver.”


 


7.32
Section 9.8 (Borrower Liability). Section 9.8 is amended by replacing the first and second sentence thereof with the following
text:


 


“Each
Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the others as agent for itself
for all purposes hereunder, including with respect to requesting Credit Extensions hereunder”


 


7.33
Section 11 (Choice of Law, venue and jury trial waiver). Section 11 is amended by deleting the text “this Agreement”
appearing in the first sentence thereof and inserting in lieu thereof the text “the Loan Documents”.


 


7.34
Section 12.1 (Termination Prior to Revolving Line Maturity Date; Survival). Section 12.1 is amended by replacing the first
sentence thereof with the following text:


 


“All
covenants, representations and warranties made in the Loan Documents shall continue in full force until the Loan Documents have
terminated pursuant to their terms and all Obligations have been satisfied.”


 


7.35
Section 12.4 (Time of Essence). Section 12.4 is amended in its entirety and replaced with the following:


 


“12.4
Time of Essence. Time is of the essence for the performance of all Obligations in the Loan Documents.”


 


7.36
Section 12.9 (Confidentiality). The last paragraph of Section 12.9 is amended in its entirety and replaced with the following:


 


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


 


7.37
Section 12.11 (Right of Setoff). Section 12.11 is amended by inserting the following text to appear as the last paragraph
thereof:


 




    	 	15	 



    	 



    




 


“Bank
may, without any demand or notice, set off and apply indebtedness it owes to Australian Borrower against any money owing to it
by Australian Borrower under any Loan Document, whether or not the amount owed by Bank or Australian Borrower is immediately payable
or is owed alone or with any other person and, regardless of the place of payment, banking branch or currency of either obligation.
Further, Australian Borrower authorises Bank to apply (without prior notice) any credit balance (whether or not then due) to which
Australian Borrower is at any time beneficially entitled on any account at, any sum held to its order by and/or any liability
or obligation (whether or not matured) of, any office of Bank in or towards satisfaction of any sum then due and payable by it
to Bank under the Loan Documents and unpaid. For these purposes, Bank may convert one currency into another, provided that nothing
in this Section 12.11 shall be effective to create a charge.”


 


7.38
Section 12.17 (Conflicts). The Loan Agreement is amended by inserting the following text to appear as Section 12.17 (Conflicts)
thereof:


 


“12.17
Conflicts. In the event of any conflict between the terms of this Agreement and the terms of any Loan Document (other than
the Australian Security and Guarantee), the terms of this Agreement shall prevail. In no event will any representation, warranty
or covenant in any Loan Document (other than the Australian Security and Guarantee) prohibit or cause Borrower to take any additional
action or refrain from taking any action not required by this Agreement if and to the extent that the subject matter of the representation,
warranty or covenant in the Loan Document (other than the Australian Security and Guarantee) is dealt with in this Agreement.
Any representation, warranty or covenant in this Agreement which states that Bank shall not unreasonably withhold consent shall
apply to the counterpart representation, warranty or covenant in any Loan Document (other than the Australian Security and Guarantee)
(even if not specifically stated) and the parties agree that the representations, warranties and covenants in each of the Loan
Documents (other than the Australian Security and Guarantee) are not intended to be more restrictive than the counterpart representation,
warranty or covenant in this Agreement.”


 


7.39
Section 13 (Definitions). The preamble in the definition of Eligible Accounts set forth in Section 13.1 is deleted in its
entirety and replaced with the following:


 


“
“Eligible Accounts” means Accounts owing to Borrower which arise in the ordinary course of Borrower’s
business that meet all Borrower’s representations and warranties in Section 5.3, that have been, at the option of Bank,
confirmed in accordance with Section 6.3(f) of this Agreement, and are due and owing from Account Debtors deemed creditworthy
by Bank in its sole discretion. Bank reserves the right, at any time after the Effective Date, in its sole discretion in each
instance, to either (i) adjust any of the criteria set forth below and to establish new criteria or (ii) deem any Accounts owing
from a particular Account Debtor or Account Debtors to not meet the criteria to be Eligible Accounts. Unless Bank otherwise agrees
in writing, Eligible Accounts shall not include:”


 




    	 	16	 



    	 



    




 


7.40
Section 13 (Definitions). Subsection (a) of the definition of Eligible Accounts set forth in Section 13.1 is deleted
in its entirety and replaced with the following:


 


“
(a) Accounts (i) for which the Account Debtor is Borrower’s Affiliate, officer, employee, investor, or agent, or (ii) that
are intercompany Accounts;”


 


7.41
Section 13 (Definitions). Subsection (e) of the definition of Eligible Accounts set forth in Section 13.1 is deleted
in its entirety and replaced with the following:


 


“
(e) Accounts owing from an Account Debtor (i) which does not have its principal place of business in the United States or Canada
or (ii) whose billing address (as set forth in the applicable invoice for such Account) is not in the United States or Canada
(except in the case of both (i) and (ii) for Eligible Foreign Accounts, provided that the aggregate amount of Eligible Foreign
Accounts included in the Borrowing Base shall not exceed an amount equal to twenty-five percent (25.0%) of all amounts included
in the Borrowing Base at any time);”


 


7.42
Section 13 (Definitions). Subsection (t) of the definition of Eligible Accounts set forth in Section 13.1 is deleted
in its entirety and replaced with the following:


 


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


 


7.43
Section 13.1 (Definitions). The definition of Eligible Accounts set forth in Section 13.1 is hereby amended by (i)
deleting “; and” at the end of subsection (v) and replacing it with “;”, (ii) deleting “.”
at the end of subsection (w) and replacing it with “;”, and (iii) inserting the following appearing as subsections
(x), (y), (z), (aa), and (bb) thereto:


 


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


 


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


 


(z)
Accounts with or in respect of accruals for marketing allowances, incentive rebates, price protection, cooperative advertising
and other similar marketing credits, unless otherwise approved by Bank in writing;


 


(aa)
Accounts owing from an Account Debtor which is a government entity or any department, agency, or instrumentality thereof; and


 




    	 	17	 



    	 



    




 


(bb)
Accounts with customer deposits and/or with respect to which Borrower has received an upfront payment, to the extent of such customer
deposit and/or upfront payment.”


 


7.44
Section 13 (Definitions). Subsection (c) of the definition of Permitted Liens is amended in its entirety and replace with
the following:


 


“
(c) purchase money Liens or capital leases (i) on Equipment acquired or held by Borrower incurred for financing the acquisition
of the Equipment securing no more that (A) One Million Dollars ($1,000,000.00) in the aggregate amount outstanding with respect
to Parent and Delaware Subsidiary and (B) Fifteen Thousand Australian Dollars (AUD$15,000.00) with respect to Australian Borrower,
or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the
Equipment;”


 


7.45
Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are amended in their
entirety and replaced with the following:


 


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


 


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


 


“
“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing
Base minus, commencing upon the occurrence of the Second Equity Event, (b) the aggregate Dollar Equivalent amount of all outstanding
Letters of Credit (including drawn but unreimbursed Letters of Credit plus an amount equal to the Letter of Credit Reserve, and
minus (c) the outstanding principal balance of any Advances.”


 


“
“Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter
provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit,
cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards,
and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may
be identified in Bank’s various agreements related thereto (each, a “Bank Services Agreement”) and shall
include, without limitation, any Letters of Credit pursuant to Section 2.8.”


 




    	 	18	 



    	 



    




 


“
“Change in Control” means (a) at any time, any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act), shall become, or obtain rights (whether by means of warrants, options or
otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly
or indirectly, of forty-nine percent (49.0%) or more of the ordinary voting power for the election of directors of Borrower (determined
on a fully diluted basis) other than by the sale of Borrower’s equity securities in a public offering or to venture capital
or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven
(7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction;
(b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent
governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body
on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least
a majority of that board or equivalent governing body; (c) at any time, Borrower shall cease to own and control, of record and
beneficially, directly or indirectly, one hundred percent (100.0%) of each class of outstanding capital stock of each Subsidiary
of Borrower free and clear of all Liens (except Liens created by this Agreement and the Australian Security and Guarantee); or
(d) without limiting the foregoing, in respect of the Australian Borrower, there is a change of Control where ‘Control’:
(i) has the meaning given in section 50AA of the Corporations Act; (ii) in respect of an ‘entity’ (as defined in the
Corporations Act) includes the direct or indirect power to directly or indirectly direct the management or policies of the entity
or control the membership or voting of the board of directors or other governing body of the entity; and (iii) includes owning
or controlling, directly or indirectly, more than fifty percent (50.0%) of the shares or units in an entity.”


 


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


 




    	 	19	 



    	 



    




 


“
“Collateral” is (a) with respect to Parent, Delaware Subsidiary, and Vivo, any and all properties, rights and
assets of Borrower described on Exhibit A and (b) with respect to Australian Borrower, any and all properties, rights and assets
of Borrower granted by Australian Borrower to Bank or arising under Australian law or other applicable law, now, or in the future,
including, without limitation, the “Secured Property” as defined in the Australian Security and Guarantee.”


 


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


 


“
“Credit Extension” is any Advance, any Overadvance, any Letter of Credit, or any other extension of credit
by Bank for Borrower’s benefit.”


 


“
“Designated Deposit Account” is account number ending in 945 (last three digits), maintained by Borrower with
Bank (provided, however, if no such account number is included, then the Designated Deposit Account shall be any deposit account
of Borrower maintained with Bank as chosen by Bank).”


 


“
“Dollars,” “dollars” or use of the sign “$” means only lawful money of
the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its
currency or may be readily converted into lawful money of the United States, except where the terms “Australian Dollars”
or “AUD$” are used to denote lawful money of Australia.”


 


“
“Eligible Foreign Accounts” means Accounts which are billed from and/or payable to Borrower in the United
States, but are owing from an Account Debtor which does not have its principal place of business in the United States or
Canada or whose billing address (as set forth in the applicable invoice for such Account) is not in the United States or
Canada, but are otherwise Eligible Accounts. For the avoidance of doubt, Eligible Foreign Accounts shall include Novartis AG,
Reckitt Benckiser Group Plc., and Alkermes Plc.”


 


“
“GAAP” (a) in respect of Australian Borrower, means accounting standards, principles and practices applying
by law or otherwise generally accepted and consistently applied in Australia; and (b) in respect of Parent, Delaware Subsidiary
and Vivo, is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of determination.”


 




    	 	20	 



    	 



    

 




“
“Guarantor” is any present or future guarantor of the Obligations, including, without limitation, Australian
Parent.”


 


“
“IP Agreement” is, collectively, (i) that certain Intellectual Property Security Agreement dated as of the
Effective Date by and between Parent and Bank, (ii) that certain Intellectual Property Security Agreement dated as of the Effective
Date by and between Delaware Subsidiary and Bank, (iii) that certain Intellectual Property Security Agreement dated as of the
2018 Amendment Date by and between Vivo and Bank, and (iv) that certain Intellectual Property Security Agreement dated as of the
2018 Amendment Date by and between Australian Borrower and Bank, as each may be amended, modified or restated from time to time.”


 


“
“Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application,
guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.8.”


 


“
“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and
any other documents related to this Agreement, the Perfection Certificate, the Subordination Agreement, the IP Agreement, the
Australian Security and Guarantee, any Bank Services Agreement, any subordination agreement, any note, or notes or guaranties
executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for
the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise modified.”


 


“
“Operating Documents” are, for any Person (other than the Australian Borrower), 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, and in relation to the Australian Borrower, means its constitution.”


 


“
“Responsible Officer” is, with respect to Parent, Delaware Subsidiary, and Vivo, any of the Chief Executive
Officer, Chief Operating Officer and Chief Administrative Officer of Borrower or in respect of Australian Borrower, the Australian
equivalent of such officers.”


 




    	 	21	 



    	 



    

 





“
“Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of
which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person, and in relation to the Australian Borrower, without
limiting the foregoing, includes a subsidiary as defined in the Corporations Act including any entity controlled by the Australian
Borrower for the purposes of section 50AA of the Corporations Act. Unless the context otherwise requires, each reference to a
Subsidiary herein shall be a reference to a Subsidiary of Borrower or Guarantor.”


 


7.46
Section 13 (Definitions). The Loan Agreement shall be amended by inserting the following new definitions to appear alphabetically
in Section 13.1 thereof:


 


“
“2018 Amendment Date” is June 21, 2018.”


 


“
“ADI Account” is any “ADI account” as defined in the PPSA with such additions to such term as may
hereafter be made.”


 


“
“Administrator” is an individual that is named:


 


(a)
as an “Administrator” in the “SVB Online Services” form completed by Borrower with the authority to determine
who will be authorized to use SVB Online Services (as defined in Bank’s Online Banking Agreement as in effect from time
to time) on behalf of Borrower; and


 


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


 


“
“Australian Borrower” is RDDT A vivoPharm Company Pty Ltd ACN 123 380 110, a company incorporated under the
laws of Australia and a Borrower hereunder.”


 


“
“Australian Insolvency Proceeding” means in respect of Australian Borrower: (a) except with Bank’s consent:
(i) it is the subject of a Liquidation, or an order or an application is made for its Liquidation; or (ii) an effective resolution
is passed or meeting summoned or convened to consider a resolution for its Liquidation; (b) an External Administrator is appointed
to it or any of its assets or a step is taken to do so or any related body requests such an appointment; (c) a step is taken under
section 601AA, 601AB or 601AC of the Corporations Act to cancel its registration; or (d) an analogous or equivalent event to any
listed above occurs in any jurisdiction.”


 


“
“Australian Parent” is vivoPharm Pty Ltd ACN 106 101 615, a company incorporated under the laws of Australia
and a Guarantor hereunder.”


 




    	 	22	 



    	 



    

 





“
“Australian Security and Guarantee” means the document titled “General Security Deed and Guarantee and
Indemnity” executed by Australian Borrower and Australian Parent in favor of Bank dated as of the 2018 Amendment Date, as
may be amended, modified, restated, replaced or supplemented from time to time.”


 


“
“Borrowing Base Report” is that certain report of the value of certain Collateral in the form specified by
Bank to Borrower from time to time.”


 


“
“Corporations Act” means the Corporations Act 2001 (Cth).”


 


“
“External Administrator” means in respect of Australian Borrower, an administrator, controller or managing
controller (each as defined in the Corporations Act), trustee, provisional liquidator, liquidator or any other person (however
described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity.”


 


“
“Letter of Credit Application” is defined in Section 2.8(b).”


 


“
“Letter of Credit Reserve” is defined in Section 2.8(e).”


 


“
“Liquidation” means, in respect of Australian Borrower: (a) a winding up, dissolution, liquidation, provisional
liquidation, administration, bankruptcy or other proceeding for which an External Administrator is appointed, or an analogous
or equivalent event or proceeding in any jurisdiction; or (b) an arrangement, moratorium, assignment or composition with or for
the benefit of creditors or any class or group of them.”


 


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


 


“
“PNC Transition Period” is the period of time commencing on the 2018 Amendment Date and continuing through
the earlier to occur of (a) October 19, 2018 or (b) an Event of Default.”


 


“
“PPS Law” means:


 


(a)
the PPSA and any regulation made at any time under the PPSA, including the PPS Regulations (each as amended from time to time);
and


 


(b)
any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in paragraph (a) of
this definition.”


 


“
“PPS Regulations” means the Personal Property Securities Regulations 2010 (Commonwealth of Australia).”


 




    	 	23	 



    	 



    

 





“
“PPSA” means the Personal Properties Securities Act 2009 (Commonwealth of Australia).”


 


“
“Specified Affiliate” is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding
equity or ownership securities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially
or of record, by Borrower, and/or (b) whose equity or ownership securities or interests representing more than ten percent (10.0%)
of such Person’s total outstanding combined voting power are owned or held directly or indirectly, beneficially or of record,
by Borrower.”


 


“
“Taxes” means any present or future taxes, levies, duties, imposts or other charges or withholdings of a similar
nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)
and, in addition to the foregoing, with respect to Australian Borrower, includes stamp duty and GST (as defined in the A New Tax
System (Goods and Services Tax) Act 1999 (Cth)), and “Tax” and “Taxation” have a corresponding
meaning.”


 


“
“US 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.”


 


“
“Vivo” means vivoPharm, LLC, a Delaware limited liability company and a Borrower hereunder.”


 


“
“Westpac Accounts” is defined in Section 6.8(a).”


 


7.47
Section 13 (Definitions). The Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1
thereof in its entirety:


 


“
“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.”


 


7.48
Exhibit A (Collateral Description). Exhibit A to the Loan Agreement is amended in its entirety and replaced with the
form attached hereto as Schedule 1.


 


7.49
Exhibit C (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance
Certificate in the form attached hereto as Schedule 2.


 




    	 	24	 



    	 



    

 





8.
Limitation of Amendments.


 


8.1
The amendments set forth in Section 7 above are effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition
of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.


 


8.2
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


9.
Representations and Warranties.
To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


9.1
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred
and is continuing;


 


9.2
Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement,
as amended by this Amendment;


 


9.3
The organizational documents of Existing Borrower delivered to Bank on the Effective Date remain true, accurate and complete
and have not been amended, supplemented or restated and are and continue to be in full force and effect;


 


9.4
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized;


 


9.5
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower,
(b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;


 


9.6
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of,
or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made; and


 


9.7
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’
rights.


 




    	 	25	 



    	 



    

 


10.
Ratification of Intellectual Property
Security Agreements. Parent hereby ratifies, confirms and reaffirms,
all and singular, the terms and conditions of a certain Intellectual Property Security Agreement dated as of March 22, 2017 between
Parent and Bank, as amended by that certain First Amendment to Intellectual Property Security Agreement dated as of June 16, 2017
(as amended, the “Parent IP Security Agreement”), and acknowledges, confirms and agrees that the Parent IP
Security Agreement (a) contains an accurate and complete listing of all Intellectual Property Collateral, as defined in the Parent
IP Security Agreement, and (b) shall remain in full force and effect. Delaware Subsidiary hereby ratifies, confirms and reaffirms,
all and singular, the terms and conditions of a certain Intellectual Property Security Agreement dated as of June 16, 2017 between
Delaware Subsidiary and Bank (the “Delaware Subsidiary IP Security Agreement” and collectively with the Parent
IP Security Agreement, the “Existing Borrower IP Security Agreements), and acknowledges, confirms and agrees that
the Delaware Subsidiary IP Security Agreement (a) contains an accurate and complete listing of all Intellectual Property Collateral,
as defined in the Delaware Subsidiary IP Security Agreement, and (b) shall remain in full force and effect. Borrower hereby acknowledges
and agrees that all references in the Loan Agreement to “IP Agreement” shall mean and include, collectively, the Existing
Borrower IP Security Agreements and the New Borrower IP Security Agreement.


 


11.
Ratification of Perfection Certificates.
Parent hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in the Perfection Certificate
dated as of March 22, 2017, as amended as set forth on Schedule 3 attached hereto, delivered by Parent to Bank (the “Parent
Perfection Certificate”), and acknowledges, confirms and agrees the disclosures and information Parent provided to Bank
in said Parent Perfection Certificate have not changed, as of the date hereof. Delaware Subsidiary hereby ratifies, confirms and
reaffirms, all and singular, the terms and disclosures contained in the Perfection Certificate dated as of March 22, 2017, as
amended as set forth on Schedule 4 attached hereto, delivered by Delaware Subsidiary to Bank (the “Delaware Subsidiary
Perfection Certificate” and collectively with the Parent Perfection Certificate, the “Existing Borrower Perfection
Certificates”), and acknowledges, confirms and agrees the disclosures and information Delaware Subsidiary provided to
Bank in said Delaware Subsidiary Perfection Certificate have not changed, as of the date hereof. Borrower hereby acknowledges
and agrees that all references in the Loan Agreement to “Perfection Certificate” shall mean and include, collectively,
the Existing Borrower Perfection Certificates and the New Borrower Perfection Certificate.


 


12.
Integration.
This Amendment 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 Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


13.
Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


14.
Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto,
and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with this Amendment.


 


[Signature
page follows.]





 




    	 	27	 



    	 



    

 


In
Witness Whereof, this Amendment and all documents
executed in connection therewith, or relating thereto, have been negotiated, prepared and deemed to be executed by Borrower in
the United States of America. In addition, the parties hereto have caused this Amendment to be duly executed and delivered as
of the date first written above.


 








	BANK	 
	 	 
	SILICON
    VALLEY BANK	 
	 	 	 
	By:
    	/s/
    Nathan Meaux	 
	Name:
    	Nathan
    Meaux	 
	Title:	Vice
    President	 


 





	BORROWER	 
	 	 	 
	CANCER
    GENETICS, INC.	 
	 	 	 
	By:	/s/
    John A. Roberts	 
	Name:	John
    A. Roberts 	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	GENTRIS,
    LLC	 
	 	 	 
	By:	/s/
    John A. Roberts 	 
	Name:	John
    A. Roberts	 
	Title:
    	Chief
    Executive Officer 	 
	 	 	 
	VIVOPHARM,
    LLC	 
	 	 	 
	By:	/s/
    John A. Roberts 	 
	Name:	John
    A. Roberts 	 
	Title:
    	Chief
    Executive Officer	 


 


[Signature
page to Joinder and Second Amendment to


Amended
and Restated Loan and Security Agreement]





 




    	 



    	 



    

 





	Executed
                                         by RDDT A VIVOPHARM

                                                                     COMPANY
                                         PTY LTD in accordance with

                                                                     Section
                                         127 of the Corporations Act 2001
	 	 
	 	 	 
	/s/
    John A. Roberts	 	/s/
    Ralf Brandt
	Signature
    of director	 	Signature
                                         of director/company secretary

        (Please
        delete as applicable)

	John
    A. Roberts	 	Ralf
    Brandt
	Name
    of director (print)	 	Name
    of director/company secretary (print)





 


The
undersigned hereby certifies, to the best of his or her knowledge, that the information set out in the Parent Perfection Certificate
is true, complete and correct.


 


	 	Date:
    June 21, 2018 
	 	 	 
	 	CANCER
    GENETICS, INC.
	 	 	 
	 	By:	/s/
    John A. Roberts
	 	Name:	John
    A. Roberts
	 	Title:	Chief
    Executive Officer 
	 	Email:	jay.roberts@cgix.com
    
	 	Phone:	   201-528-9200 


 


The
undersigned hereby certifies, to the best of his or her knowledge, that the information set out in the Delaware Subsidiary Perfection
Certificate is true, complete and correct.


 


	 	Date:
    June 21, 2018 
	 	 	 
	 	GENTRIS,
    LLC
	 	 	 
	 	By:	/s/
    John A. Roberts
	 	Name:	John
    A. Roberts
	 	Title:	Chief
    Executive Officer 
	 	Email:	jay.roberts@cgix.com
    
	 	Phone:	   201-528-9200











 


[Signature
page to Joinder and Second Amendment to


Amended
and Restated Loan and Security Agreement]


 




    	 



    	 



    

 


Schedule
1


 


The
Collateral consists of all of Parent’s, Delaware Subsidiary’s and Vivo’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, Intellectual Property, domain names, commercial tort claims, documents,
instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates
of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever
located; and


 


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


 


Notwithstanding
the foregoing, the Collateral does not include any of the following: (a) more than sixty-five percent (65%) of the presently existing
and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares
entitle the holder thereof to vote for directors or any other matter, (b) any security deposits provided to landlords in the ordinary
course of business, (c) the CD Accounts, or (c) motor vehicles.


 










    	 



    	 



    

 


Schedule
2


 


EXHIBIT
B


 


COMPLIANCE
CERTIFICATE



  





	TO:
                           SILICON VALLEY BANK

	Date: ______________________



 





FROM:
Cancer Genetics, Inc., Gentris, LLC, VIVOPHARM, LLC, and RDDT
A VIVOPHARM COMPANY PTY LTD


 


The
undersigned authorized officer of Cancer Genetics, Inc., Gentris, LLC, and RDDT
A VIVOPHARM COMPANY PTY LTD (collectively, “Borrower”) certifies that under the terms and conditions
of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower
is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are
no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on
this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete
in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns
and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been
levied or claims made against Borrower or any of its Subsidiaries, if any, relating to unpaid employee payroll or benefits of
which Borrower has not previously provided written notification to Bank.


 


Attached
are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with
GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned
acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with
any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized
terms used but not otherwise defined herein shall have the meanings given them in the Agreement.


 


	Please
    indicate compliance status by circling Yes/No under “Complies” column.
	 
	Reporting
    Covenants	 	Required	 	Complies
	 	 	 	 	 
	Monthly
                                         financial statements (consolidated and

        consolidating)
        with Compliance Certificate
	 	Monthly
    within 30 days	 	Yes
    No
	Annual
    financial statements (CPA Audited)	 	Earlier
    of FYE within 150 days or within 5 days after filing with SEC	 	Yes
    No
	10-Q,
    10-K and 8-K	 	Within
    5 days after filing with SEC	 	Yes
    No
	A/R
    & A/P Agings and Deferred Revenue reports	 	Monthly
    within 30 days	 	Yes
    No
	Board-approved
    Projections	 	FYE
    within 60 days	 	Yes
    No
	Borrowing
    Base Reports	 	Monthly
    within 7 days and with each Advance request	 	Yes
    No
	13-week
    cash flow forecast (prior to the occurrence of the Second Equity Event)	 	Weekly
    on Friday of each week	 	Yes
    No



 








The
following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________
 



 






    	 



    	 



    




 


	Financial
    Covenants	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Maintain
    as indicated:	 	 	 	 	 	 
	Adjusted
    EBITDA (three-month, tested monthly)	 	*$________	 	$________	 	Yes
    No
	Minimum
    Revenue (tested quarterly)	 	**$________	 	$________	 	Yes
    No
	Minimum
    Liquidity (tested monthly)	 	$2,000,000.00	 	$________	 	Yes
    No








 


*As
set forth in Section 6.9(a)


*As
set forth in Section 6.9(b)


 


	Streamline
    Period	 	Required	 	Actual	 	Complies
	Maintain:	 	 	 	 	 	 
	Adjusted
    Quick Ratio 	 	>
    1.50:1.0	 	_____:1.0	 	Yes
    No


 


The
following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as
of the date of this Certificate.


 


Other
Matters


 


	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


 


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


—————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————————


 


	CANCER
    GENETICS, INC.	 	BANK
    USE ONLY
		 	 	 	 
	By:
    		 	Received
    by: 	 
	Name:	 	 	 	AUTHORIZED
    SIGNER 
	Title:
    	 	 	Date:
    	 
	 	 	 		 
	GENTRIS,
    LLC	 	Verified:	 
	 	 	 	authorized
    signer
	By:
    		 	Date:	 
	Name:	 	 	 	
	Title:
    	 	 	Compliance
    Status: Yes      No
	 	 	 		 
	VIVOPHARM,
    LLC	 	 	 
	 	 	 	 
	By:
    		 	
	Name:
    		 	 	 
	Title:
    		 	 	 
	 	 	 	 	 
	RDDT
    A VIVOPHARM COMPANY PTY LTD	 	 	 
	 	 	 	 	 
	By:
    	 	 	 	 
	Name:
    		 	 	 
	Title:
    	               	 	 	 





 




    	 



    	 



    

 


Schedule
1 to Compliance Certificate


 


Financial
Covenants of Borrower


 


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


 


Dated:
____________________


 


I.
Adjusted EBITDA (Section 6.9(a)) (three-months, tested monthly) (calculated on a consolidated basis with respect to Borrower
and its Subsidiaries)


 


Required:
*$___________


 


*As
set forth in Section 6.9(a)


 


Actual:
$___________


 


	A.	 	Net
    Income	 	$______

        

	 	 	 	 	 
	B.	 	To
                                         the extent included in the determination of Net Income:

        
	 	 
	 	 	 	 	 
	 	 	1.
    Interest Expenses	 	$______
	 	 	 	 	 
	 	 	2.
    depreciation expense	 	$______

        

	 	 	 	 	 
	 	 	3.
    amortization expense	 	$______

        

	 	 	 	 	 
	 	 	4.
                                         non-cash stock compensation expense

        
	 	$______

        

	 	 	 	 	 
	 	 	5.
                                         income tax expense

        
	 	$______

        

	 	 	 	 	 
	 	 	6.
                                         restructuring and severance costs (not to exceed $200,000.00 in the aggregate in any
                                         fiscal year of Borrower)

        
	 	$______

        

	 	 	 	 	 
	 	 	7.
                                         without duplication of 6, severance costs not exceeding One Hundred Ninety Thousand Dollars
                                         ($190,000.00) in the aggregate during the first (1st) quarter of Borrower’s
                                         2017 fiscal year

        
	 	$______

	 	 	 	 	 
	C.	 	The
    sum of lines 1 through 7	 	$_______

        

	 	 	 	 	 
	D.	 	Unfinanced
    capital expenditures	 	$_______

        

	 	 	 	 	 
	E.	 	Adjusted
                                         EBITDA (line A plus line C minus line D)
	 	$_______

        



 


Is
line E equal to or greater than *$________?


 


________
No, not in compliance


 


________
 Yes, in compliance


 






    	 



    	 



    




 





II.
Minimum Revenue (Section 6.9(b)) (tested quarterly for a quarterly period) (calculated on a consolidated basis with respect
to Borrower and its Subsidiaries)


 


Required:
*$___________


 


*As
set forth in Section 6.9(b)


 


Actual:
$___________


 


Is
the actual revenue equal to or greater than *$________?


 


________
 No, not in compliance


 


________
Yes, in compliance


 


III.
Minimum Liquidity (Section 6.9(c)) (tested monthly) (calculated with respect to Borrower only, and not on a consolidated
basis)


 


Required:
$2,000,000.00


 


Actual:
$___________


 


	A.	 	Aggregate
    amount of unrestricted and unencumbered cash held at such time by Borrower in accounts maintained with Bank	 	$______

        

	 	 	 	 	 
	B.	 	Availability
    Amount	 	$_______

        

	 	 	 	 	 
	C.	 	Liquidity
                                         (line A plus line B)

        
	 	$_______

        



 


Is
line C equal to or greater than $2,000,000.00?


 


________
 No, not in compliance


 


________
Yes, in compliance


 




    	 



    	 



    

 


Schedule
3


 


Amendments
to Parent Perfection Certificate 


 





	 	1.	Section 2 of the
    Parent Perfection Certificate is amended by inserting the following text to appear as new subsections (d) and (e) thereof,
    immediately following subsection (c) thereof:












 


“
d. Does any individual, directly or indirectly (for example, if applicable, through such individual’s
equity interests in the Company’s parent entity), through any contract, arrangement, understanding, relationship or otherwise,
own 25% or more of the equity interests of the Company:


 


Yes
[  ] No [X]


 


If
yes, complete the following information:


 


	 	 	Name	 	Date
                                         of

                                                                                birth
	 	Residential

                                                                                address
	 	For
                                         US

                                                                     Persons,

                                                                     Social

                                                                     Security

                                                                     Number:

        (non-US

        persons

        should

        provide
        SSN

        if
        available)
	 	For
                                         Non-US P

                                                                                ersons:
                                         Type

                                                                                of
                                         ID, ID

                                                                                number,

                                                                                country
                                         of

                                                                                issuance,

                                                                                expiration
                                         date
	 	Percentage

                                                                     of

                                                                     ownership

        (if
        indirect

        ownership,

        explain

        structure)

	1	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 	 	 


 


e.
Identify one individual with significant responsibility for managing the Company, i.e., an executive officer or senior manager
(e.g., Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Chief Operating Officer, Managing
Member or General Partner) or any other individual who regularly performs similar functions. If appropriate, an individual listed
in Section 2(d) above may also be listed here.


 


	 	 	Name	 	Date
    of birth	 	Residential
    address	 	For
                                         US Persons, Social Security Number:

        (non-US
        persons should provide SSN if available)
	 	For
                                         Non-

                                                                                US
                                         Persons:

                                                                                Type
                                         of ID,

                                                                                ID
                                         number, country of issuance, expiration date

	1	 	John
    A. Roberts	 	June
    26, 1958	 	 	 	 	 	N/A


”








 










    	 



    	 



    

 


Schedule
4


 


Amendments
to Delaware Subsidiary Perfection Certificate 


 





	 	1.	Section 2 of the Delaware Subsidiary Perfection
    Certificate is amended by inserting the following text to appear as new subsections (d) and (e) thereof, immediately following
    subsection (c) thereof:	 






 





“
d. Does any individual, directly or indirectly (for example, if applicable, through such individual’s
equity interests in the Company’s parent entity), through any contract, arrangement, understanding, relationship or otherwise,
own 25% or more of the equity interests of the Company:


 


Yes
[  ] No [X]


 


If
yes, complete the following information:


 


	 	 	Name	 	Date
                                         of

                                                                                birth
	 	Residential
    address	 	For
                                         US Persons, Social Security Number:

        (non-US
        persons should provide SSN if available)
	 	For
    Non-US Persons: Type of ID, ID number, country of issuance, expiration date	 	Percentage
                                         of ownership

        (if
        indirect ownership, explain structure)

	1	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	 	 	 	 	 	 	 	 	 


 


e.
Identify one individual with significant responsibility for managing the Company, i.e., an executive officer or senior manager
(e.g., Chief Executive Officer, President, Vice President, Chief Financial Officer, Treasurer, Chief Operating Officer, Managing
Member or General Partner) or any other individual who regularly performs similar functions. If appropriate, an individual listed
in Section 2(d) above may also be listed here.


 


	 	 	Name	 	Date
                                         of birth
	 	Residential

                                                                                address
	 	For
                                         US Persons, Social Security Number:

        (non-US
        persons should provide SSN if available)
	 	For
                                         Non-

                                                                                US
                                         Persons:

                                                                                Type
                                         of ID,

                                                                                ID
                                         number,

                                                                                country
                                         of issuance,

                                                                                expiration

                                                                                date

	1	 	John
    A. Roberts	 	June
    26, 1958	 	 	 	 	 	N/A





”