Loan and Security Agreement



 Exhibit 10.16 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (this
“Agreement”) dated as of March 30, 2012 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314
(“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a
Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the
“Lenders”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (individually and collectively, jointly and severally, “Borrower”),
provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows: 
  

	1.	ACCOUNTING AND OTHER TERMS 

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

	2.	LOANS AND TERMS OF PAYMENT 

 2.1 Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced to Borrower by such Lender and accrued and unpaid
interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement. 
 2.1.1 Revolving
Advances. 
 (a) Availability. Subject to the terms and conditions of this Agreement, Lenders shall make Advances,
severally and not jointly according to each Lender’s Revolving Line Commitment, in an aggregate amount not to exceed the Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the Maturity Date, reborrowed, subject to the
applicable terms and conditions precedent herein. 
 (b) Termination; Repayment. The Revolving Line terminates on the
Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

2.1.2 Term Loans. 
 (a) Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate
amount up to Seven Million Five Hundred Thousand Dollars ($7,500,000) according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A
Loan”, and collectively as the “Term A Loans”). After repayment, no Term A Loan may be re-borrowed. 

(ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Term B Loan Draw
Period, to make term loans to Borrower in an aggregate amount up to Five Million Five Hundred Thousand Dollars ($5,500,000) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are
hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”; each Term A Loan or Term B Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans and the
Term B Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term B Loan may be re-borrowed. 

  
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 (b) Repayment. (i) Borrower shall make monthly payments of interest only
commencing on the first (1st) Payment Date following the Funding Date of the Term A Loans, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization
Date. Borrower agrees to pay, on the Effective Date, any initial partial monthly interest payment otherwise due for the period between the Funding Date of the Term A Loan and the first Payment Date. Commencing on the Amortization Date, and
continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct
absent manifest error) based upon: (1) the amount of such Lender’s Term A Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid
principal and accrued and unpaid interest with respect to the Term A Loans is due and payable in full on the Maturity Date. The Term A Loans may only be prepaid in accordance with Sections 2.1.2(c) and 2.1.2(d). 

(ii) Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of
the Term B Loans, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of the Term B Loan, any initial
partial monthly interest payment otherwise due for the period between the Funding Date of the Term B Loan and the first Payment Date related thereto. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter,
Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of
such Lender’s Term B Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued interest with respect to the
Term B Loans is due and payable in full on the Maturity Date. The Term B Loans may only be prepaid in accordance with Sections 2.1.2(c) and 2.1.2(d). 
 (c) Mandatory Prepayments. If the Term Loans are accelerated following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Lenders, payable to each
Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment,
(iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the
foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its
respective Pro Rata Share, the Final Payment in respect of the Term Loan(s). 
 (d) Permitted Prepayment of Term Loans.
Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at
least fifteen (15) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding
principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses
and interest at the Default Rate with respect to any past due amounts. 
 2.2 Overadvances. If, at any time, the
outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to the Lenders in cash such excess. 

2.3 Payment of Interest on the Credit Extensions. 
 (a) Interest Rates. 
 (i) Term Loans. Subject to Section 2.3(b), the
principal amount outstanding under the Term Loans shall accrue interest at a fixed per annum rate (which rate shall be fixed for the duration of the applicable Term Loan) equal to the Basic Rate, determined by Collateral Agent on the Funding Date of
the applicable Term Loan, which interest shall be payable monthly in arrears in accordance with Sections 2.1.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall
accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid in full. 

  
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 (ii) Advances. Subject to Section 2.3(b), the principal amount outstanding under the
Revolving Line shall accrue interest at a floating per annum rate equal to the greater of (A) three and seven tenths of one percentage points (3.70%) above the Prime Rate or (B) six and ninety five one hundredths of one percent
(6.95%), which interest shall be payable monthly in arrears in accordance with Sections 2.1.1(b) and 2.3(e). 
 (b)
Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points
(5.00%) (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default
or otherwise prejudice or limit any rights or remedies of Collateral Agent. 
 (c) Adjustment to Interest Rate. Changes
to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change. 

(d) 360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve
(12) months of thirty (30) days. 
 (e) Debit of Accounts. Collateral Agent and each Lender may debit (or ACH)
any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such debits
(or ACH activity) shall not constitute a set-off. 
 (f) Payments. Except as otherwise expressly provided herein, all
payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is
payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a
Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of
principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. 

2.4 Secured Promissory Notes. The Term Loans and Advances shall be evidenced by a Secured Promissory Note or Notes in the form
attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of
any Term Loan or Advance or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or
Advance (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan and each Advance set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing
and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory
Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory
Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor. 
 2.5 Fees. Borrower shall pay to Collateral Agent: 
 (a) Facility
Fee. A fully earned, non-refundable facility fee of Seventy Five Thousand Dollars ($75,000.00) to be shared between the Lenders with Fifty Thousand Dollars ($50,000.00) for Oxford and Twenty Five Thousand Dollars ($25,000.00) for SVB (receipt of
which the Lenders hereby acknowledge); 

  
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 (b) Final Payment. The Final Payment, when due hereunder, to be shared between the
Lenders in accordance with their respective Pro Rata Shares of the Term Loans; 
 (c) Prepayment Fee. The Prepayment Fee,
when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares of the Term Loans; 

(d) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), to be shared between
the Lenders in accordance with their respective Revolving Line Commitments, payable monthly, in arrears, on a calendar year basis, in an amount equal to nine tenths of one percent (0.9%) per annum of the average unused portion of the Revolving Line.
The unused portion of the Revolving Line, for purposes of this calculation, shall equal the difference between (x) the Revolving Line amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing
balance of the Revolving Line outstanding. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by the Lenders pursuant to this Section notwithstanding any termination of
the Agreement or the suspension or termination of the Lenders’ obligation to make loans and advances hereunder; and 
 (e)
Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due. 

2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto).
Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to the Lenders,
Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction,
each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon
request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such
withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall
survive the termination of this Agreement. 
  

	3.	CONDITIONS OF LOANS 


3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make the initial Credit Extension is subject
to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral
Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: 
 (a) original Loan
Documents, duly executed by Borrower and each Subsidiary, as applicable; 
 (b) duly executed original Control Agreements with
respect to any Collateral Accounts maintained by Borrower; 
 (c) duly executed original Secured Promissory Notes in favor of
each Lender according to its Term A Loan Commitment Percentage; 
 (d) the Operating Documents and good standing certificates of
Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty
(30) days prior to the Effective Date; 

  
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 (e) a completed Perfection Certificate for Borrower and each of its Subsidiaries;

 (f) the Annual Projections, for the current fiscal year ending December 31, 2012; 

(g) duly executed original officer’s certificate for Borrower that is a party to the Loan Documents, in a form acceptable to
Collateral Agent and the Lenders; 
 (h) certified copies, dated as of date no earlier than thirty (30) days prior to the
Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted
Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (i) a landlord’s
consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations; 
 (j) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Fifty
Thousand Dollars ($150,000); 
 (k) the Post Closing Letter; 

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

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

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

(o) a payoff letter from Comerica Bank in respect of the Existing Indebtedness; 

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

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

3.2 Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the
initial Credit Extension, is subject to the following conditions precedent: 
 (a) receipt by Collateral Agent of an executed
Disbursement Letter in the form of Exhibit B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance Request Form in the form of Exhibit B-2 attached hereto; 

(b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date
of the Disbursement Letter (and the Loan Payment/Advance Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and
no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are
true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; 

  
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 (c) in such Lender’s sole discretion, there has not been any Material Adverse Change or
any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; 
 (d) to the extent not delivered at the Effective Date, (i) duly executed original Secured Promissory Notes, in number, form and content acceptable to each Lender, and in favor of each Lender
according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date and (ii) duly executed original Warrants in favor of each Lender exercisable into the number of shares of Series D
Preferred Stock of Borrower equal to the Warrant Coverage divided by $0.2640 per share (or a sufficient number of shares of Next Round Stock (as defined in the Warrant) based on the Warrant Coverage), with respect to such Credit Extension to be made
by such Lender after the Effective Date; and 
 (e) payment of the fees and Lenders’ Expenses then due as specified in
Section 2.5 hereof. 
 3.3 Conditions Precedent to the Term B Loan. The obligation of each Lender to make the Term B
Loan is subject to the following conditions precedent: 
 (a) Borrower shall have delivered to each Lender (i) a Note in
respect of such Term B Loan and (ii) a Warrant exercisable into the number of shares of Series D Preferred Stock of Borrower equal to the Warrant Coverage divided by $0.2640 per share (or a sufficient number of shares of Next Round Stock
(as defined in the Warrant) based on the Warrant Coverage), with respect to such Term B Loan to be made by such Lender; and 

(b) satisfaction of the requirements of Section 3.4 below. 
 3.4 Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral Agent under this Agreement as a condition precedent to any
Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver
such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion. 

3.5 Procedures for Borrowing. 
 (a) Term Loan. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the
Lenders (which notice shall be irrevocable) by facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date the Term Loan is to be made. Together with any such facsimile or telephonic notification, Borrower shall
deliver to the Lenders by facsimile a completed Disbursement Letter (and the Loan Payment/Advance Request Form, with respect to SVB) executed by a Responsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a
person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Commitment Percentage of such
requested Term Loan. 
 (b) Advances. Subject to the prior satisfaction of all other applicable conditions to the making
of an Advance set forth in this Agreement, to obtain an Advance, Borrower shall notify Lenders (which notice shall be irrevocable) by facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with any such
facsimile or telephonic notification, Borrower shall deliver to Lenders by facsimile a completed Loan Payment/Advance Request Form and a Borrowing Base Certificate, each executed by a Responsible Officer or his or her designee. Lenders may rely on
any telephone notice given by a person whom Lenders believes is a Responsible Officer or designee. The Lenders shall credit Advances to the Designated Deposit Account. Lenders may make Advances under this Agreement based on instructions from a
Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. 

  
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	4.	CREATION OF SECURITY INTEREST 

 4.1 Grant of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a
continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower
represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of
this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the
general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms
of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. 
 Borrower
acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be
deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have
superior priority to Bank’s Lien in this Agreement). 
 If this Agreement is terminated, Collateral Agent’s Lien in
the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the
Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all
Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein 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 one hundred percent (100%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred five percent (105%), 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 good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. 

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

 4.3 Pledge of Collateral. Borrower hereby pledges, collaterally assigns and grants to Collateral Agent, for the
ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in
connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Within sixty (60) days after the Effective Date, or, to the extent not certificated as of the Effective Date,
within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required
by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an
Event of Default hereunder, Collateral Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing
such securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the
perfection of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with


  
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respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would
be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance
of an Event of Default. 
  

	5.	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants to Collateral Agent and the Lenders as follows at all times: 
 5.1 Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of
organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be
qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection
certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of
its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of
the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or
accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as
Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years,
changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction except as indicated in the Perfection Certificate; and (f) all other information set forth on the Perfection
Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete in all material respects (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the
Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review
and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s
organizational identification number within five (5) Business Days of receiving such organizational identification number. 

The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been
duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate
any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or
any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already
been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective
properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse
Change. 
 5.2 Collateral. 
 (a) Borrower and each its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under the Loan Documents, free and
clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other
investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to
give Collateral Agent a perfected security interest therein if required pursuant to the terms of this Agreement. The Accounts are bona fide, existing obligations of the Account Debtors. 

  
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 (b) On the Effective Date, the Collateral is not in the possession of any third party bailee
(such as a warehouse) except as disclosed in the Perfection Certificate or as permitted by Section 7.2, and, as of the Effective Date, no such third party bailee possesses components of the Collateral in excess of One Hundred Fifty Thousand
Dollars ($150,000). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11. 

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

(d) Except (i) as disclosed in the Perfection Certificate or as otherwise disclosed to the Collateral Agent in writing pursuant to
the terms of this Agreement and (ii) for Permitted Licenses, Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except
as noted on the Perfection Certificates or as otherwise disclosed to Collateral Agent pursuant to the terms of this Agreement, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material
agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such
material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written
notice to Collateral Agent and each Lender within thirty (30) days of Borrower or any of its Subsidiaries entering into or becoming bound by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than
over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender reasonably requests to obtain the consent of, or
waiver by, any Person whose consent or waiver is necessary for (i) all such licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to
have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have
the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents. 

(e) The Eligible Accounts are bona fide existing obligations of the Account Debtors. The property or services giving rise to such
Eligible Accounts has been delivered or rendered to the Account Debtor or its agent for immediate shipment to and unconditional acceptance by the Account Debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any
Account Debtor whose accounts are included in any Borrowing Base Certificate as an Eligible Account. 
 5.3 Accounts
Receivable. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct
and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Collateral Agent or any Lender may
notify any Account Debtor owing Borrower money of Collateral Agent’s security interest in such funds and verify the amount of such Eligible Account; provided, however, so long as no Event of Default has occurred and is continuing, Collateral
Agent or any Lender will consult with Borrower prior to making any contact with any such Account Debtor. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable
laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate. To the best of Borrower’s
knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

 5.4 Litigation. Except as disclosed on the Perfection Certificates or pursuant to Section 6.9, there are no
actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than One Hundred Thousand Dollars ($100,000). 


  
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 5.5 No Material Deterioration in Financial Condition; Financial Statements. All
consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Borrower’s
Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries as of the dates and for the periods presented (except with respect to unaudited financial statements, subject to normal year-end adjustments and for the
absence of footnotes). There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender. 

5.6 Solvency. Borrower is Solvent. Borrower and each of its Subsidiaries, as determined on a consolidated basis, are Solvent.

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

  
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with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of
any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other
Governmental Authority. 
 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as
working capital and to fund its general business requirements or for other general corporate purposes in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. A portion of the proceeds of
the initial Credit Extensions shall be used by Borrower to repay the Existing Indebtedness in full on the Effective Date. 

5.11 Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual
obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options
exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To Borrower’s knowledge, the Shares are not the subject of any present or threatened suit,
action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings. 
 5.12 Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender,
as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are
not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 
 5.13 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best
of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers. 

 

	6.	AFFIRMATIVE COVENANTS 

 Borrower shall, and shall cause each of its Subsidiaries to, do all of the following: 
 6.1 Government Compliance. 
 (a) Except as permitted by Section 7.3,
maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a
Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change. 

(b) Obtain and keep in full force and effect, all of the Governmental Approvals necessary for the performance by Borrower and its
Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly provide copies to
Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries. 
 6.2 Financial
Statements, Reports, Certificates. 
 (a) Deliver to each Lender: (i) as soon as available, but no later than thirty
(30) days after the last day of each month, a company prepared consolidated balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries, for such month certified by a Responsible
Officer and in a 

  
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form reasonably acceptable to Collateral Agent; (ii) as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited
consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except a qualification with respect to going-concern for the opinion delivered for Borrower’s 2011, 2012 and 2013 fiscal years)
on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later
than thirty (30) days after the last day of each of Borrower’s fiscal years, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial
projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”; provided that, any
revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval, and, unless Collateral Agent notifies Borrower to the
contrary in writing within thirty (30) days after receipt thereof, the term “Annual Projections” shall include such revisions); (iv) within five (5) days of delivery, copies of all statements, reports and notices made
available to Borrower’s security holders or holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of
filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, (vi) quarterly notice of (A) any material change in the composition of the Intellectual Property, (B) the registration of any copyright,
including any subsequent ownership right of Borrower or any of its Subsidiaries in or to any copyright, patent or trademark, and (C) Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the
value of the Intellectual Property; (vii) as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each deposit account or securities account maintained by
Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s), and (viii) other financial information as reasonably requested by Collateral Agent or
any Lender. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address. 

(b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty
(30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer. 
 (c) Within thirty (30) days after the last day of each month and contemporaneously with the request for any Advance hereunder, a duly completed Borrowing Base Certificate signed by a Responsible
Officer, together with aged listings of accounts receivable and accounts payable (by invoice date); 
 (d) Keep proper books of
record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its
Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to
visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often
than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. 
 6.3 Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such
Subsidiary’s, customary practices as they exist at the Effective Date or as are approved in writing by Collateral Agent from time to time. Borrower must promptly notify Collateral Agent and the Lenders of all returns, recoveries, disputes and
claims that involve more than Two Hundred Fifty Thousand Dollars ($250,000) individually or in the aggregate in any calendar year. 
 6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all
foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof and shall deliver to Lenders,
on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans. 

  
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 6.5 Insurance. Keep Borrower’s and its Subsidiaries’ business and the
Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in
amounts that are reasonably satisfactory to Collateral Agent and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all
liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. All policies (or the loss payable endorsement and additional insured endorsements) shall provide that the insurer shall endeavor to give Collateral
Agent at least thirty (30) days notice before canceling, except in the case of non-payment where the notice will be twenty (20) days, amending, or declining to renew its policy. At Collateral Agent’s request, Borrower shall deliver
certified copies of policies and evidence of all premium payments. Proceeds payable under any policy (and in the case of any general liability insurance policy, any proceeds in excess of any amounts paid on claims made in respect of such policy)
shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing,
Borrower shall have the option of applying the proceeds of any casualty policy up to One Hundred Thousand Dollars ($100,000) with respect to any loss, but not exceeding Two Hundred Thousand Dollars ($200,000), in the aggregate for all losses under
all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and
(ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy
shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5
or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5,
and take any action under the policies Collateral Agent or such Lender deems prudent. 
 6.6 Operating Accounts.

 (a) Maintain Borrower’s and its Subsidiaries’ (other than NanoString UK), primary domestic Collateral Accounts with
Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, except as provided below. Notwithstanding the forgoing, Borrower may maintain (i) the Existing Comerica Accounts so long as
(A) Borrower delivers a Control Agreement over such account in favor of, and in form and substance satisfactory to, Collateral Agent; and (B) such accounts are closed within one hundred eighty (180) days of the Effective Date, and
(ii) the Comerica Letter of Credit Account. 
 (b) Borrower shall provide Collateral Agent five (5) days’ prior
written notice before Borrower or any of its Subsidiaries establishes any Collateral Account at or with any Person other than Bank or its Affiliates. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time
maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such
Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written
consent of Collateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or
any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates; (ii) foreign deposit accounts maintained by NanoString UK; provided that the aggregate amount in such accounts shall
not exceed the lower of (x) ten percent (10%) of the aggregate amount of Borrower’s and its Subsidiaries’ Cash and Cash Equivalents, or (y) One Hundred Thousand Dollars ($100,000), in each case, at any time and
(iii) the Comerica Letter of Credit Account. 
 (c) Lockbox; Account Collection Services. 

(i) From and after the date that is thirty (30) days after the Effective Date, Borrower shall direct each Account Debtor (and each
depository institution where proceeds of Accounts are on deposit) to remit 

  
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payments with respect to the Accounts to a lockbox account established with Bank or to wire transfer payments to a cash collateral account that Bank controls (collectively, the
“Lockbox”). It will be considered an immediate Event of Default if the Lockbox is not set-up and operational as of the date set forth in the preceding sentence; provided that Borrower shall have up to ninety (90) days after the
Effective Date to transition all customer payments to the Lockbox. 
 (ii) From and after the date that is thirty
(30) days after the Effective Date, upon receipt by a Borrower of proceeds of Accounts not directed to the Lockbox, if any, Borrower shall immediately transfer and deliver same to Bank, along with a detailed cash receipts journal. Provided no
Event of Default exists, within three (3) Business Days of receipt of such amounts by Bank, Bank will turn over to Borrower the proceeds of the Accounts, less any amounts due to Bank, other fees and expenses, or otherwise. This
Section does not impose any affirmative duty on Bank to perform any act other than as specifically set forth herein. All Accounts and the proceeds thereof are Collateral and if an Event of Default exists and is continuing, Bank may apply the
proceeds of such Accounts to the Obligations. Without limiting the foregoing, the Lockbox (and the amounts in the Lockbox) shall be subject to a “lock box control” agreement which will provide for, among other things the establishment of
“control” within the meaning of Article 9 of the UCC. Unless an Event of Default has occurred and is continuing, the Borrower shall have immediate and full access to any funds held in the Lockbox account and such funds shall not be subject
to any conditions or restrictions whatsoever other than those of the Bank and as provided in this Agreement and related documents; provided, however, that nothing herein shall (i) affect or reduce Borrower’s obligations to pay in full all
amounts due to Lenders under this Agreement, or (ii) in any manner limit the recourse of Lender or the Collateral Agent to the Collateral to satisfy the Borrower’s Obligations. 

6.7 Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable
efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its
Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent. 

6.8 Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make
available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may
reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to Borrower. 

6.9 Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders of any
litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand
Dollars ($100,000) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business
Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the
Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default. 

6.10 Intentionally Omitted. 
 6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses,
or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and
such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or
any such storage with or delivery to any such bailee, as the case may be. 
 6.12 Creation/Acquisition of Subsidiaries.
In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation 

  
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or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or
to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower
shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates
or acquires a Subsidiary that is not an entity organized under the laws of the United States or any territory thereof (a “Foreign Subsidiary”) in an acquisition permitted by Section 7.7 hereof or otherwise approved by the
Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and
(ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower
demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of
the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. 

6.13 Further Assurances. 
 (a) Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the
purposes of this Agreement. 
 (b) Deliver to Collateral Agent and Lenders, within five (5) Business Days after the same
are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to
Borrower’s business or otherwise reasonably be expected to have Material Adverse Change. 
 6.14 Right to Invest.
Borrower shall grant to each Lender a right to invest in Borrower’s future private equity rounds on the terms and conditions as more fully set forth in the Investment Letters. 

 

	7.	NEGATIVE COVENANTS 


Borrower shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the
Required Lenders: 
 7.1 Dispositions. Convey, sell, lease, transfer, assign, dispose of or otherwise make cash payments
consisting of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) consisting of cash payments made in the ordinary course of business to the
extent such payments are reflected in the Annual Projections; (b) of Inventory in the ordinary course of business; (c) of worn-out or obsolete Equipment; (d) in connection with Permitted Liens and Permitted Investments or transactions
permitted by Section 7.3; (e) consisting of Permitted Licenses; or (f) in an aggregate amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) above what is contemplated in the Annual Projections in any fiscal year. Without
limiting the foregoing, Borrower may not make Transfers in addition to those specifically enumerated above, unless and only to the extent the same are specifically reflected in the Annual Projections. 

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to
engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in the management
of Borrower unless a replacement for such Key Person is approved by Borrower’s Board of Directors and engaged by Borrower within one hundred eighty (180) days of such change, or (ii) consummate any transaction or series of related
transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such
transaction or related series of such transactions (other than (i) by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital or private equity investors so long as Borrower
identifies to Collateral Agent the venture capital or private equity investors prior to the closing of the transaction or (ii) if contemporaneously with the consummation of such transaction the Obligations are indefeasibly paid in full in
cash). 

  
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Borrower shall not, without at least fifteen (15) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such
new offices or business locations contain less than One Hundred Fifty Thousand Dollars ($150,000) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational
structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization. 
 7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or
substantially all of the capital stock, shares or property of another Person, except that a Subsidiary may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co-Borrower” hereunder or has provided a
secured Guaranty of Borrower’s Obligations hereunder in accordance with Section 6.12) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a
result therefrom. 
 7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary
to do so, other than Permitted Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its
property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest
granted herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of
Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security
interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein and
(ii) customary covenants contained in purchase agreements and/or acquisition agreements restricting the granting of security interests on Borrower’s or its Subsidiaries’ property pending the closing of such transactions, provided that
(i) such covenants do not at any time prohibit the Borrower or such Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ property in favor of Collateral Agent for the benefit of Lenders or in any way
impair the Liens in favor of Collateral Agent made in connection with this Agreement and (ii) no Event of Default has occurred and is continuing immediately prior to, nor would occur as a result of, entry into such purchase agreements and/or
acquisition agreements. For the avoidance of doubt, in no way shall the preceding sentence be deemed to constitute a waiver of, or otherwise limit, Borrower’s obligations under Section 7.2 or 7.3 of this Agreement. 

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

 7.7 Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or
make any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than (i) repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans,
director or consultant stock option plans, or similar plans, provided such repurchases do not exceed One Hundred Fifty Thousand Dollars ($150,000) in the aggregate per fiscal year, or (ii) conversions of Borrower’s convertible securities
into other securities pursuant to the terms of such convertible securities or otherwise in exchange therefor and the making of cash payments for any fractional shares upon such conversion or in connection with the exercise of warrants or similar
securities), provided that no Event of Default has occurred and is continuing, or would occur as a result of such conversion or payment, or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its
Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any
material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less
favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) equity investments by Borrower’s investors in Borrower or its Subsidiaries or bridge financing
transactions constituting Subordinated Debt, (c) transactions permitted under clause (f) of the definition of Permitted Investments (d) reasonable and customary fees paid to members of the board of directors of Borrower or its
Subsidiaries, and (e) compensation arrangements and benefit plans for officers of Borrower and its Subsidiaries entered into or maintained in the ordinary course of business. 

  
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 7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount
thereof or adversely affect the subordination thereof to Obligations owed to the Lenders. 
 7.10 Compliance. Become an
“investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its
Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred
compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

 7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that
pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and each of its
Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with
Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any
Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or
(a) is convicted on, (b) pleads nobo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries
shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or
receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. 
 7.12 Subsidiary Assets. Permit
the aggregate value of assets held by all Subsidiaries of Borrower to exceed ten percent (10%) of the aggregate value of assets held by Borrower and its Subsidiaries taken as a whole. 

 

	8.	EVENTS OF DEFAULT 


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

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

  
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 8.2 Covenant Default. 

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports,
Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), or 6.12 (Creation/Acquisition of Subsidiaries)
or Borrower violates any covenant in Section 7; or 
 (b) Borrower, or any of its Subsidiaries, fails or neglects to
perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or
cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty
(30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided
under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above; 
 8.3 Material Adverse Change. A Material Adverse Change occurs; 
 8.4
Attachment; Levy; Restraint on Business. 
 (a) (i) The service of process seeking to attach, by trustee or similar
process, any funds of Borrower or any of its Subsidiaries or of any entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its
Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against Borrower or any of its Subsidiaries assets by any government agency, and the same under subclauses (i) and (ii) hereof are
not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and 

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

8.5 Insolvency. (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries
begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any
Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed); 
 8.6 Other Agreements. There is a default
in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in
excess of One Hundred Fifty Thousand Dollars ($150,000) or that could reasonably be expected to have a Material Adverse Change; 

8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate,
of at least One Hundred Fifty Thousand Dollars ($150,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall
remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree); 

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

  
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 8.9 Subordinated Debt. A default or breach occurs under any agreement between
Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an
agreement with Collateral Agent or the Lenders breaches any terms of such agreement; 
 8.10 Governmental Approvals. Any
Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or
could reasonably be expected to result in a Material Adverse Change; or 
 8.11 Lien Priority. Any Lien created hereunder
or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have
priority in accordance with the terms of this Agreement. 
  

	9.	RIGHTS AND REMEDIES 


9.1 Rights and Remedies. 
 (a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of any Lender shall, without notice or demand, do any or all of the following:
(i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be immediately
due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this
Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for
Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders). 

(b) Without limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and
during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following: 
 (i) foreclose upon and/or sell or otherwise liquidate, the Collateral; 
 (ii)
apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of
Borrower; and/or 
 (iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency
Proceeding. 
 (c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and
(b) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following: 

(i) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent
considers advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account; 
 (ii) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Collateral
Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of
Collateral Agent’s rights or remedies; 

  
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 (iii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or
advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, mask works, rights of
use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in
connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the
Lenders; 
 (iv) place a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a
notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(v) demand and receive possession of Borrower’s Books; 
 (vi) appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent court will grant or authorize in accordance with any
applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; 
 (vii)
subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral
pursuant to the terms thereof); 
 (viii) for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an
amount equal to (x) if such Letters of Credit are denominated in Dollars, then one hundred percent (100%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then one hundred five percent (105%), of the Dollar
Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the
Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of
credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; and 
 (ix) terminate any FX
Contracts. 
 Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral
Agent shall have the right to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence,
“Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as,
without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance
coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral. 
 9.2 Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to:
(a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or
drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under
Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge
the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent 

  
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as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security
interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to
make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable
until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates. 

9.3 Protective Payments. If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or
fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment, and all
amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of
Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or
Collateral Agent’s waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds. Notwithstanding
anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times
thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall
have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and
(b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but
for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent
or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing,
(x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall
receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation
“ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be
necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled
payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made
on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any
kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such
Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable
transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as
agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein. 
 9.5 Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices and Section 9-207 of the Code regarding the safekeeping of the Collateral in
the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

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

	10.	NOTICES 

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

			
	If to Borrower:	  	 NANOSTRING TECHNOLOGIES, INC.

530 Fairview Avenue N, Suite 2000
 Seattle, WA
98109
 Attn: Wayne Burns, Chief Financial Officer
 Fax: (206)-299-3300
 Phone: (206) 378-6284

		
	with a copy (which shall not constitute notice) to:	  	 Wilson Sonsini Goodrich & Rosati
 650 Page Mill Road
 Palo Alto, CA 94304
 Attn: John Mao
 Fax: (650)-493-6811
 Phone: (650) 565-3913

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

Phone: (703) 518-2662



  
 22 










			
	with a copy to	  	 SILICON VALLEY BANK
 901 5th
Avenue, Suite 3900
 Seattle, WA 98164

Attn: Nick Christian
 Fax: (206)
225-8365
 Phone: (206) 342-7605

		
	with a copy (which shall not constitute notice) to:	  	 DLA Piper LLP (US)
 4365
Executive Drive, Suite 1100
 San Diego, California 92121-2133
 Attn: Troy Zander
 Fax: (858) 638-5086
 Phone: (858) 677-1486


  

	11.	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER, AND JUDICIAL REFERENCE 

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

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to
a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they
cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls
within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in
accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary
restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any
dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The
proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same
manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private 

  
 23 









 
judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or
appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in
this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability,
interpretation, and enforceability of this paragraph. 
  

	12.	GENERAL PROVISIONS 


12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each
Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment,
negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; provided, however, that
any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written consent of the Required
Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Collateral Agent
shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such
Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender
Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or
similar occurrence with respect to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a
vulture hedge fund, each as determined by Collateral Agent. 
 12.2 Indemnification. Borrower agrees to indemnify, defend
and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”)
harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions
contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan
Documents between Collateral Agent, and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.
Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any
kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents) in
connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of
Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Collateral Agent or
Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use
or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross
negligence or willful misconduct. 
 12.3 Time of Essence. Time is of the essence for the performance of all Obligations
in this Agreement. 

  
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 12.4 Severability of Provisions. Each provision of this Agreement is severable from
every other provision in determining the enforceability of any provision. 
 12.5 Correction of Loan Documents.
Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties. 
 12.6 Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder,
or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that 

(i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan
Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; 
 (ii) no
such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature; 

(iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce
the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or
waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of
the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell
or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this
clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the
definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations
under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of
the provisions of Section 9.4 or amend any of the definitions Pro Rata Share, Term Loan Commitment, Revolving Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs
or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders
shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence; 

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

 (b) Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required
Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower. 
 (c) This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents. 

  
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 12.7 Counterparts. This Agreement may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.8 Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations
(other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. Without limiting the foregoing, except as otherwise provided in Section 4.1, the
grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the
confidentiality provisions in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run. 
 12.9 Confidentiality. In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary
information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing
or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in
(a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective
transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators
or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or
Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that
either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent through no fault of any Lender or the Collateral Agent, or becomes part of the public
domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from
disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Collateral
Agent or the Lenders do not disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of the immediately preceding sentence shall survive the
termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9.

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

12.11 Silicon Valley Bank as Agent. Collateral Agent hereby appoints Silicon Valley Bank (“SVB”) as its agent (and SVB
hereby accepts such appointment) for the purpose of perfecting Collateral Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control, including without
limitation, all deposit accounts maintained at SVB. 

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

	13.	DEFINITIONS 


13.1 Definitions. As used in this Agreement, the following terms have the following meanings: 

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

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

“Affiliate” of any Person is a Person that owns more than ten percent (10%) of the voting stock of or controls
directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability
company, that Person’s managers and members. 
 “Agreement” is defined in the preamble hereof. 

“Amortization Date” is, with respect to the Term Loans, June 1, 2013. 

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

“Anti-Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224
(effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. 
 “Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause
(i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person
(other than a natural person) that administers or manages a Lender. 
 “Approved Lender” is defined in
Section 12.1. 
 “Availability Amount” is (a) the lesser of (i) the Revolving Line or
(ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances. 

“Bank 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


  
 27 









 
payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s
various agreements related thereto (each, a “Bank Services Agreement”). 
 “Bank” is defined
in the preamble hereof. 
 “Basic Rate” is, with respect to a Term Loan, the per annum rate of interest (based
on a year of three hundred sixty (360) days) equal to the greater of (i) eight and eighty nine one hundredths of one percent (8.89%) and (ii) the sum of (a) the three (3) month U.S. LIBOR rate reported in The Wall
Street Journal three (3) Business Days prior to the Funding Date of such Term Loan, plus (b) eight and thirty nine one hundredths of one percent (8.39%). 
 “Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or
acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated
national” or “blocked person” on the most current list published by OFAC or other similar list. 

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

“Borrowing Base” means an amount equal to eighty five percent (85%) of Eligible Accounts, as determined by Lenders
with reference to the most recent Borrowing Base Certificate delivered by Borrower. 
 “Borrowing Base
Certificate” is that certain certificate in the form attached hereto as Exhibit E. “Business Day” is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed. 

“Capital Event” is the receipt by Borrower on or after the Effective Date of unrestricted, non-contingent, immediately
available net cash proceeds of not less than Fifteen Million Dollars ($15,000,000) from (i) the issuance and sale by Borrower of unsecured subordinated convertible Indebtedness and/or its equity securities or (ii) payments in connection
with a joint venture, collaboration or other partnering transaction. 
 “Cash Equivalents” are
(a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing
no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) certificates of deposit maturing no more than one
(1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent; and (d) money market funds (i) which provide daily liquidity and
(ii) at least ninety-five percent (95%) of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. For the avoidance of doubt, the direct purchase by Borrower or any of its
Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by
Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments.
Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction
involving, or otherwise holding or engaging in any ownership interest in any type of debt instrument, consisting of any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and
more commonly referred to as an auction rate security. 

  
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 “CE Mark Event” means the receipt of evidence reasonably satisfactory to
Collateral Agent and Lenders of Borrower’s receipt of a CE Mark with respect to PAM50. 
 “Claims” are
defined in Section 12.2. 
 “Code” is the Uniform Commercial Code, as the same may, from time to time, be
enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the
definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to,
Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.
“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 
 “Collateral
Agent” is, Oxford, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders. 
 “Comerica Letters of Credit” means collectively, (i) that certain Letter of Credit (no. 632070-44) established by Comerica Bank, at the request of Borrower, and with BMR-530 Fairview
Avenue LLC, as beneficiary, in an amount not to exceed One Hundred Forty Two Thousand Six Hundred Eighty One and 25/100 Dollars ($142,681.25) (the “BMR Letter of Credit”) and (ii) that certain Letter of Credit (no. 650943-44)
established by Comerica Bank, at the request of Borrower, and with UniCredit SPA, as beneficiary, in an amount not to exceed Twenty Six Thousand and Ten Euros (26,010 Euros) (the “UniCredit Letter of Credit”). 

“Comerica Letter of Credit Account” means that certain account (no. 1894060746) maintained by Borrower at Comerica Bank
as collateral for and containing funds not to exceed an amount equal to the aggregate of (i) one hundred five percent (105%) of the face amount of the UniCredit Letter of Credit and (ii) one hundred percent (100%) of the face
amount of the BMR Letter of Credit. 
 “Commitment Percentage” is set forth in Schedule 1.1, as
amended from time to time. 
 “Commodity Account” is any “commodity account” as defined in the Code
with such additions to such term as may hereafter be made. 
 “Communication” is defined in Section 10.

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

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

  
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 “Control Agreement” is any control agreement entered into among the
depository institution at which Borrower or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains a Securities Account or a Commodity
Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account, or Commodity Account.

 “Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like
protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 
 “Credit Extension” is any Advance, Term Loan or any other extension of credit hereunder by Collateral Agent or any Lender for Borrower’s benefit. 

“Default Rate” is defined in Section 2.3(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized
as revenue. 
 “Deposit Account” is any “deposit account” as defined in the Code with such additions
to such term as may hereafter be made. 
 “Designated Deposit Account” is Borrower’s deposit account,
account number 3300865420, maintained with Bank. 
 “Disbursement Letter” is that certain form attached hereto
as Exhibit B-1. 
 “Dollar Equivalent” is, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San
Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 

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

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

“Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all
Borrower’s representations and warranties in Section 5.3. Collateral Agent and Lenders reserve the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith
business judgment. Unless Collateral Agent and Lenders otherwise agrees in writing, Eligible Accounts shall not include: 
 (a)
Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 
 (b) Accounts that the
Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms; 
 (c)
Accounts with credit balances over ninety (90) days from invoice date; 
 (d) Accounts owing from an Account Debtor, in
which fifty percent (50%) or more of the Accounts have not been paid within ninety (90) days of invoice date; 
 (e)
Accounts owing from an Account Debtor which does not have its principal place of business in the United States; 

  
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 (f) Accounts billed and/or payable outside of the United States (sometimes called foreign
invoiced accounts); 
 (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any
manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality
thereof unless Borrower has assigned its payment rights to Lenders and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 
 (i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms
if Account Debtor’s payment may be conditional; 
 (j) Accounts owing from an Account Debtor where goods or services have
not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings); 
 (k) Accounts subject to
contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of
Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 

(l) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s
satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 
 (m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 
 (n) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Lenders, Borrower, and the Account Debtor have entered into an agreement
acceptable to Lenders in their sole discretion wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes
payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts); 
 (o)
Accounts for which the Account Debtor has not been invoiced; 
 (p) Accounts that represent non-trade receivables or that are
derived by means other than in the ordinary course of Borrower’s business; 
 (q) Accounts for which Borrower has permitted
Account Debtor’s payment to extend beyond ninety (90) days; 
 (r) Accounts arising from chargebacks, debit memos or
other payment deductions taken by an Account Debtor; 
 (s) Accounts arising from product returns and/or exchanges (sometimes
called “warranty” or “RMA” accounts); 
 (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, or becomes insolvent, or goes out of business; 

(u) Intentionally Omitted; 

  
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 (v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed
twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage; and 
 (w) Accounts for which
Collateral Agent or a Lender in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices. 

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and
(iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or
buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s
Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000), and in each case of clauses (i) through
(iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an
Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the
foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and
(y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such
securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge
or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective
assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as
Collateral Agent reasonably shall require. 
 “Equipment” is all “equipment” as defined in the Code
with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Existing Comerica Accounts” means those certain accounts (nos. 1894060738 and 1894593134) maintained by Borrower at
Comerica Bank as of the Effective Date. 
 “Existing Indebtedness” is the indebtedness of Borrower to Comerica
Bank in the aggregate principal outstanding amount as of the Effective Date of approximately One Million Three Hundred Thirty-Four Thousand Five Hundred Thirty-Four Dollars ($1,334,534) pursuant to that certain Loan and Security Agreement, dated as
of October 1, 2007, as amended, restated, modified or supplemented from time to time, entered into by and between Comerica Bank and Borrower. 
 “Event of Default” is defined in Section 8. 
 “Final
Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or
(c) the prepayment of a Term Loan pursuant to Sections 2.1.2(c) or 2.1.2(d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro
Rata Shares of the Term Loans. 
 “Final Payment Percentage” is five percent (5.00%). 

  
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 “Foreign Currency” means lawful money of a country other than the United
States. “Foreign Subsidiary” is defined in Section 6.12. 
 “Funding Date” is any date on which
a Credit Extension is made to or on account of Borrower which shall be a Business Day. 
 “FX Contract” is any
foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date. 

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of
the accounting profession in the United States, which are applicable to the circumstances as of the date of determination. 

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

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

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

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

“Insolvent” means not Solvent. 

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

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

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

(e) any and all published and unpublished works of authorship (including, without limitation, databases and compilation of information);

 (f) any and all internet domain names (including any right related to the registration thereof), trade names, brand names,
d/b/a’s, logos, symbols and trade dress; 
 (g) any and all claims for damages by way of past, present and future
infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

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

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out
of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 
 “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance, payment or capital contribution to any
Person. 
 “Investment Letters” are, collectively, those certain letter agreements, dated as of the Effective
Date, in form and content reasonably acceptable to Collateral Agent and the Lenders, pursuant to which Borrower grants to Lenders or their Affiliates a right (but not an obligation) to invest up to One Million Dollars ($1,000,000) in the aggregate,
in any of Borrower’s future rounds of private equity financing on the terms, conditions and pricing set forth therein. 

“Key Person” is each of Borrower’s (i) President and Chief Executive Officer, who is Robert Bradley Gray as of
the Effective Date, (ii) Chief Financial Officer, who is Wayne Burns as of the Effective Date and (iii) Chief Medical Officer, who is J. Wayne Cowens, M.D. as of the Effective Date. 

“Lender” is any one of the Lenders. 
 “Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12.1. 

“Lenders’ Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees
and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation,
those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents. 
 “Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement. 

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

“Loan Payment/Advance Request Form” is that certain form attached hereto as Exhibit B-2. 

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s
Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any
portion of the Obligations. 
 “Maturity Date” is, for all Advances and each Term Loan, the date which is
twenty nine (29) months after the Amortization Date. 
 “NanoString UK” is NanoString Technologies Europe
Limited, an entity organized under the laws of England and Wales, and a wholly-owned Subsidiary Borrower. 

“Obligations” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’
Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents (other than the
Warrants), or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any,
and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the
Loan Documents (other than the Warrants). Notwithstanding the foregoing, the term “Obligations” does not include Borrower’s obligations under the Warrants or any other equity securities issued to any Lender. 

“OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control. 

“OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant
to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive
Orders. 
 “Operating Documents” are, for any Person, such Person’s formation documents, as certified by
the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in
current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the
foregoing with all current amendments or modifications thereto. 
 “Patents” means all patents, patent
applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment Date” is the first (1st) calendar day of each calendar month, commencing with May 1, 2012. 
 “Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1. 

  
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 “Permitted Indebtedness” is: 

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

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

(c) Subordinated Debt; 
 (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Contingent Obligations in respect of Permitted Indebtedness; 
 (f)
Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such
person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed One Hundred Fifty Thousand Dollars ($150,000) at any time and (ii) the principal amount of such Indebtedness does not exceed the
lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); 

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

 (h) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar agreements
or arrangements entered into in the ordinary course of business and designated to protect Borrower or its Subsidiaries against fluctuations in interest rates, currency exchange rates, or commodity prices; 

(i) unsecured Indebtedness that constitutes a Permitted Investment under clause (f) of such definition; 

(j) other Indebtedness not to exceed One Hundred Fifty Thousand Dollars ($150,000) in the aggregate at any time; 

(k) Reimbursement obligations arising under the Comerica Letters of Credit; and 

(l) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through
(k) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case may be. 

“Permitted Investments” are: 
 (a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date; 
 (b) (i) Investments consisting of Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment
policy (and any such amendment thereto) has been approved in writing by Collateral Agent; 
 (c) Investments consisting of the
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower; 

(d) Investments consisting of deposit accounts in which Collateral Agent has a perfected security interest, unless such perfected
security interest is not required by Section 6.6; 

  
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 (e) Investments in connection with Transfers permitted by Section 7.1; 

(f) Investments by Borrower in Subsidiaries including the aggregate amount of any margins achieved through “transfer pricing”,
“cost sharing” and “cost plus” arrangements between Borrower and its Subsidiaries entered into in the ordinary course of business, not to exceed Six Hundred Fifty Thousand Dollars ($650,000) in the aggregate in any fiscal year;
and (ii) by Subsidiaries in Borrower; 
 (g) Investments consisting of (i) travel advances and employee relocation
loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase
plans or agreements approved by Borrower’s Board of Directors; 
 (h) Investments (including debt obligations) received in
connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and 

(i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are
not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary. 
 “Permitted Licenses” are non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of
business, provided, that, with respect to each such license, (i) no Event of Default has occurred or is continuing at the time of such entry; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do
not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or collaterally assign or otherwise Transfer
any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and
delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, (y) any such license is made in connection with a bona fide corporate
collaboration or partnership, and is approved by Borrower’s (or the applicable Subsidiary’s) board of directors, and (z) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in
respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing
agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement or is otherwise subject to the Collateral Agent’s “control” (within the meaning of Article 9 of
the UCC). 
 “Permitted Liens” are: 
 (a) Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan Documents; 

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not delinquent or (ii) being contested
in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

 (c) liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,”
provided that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within thirty (30) days after the, acquisition, lease, repair, improvement or construction of, such property financed or leased
by such Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness; 

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory, securing liabilities in the 

  
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aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000), and which are not delinquent or remain payable without penalty or which are being contested in good faith and by
appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like
obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 
 (f) Liens incurred in the
extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount
of the indebtedness may not increase; 
 (g) leases or subleases of real property granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the
ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a
security interest therein; 
 (h) banker’s liens, rights of setoff and Liens in favor of financial institutions incurred
made in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and provided such accounts are
maintained in compliance with Section 6.6(b) hereof; 
 (i) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 8.4 or 8.7; 
 (j) deposits to secure the performance of
bids, trade contracts (other than for borrowed money), leases statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not representing an
obligations for borrowed money; 
 (k) Liens in favor of customs and revenue authorities arising in the ordinary course of
Borrower’s Business and as a matter of law to secure payment of customs duties in connection with the importation of goods; 
 (l) Liens in favor of Comerica Bank in respect of the Comerica Letter of Credit Account; and 
 (m) Liens consisting of Permitted Licenses. 
 “Person” is any
individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or
government agency. 
 “Post Closing Letter” is that certain Post Closing Letter dated as of the Effective Date
by and between Collateral Agent and Borrower. 
 “Prepayment Fee” is, with respect to any Term Loan subject to
prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to: 
 (i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term Loan, three percent (3.00%) of the principal
amount of such Term Loan prepaid; 
 (ii) for a prepayment made after the date which is after the first anniversary of the
Funding Date of such Term Loan through and including the second anniversary of the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of the Term Loans prepaid; and 

  
 38 









 (iii) for a prepayment made after the second anniversary of the Funding Date of such Term
Loan and prior to the Maturity Date, one percent (1.00%) of the principal amount of the Term Loans prepaid. 

“Prime Rate” is the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street
Journal, provided however, if such rate becomes unavailable, thereafter the “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate. 

“Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal,
rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans. 

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such
term as may hereafter be made 
 “Required Lenders” means (i) for so long as all of the Persons that are
Lenders on the Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their respective Term Loans, Lenders holding one hundred percent (100%) of the aggregate outstanding principal
balance of the Term Loans, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loans, Lenders holding, sixty-six percent (66%) or more of the aggregate outstanding principal balance
of the Term Loans, plus, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its respective Term Loan, (B) each assignee of an Original Lender provided such assignee was assigned or
transferred and continues to hold one hundred percent (100%) of the assigning Original Lender’s interest in the Term Loans and (C) any Person or party providing financing to an Original Lender or formed to undertake a securitization
transaction with respect to an Original Lender and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction (in each case in respect
of clauses (A), (B) and (C) of this clause (ii), whether or not such Lender is included within the Lenders holding sixty-six percent (66%) of the Terms Loans). For purposes of this definition only, a Lender shall be deemed to include
itself, and any Lender that is an Affiliate or Approved Fund of such Lender. 
 “Requirement of Law” is as to
any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its property is subject. 
 “Responsible
Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone. 

“Revolving Line” means an Advance or Advances of up to Two Million Dollars ($2,000,000.00). 

“Revolving Line Commitment” is, for any Lender, the obligation of such Lender to make an Advance under the Revolving
Line, up to the principal amount shown on Schedule 1.1. “Revolving Line Commitments” means the aggregate amount of such commitments of all Lenders. 
 “Sales Event” is Borrower’s achievement of cumulative sales of “Life Sciences Tools” for the eleven (11) months ending on November 30, 2012 of at least, Eighteen
Million Seven Hundred Thousand Dollars ($18,700,000), based on a one-time test and measured after receipt of the company’s monthly financial statements for the November 2012 period delivered pursuant to the terms of Section 6.2
hereof. 
 “Secured Promissory Note” is defined in Section 2.4. 

“Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed
by Borrower to Lender and credits made thereto. 
 “Securities Account” is any “securities account”
as defined in the Code with such additions to such term as may hereafter be made. 

  
 39 









 “Shares” is one hundred percent (100%) of the issued and outstanding
capital stock, membership units or other securities owned or held of record by Borrower, in any Subsidiary; provided that, in the event Borrower, demonstrates to Collateral Agent’s reasonable satisfaction, that a pledge of more than sixty five
percent (65%) of the Shares of a Foreign Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code, “Shares” shall mean sixty-five percent (65%) of the issued and
outstanding capital stock, membership units or other securities owned or held of record by Borrower in any Foreign Subsidiary. 

“Solvent” is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including
goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this Agreement; and such Person is able to pay its debts (including trade
debts) as they mature. 
 “Subordinated Debt” is indebtedness incurred by Borrower or any of its Subsidiaries
subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered into between
Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders. 
 “Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than
corporations) is owned or controlled, directly or indirectly, by such Person or one or more of Affiliates of such Person. 

“Term Loan” is defined in Section 2.1.2(a)(ii) hereof. 

“Term A Loan” is defined in Section 2.1.2(a)(i) hereof. 

“Term B Loan” is defined in Section 2.1.2(a)(ii) hereof. 

“Term Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount
shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders. 
 “Term B Loan Draw Period” is the period commencing upon the later of (i) October 1, 2012 and (ii) the occurrence of the Term B Loan Milestone, and ending on the earlier of
(i) December 31, 2012 and (ii) the occurrence and continuance of an Event of Default; provided, however, that the Term B Loan Draw Period shall not commence if on the date of the occurrence of the Term B Loan Milestone an Event of
Default has occurred and is continuing. 
 “Term B Loan Milestone” means the earliest to occur of: (i) the
CE Mark Event; (ii) the Capital Event or (iii) the Sales Event. 
 “Trademarks” means any trademark
and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1. 
 “Warrant Coverage” means the product obtained by multiplying (i) five percent (5.00%) by (ii) the aggregate principal amount of Term B Loans advanced by a Lender hereunder
in accordance with such Lender’s Commitment Percentage. 
 “Warrants” are those certain Warrants to
Purchase Stock dated as of the Effective Date, or any date thereafter, issued by Borrower in favor of each Lender or such Lender’s Affiliates. 
 [Balance of Page Intentionally Left Blank] 

  
 40 









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

			
	BORROWER:
	
	NANOSTRING TECHNOLOGIES, INC.
		
	By	 	 /s/ Wayne Burns

	Name:	 	 Wayne Burns

	Title:	 	 CFO

	
	COLLATERAL AGENT AND LENDER:
	
	OXFORD FINANCE LLC
		
	By	 	 /s/ Mark Davis

	Name:	 	 Mark Davis

	Title:	 	 Vice President – Finance, Secretary & Treasurer

	
	LENDER:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Nick Christian

	Name:	 	 Nick Christian

	Title:	 	 Relationship Manager


 [Signature Page to Loan and Security Agreement] 







 SCHEDULE 1.1 
 Lenders and Commitments 
 Term A Loans 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	5,384,615.38	  	  	 	71.79	% 
	 SILICON VALLEY BANK
	  	$	2,115,384.62	  	  	 	28.21	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	7,500,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 

 Term B Loans 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	3,948,717.95	  	  	 	71.79	% 
	 SILICON VALLEY BANK
	  	$	1,551,282.05	  	  	 	28.21	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	5,500,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 

 Aggregate (all Term Loans) 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	9,333,333.33	  	  	 	71.79	% 
	 SILICON VALLEY BANK
	  	$	3,666,666.67	  	  	 	28.21	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	13,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 

 Revolving Line 

 

									
	 Lender
	  	Revolving Line
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	666,666.67	  	  	 	33.33	% 
	 SILICON VALLEY BANK
	  	$	1,333,333.33	  	  	 	66.67	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	2,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 








 EXHIBIT A 
 Description of Collateral 
 The Collateral consists of all of
Borrower’s right, title and interest in and to the following personal property: 
 All goods, Accounts (including
health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including
any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a
writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 
 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 
 Notwithstanding
the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court)
would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and
effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the
Intellectual Property; (ii) more than sixty five percent (65%) of the total combined voting power of all classes of stock entitled to vote the shares of capital stock (the “Shares”) of a Foreign Subsidiary, if Debtor demonstrates
to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Foreign Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue
Code; (iii) any equipment or other personal property subject to a Lien described in clauses (a) or (c) of the definition of Permitted Liens if the granting of a Lien in such equipment or other personal property is prohibited by or
would constitute a default under any agreement (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to
Section 9-407(a) (or any other Section) of Division 9 of the Code), provided that upon the termination or lapsing of any such prohibition, such property shall automatically be part of the Collateral related to the financing of such equipment or
personal property, or (iv) the Comerica Letter of Credit Account. 
 Pursuant to the terms of a certain negative pledge
arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property. 







 EXHIBIT B-1 
 Form of Disbursement Letter 
 [See attached] 







 DISBURSEMENT LETTER 

[INSERT DATE] 

The undersigned, being the duly elected and acting of NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530
Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”), does hereby certify to OXFORD FINANCE LLC, (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in
connection with that certain Loan and Security Agreement dated as of March 30, 2012, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms
used below having the meanings ascribed thereto in the Loan Agreement) that: 
 1. The representations and warranties made by
Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof; provided that those representations and warranties expressly referring to a specific date shall be
true and correct in all material respects as of such date. 
 2. No event or condition has occurred that would constitute an
Event of Default under the Loan Agreement or any other Loan Document. 
 3. Borrower is in compliance with the covenants and
requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 
 4. All conditions referred to in Section 3 of
the Loan Agreement applicable to the making of the Credit Extension to be made on or about the date hereof have been satisfied or waived by Collateral Agent. 
 5. [(i)] No Material Adverse Change has occurred[and (ii) the Term B Loan Milestone has occurred.] 
 6. The undersigned is a Responsible Officer. 
 [Balance of Page
Intentionally Left Blank] 







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

 

					
	 Disbursement from Oxford:
	  			
	 Loan Amount
	  	$	 	  
	 Plus:
	  			
	 —Deposit Received
	  	$	 	  
		
	 Less:
	  			
	 —Facility Fee
	  	($	            	) 
	 [— Existing Indebtedness Payoff to be remitted to Comerica Bank per the Payoff Letter dated March 26,
2012
	  	($	  	)] 
	 [—Interim Interest
	  	($	  	)] 
	 —Lender’s Legal Fees
	  	($	            	)* 
		
	 Net Proceeds due from Oxford:
	  	$	 	  
		
	 Disbursement from SVB:
	  			
	 Loan Amount
	  	$	 	  
	 Plus:
	  			
	 —Deposit Received
	  	$	 	  
		
	 Less:
	  			
	 —Facility Fee
	  	($	  	) 
	 [—Interim Interest
	  	($	  	)] 
		
	 Net Proceeds due from SVB:
	  	$	 	  
		
	 TOTAL TERM [A][B] LOAN NET PROCEEDS FROM LENDERS
	  	$	 	  

 8. The Term [A][B] Loan shall amortize in accordance with the Amortization Table attached hereto.

 9. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:`

  

			
	Account Name:	  	NANOSTRING TECHNOLOGIES, INC.
		
	Bank Name:	  	SILICON VALLEY BANK
		
	Bank Address:	  	3003 Tasman Drive
		  	Santa Clara, CA 95054
		
	Account Number:	  	3300865420
		
	ABA Number:	  	121140399


 [Balance of Page Intentionally Left Blank] 

 
  

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









 Dated as of the date first set forth above. 

 

			
	BORROWER:
	
	NANOSTRING TECHNOLOGIES, INC.
		
	By	 	  

	Name:	 	  

	Title:	 	  

	
	COLLATERAL AGENT AND LENDER:
	
	OXFORD FINANCE LLC
		
	By	 	  

	Name:	 	  

	Title:	 	  


 [Signature Page to Disbursement Letter] 







 AMORTIZATION TABLE 

(Term [A][B] Loan) 

[to be provided] 







 EXHIBIT B-2 
 Loan Payment/Advance Request Form 
  
 



 







 EXHIBIT C 
 Compliance Certificate 
  

			
	TO:	  	OXFORD FINANCE LLC, as Collateral Agent and Lender
		  	SILICON VALLEY BANK, as Lender
		
	FROM:	  	NANOSTRING TECHNOLOGIES, INC.

 The undersigned authorized officer (“Officer”) of NANOSTRING TECHNOLOGIES, INC.
(“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan
Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement), 
 (i)
Borrower is in complete compliance for the period ending              with all required covenants except as noted below; 
 (ii) There are no Events of Default, except as noted below; 
 (iii) Except as noted below, all
representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (i), above; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and
complete in all material respects as of such date. 
 (iv) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax
returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to
the terms of Section 5.8 of the Loan Agreement; 
 (v) No Liens have been levied or claims made against Borrower or any of its Subsidiaries
relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders. 
 Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with
Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of
footnotes and subject to year-end audit adjustments as to the interim financial statements. 
 Please indicate compliance status since the
last Compliance Certificate by circling Yes, No, or N/A under “Complies” column. 
  

															
	 	  	 Reporting Covenant
	  	 Requirement
	  	  
	 	  	 Complies

							
	1)	  	 Financial statements
	  	 Monthly within 30 days
	  	 	               	  	  	Yes	  	No	  	N/A
							
	2)	  	 Annual (CPA Audited) statements
	  	 Within 150 days after Fiscal Year End
	  				  	Yes	  	No	  	N/A
							
	3)	  	 Annual Financial Projections/Budget (prepared on a monthly basis)
	  	 Annually (w/n 30 days of FYE). and when revised
	  				  	Yes	  	No	  	N/A
							
	4)	  	 A/R & A/P agings
	  	 If applicable
	  				  	Yes	  	No	  	N/A









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

  

			
	Deposits and Securities Accounts	  	(Please list all accounts; attach separate sheet if additional space needed)



 

													
	 	  	 Bank
	  	 Account Number
	  	 New Account?
	  	 Acct Control
Agmt in
place?

							
	1)	  		  		  	Yes	  	No	  	Yes	  	No
							
	2)	  		  		  	Yes	  	No	  	Yes	  	No
							
	3)	  		  		  	Yes	  	No	  	Yes	  	No
							
	4)	  		  		  	Yes	  	No	  	Yes	  	No
							
	5)	  		  		  	Yes	  	No	  	Yes	  	No
							
	6)	  		  		  	Yes	  	No	  	Yes	  	No

  

					
	Other Matters	  		  	
			
	Has any Key Person ceased to be actively engaged in Borrower’s management since the last Compliance Certificate?	  	Yes	  	No
	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	Yes	  	No
	Have there been any new or pending claims or causes of action against Borrower that involve more than $100,000?	  	Yes	  	No

 [Balance of Page Intentionally Left Blank] 








			
	Exceptions	  	  

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

	  	  
  

	  	  
  

	  	  
  


  

											
	NANOSTRING	 		  	  
	 		 	




	TECHNOLOGIES, INC.	  	DATE	 		 
	  
 By:
	 	  
  
	 		  		 		 
	  
 Name:
	 	  
  
	 		  		 		 
	Title:	 	  
	 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 
		 		 		  		 		 








 EXHIBIT D 
 Secured Promissory Note 
 [See attached] 







 SECURED PROMISSORY NOTE 

([Revolving Line][Term [A][B]Loan]) 
  

			
	$            	 	Dated:                  

 FOR VALUE RECEIVED, the undersigned, NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices
located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SILICON VALLEY BANK] (“Lender”) the principal amount of
[            ] MILLION DOLLARS ($        ) or such lesser amount as shall equal the outstanding principal balance of [Advances made under the
Revolving Line][the Term [A][B] Loan] made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such [Advances][Term [A][B] Loan], at the rates and in accordance with the terms of the Loan and Security Agreement dated
March 30, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein
shall have the meaning attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with respect to [Advances
made under the Revolving Line][the Term [A][B] Loan], are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of
this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 

The Loan Agreement, among other things, (a) provides for the making of [Advances under the Revolving Line][a secured Term [A][B] Loan] by Lender to
Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 
 This Note may
not be prepaid except as set forth in [Section 2.1.1(b)][Section 2.1.2 (c) and Section 2.1.2(d)] of the Loan Agreement. 

This Note and the obligation of Borrower to repay the unpaid principal amount of [Advances outstanding under the Revolving Line][the Term [A][B] Loan],
interest on [such Advances][the Term [A][B] Loan] and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by
Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. 
 This Note shall be
governed by, and construed and interpreted in accordance with, the internal laws of the State of California. 
 The ownership of an interest in
this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the
transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as
the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







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

			
	BORROWER:
	
	NANOSTRING TECHNOLOGIES, INC.
		
	By	 	  

	Name:	 	  

	Title:	 	  



 [Oxford Finance LLC][Silicon Valley Bank] 

Secured Promissory Note ([Revolving Line][Term [A][B] Loan]) 







 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	Principal Amount	  	Interest Rate	  	Scheduled Payment
Amount	  	Notation By
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 EXHIBIT E 
 BORROWING BASE CERTIFICATE 
  

 
 Borrower: NANOSTRING TECHNOLOGIES, INC. 

Collateral Agent and Lender: OXFORD FINANCE LLC 

Lender: SILICON VALLEY BANK 
 Commitment
Amount:    $2,000,000.00 
  

							
	 ACCOUNTS RECEIVABLE
	  			
	 1.      Accounts Receivable (invoiced) Book Value as
of                      
	  	$	            	  
	 2.      Additions (please explain on next page)
	  	$	            	  
	 3.      Less: Intercompany / Employee / Non-Trade Accounts
	  	$	            	  
	 4.      NET TRADE ACCOUNTS RECEIVABLE
	  	$	            	  
		
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	  			
	 5.      90 Days Past Invoice Date
	  	$	            	  
	 6.      Credit Balances over 90 Days
	  	$	            	  
	 7.      Balance of 50% over 90 Day Accounts (Cross-Age or Current
Affected)
	  	$	            	  
	 8.      Foreign Account Debtor Accounts
	  	$	            	  
	 9.      Foreign Invoiced and/or Collected Accounts
	  	$	            	  
	 10.    Contra/Customer Deposit Accounts
	  	$	            	  
	 11.    U.S. Governmental Accounts
	  	$	            	  
	 12.    Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
	  	$	            	  
	 13.    Accounts with Memo or Pre-Billings
	  	$	            	  
	 14.    Contract Accounts; Accounts with Progress / Milestone Billings
	  	$	            	  
	 15.    Accounts for Retainage Billings
	  	$	            	  
	 16.    Trust / Bonded Accounts
	  	$	            	  
	 17.    Bill and Hold Accounts
	  	$	            	  
	 18.    Unbilled Accounts
	  	$	            	  
	 19.    Non-Trade Accounts (if not already deducted above)
	  	$	            	  
	 20.    Accounts with Extended Term Invoices (Net 90+)
	  	$	            	  
	 21.    Chargeback Accounts / Debit Memos
	  	$	            	  
	 22.    Product Returns/Exchanges
	  	$	            	  
	 23.    Disputed Accounts; Insolvent Account Debtor Accounts
	  	$	            	  
	 24.    Other (please explain on next page)
	  	$	            	  
	 25.    Concentration Limits (25%)
	  	$	            	  
	 26.    TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	            	  
		
	 27.    Eligible Accounts (#4 minus #26)
	  	$	            	  
	 28.    ELIGIBLE AMOUNT OF ACCOUNTS (    % of #27)
	  	$	            	  
		
	 BALANCES
	  			
	 29.    Maximum Loan Amount
	  	$	2,000,000.00	  
	 30.    Total Funds Available [Lesser of #29 or #28]
	  	$	            	  
	 31.    Present balance owing on Line of Credit
	  	$	            	  
	 32.    RESERVE POSITION (#30 minus #31)
	  	$	            	  

 [Continued on following page.] 







 Explanatory comments from previous page: 

 

			
	  

	  

	  

	  

	  
	 	


 The undersigned represents and warrants that this is true, complete and correct, and that the
information in this Borrowing Base Certificate complies with the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank. 

 

							
	COMMENTS:	  	




	  
 By:
	 	  
  
	  		  
		 	Authorized Signer	  		  
	Date:	 	  
	  		  
		 		  		  
		 		  		  
		 		  		  
		 		  		  









			
	DEBTOR:	  	NANOSTRING TECHNOLOGIES, INC.
		
	SECURED PARTY:	  	OXFORD FINANCE LLC, AS COLLATERAL AGENT

 EXHIBIT A TO UCC FINANCING STATEMENT 

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

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

Notwithstanding the foregoing, the Collateral does not include (i) any Intellectual Property; provided, however, the Collateral
shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in
such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral
Agent’s security interest in such Accounts and such other property of Debtor that are proceeds of the Intellectual Property; (ii) more than sixty five percent (65%) of the total combined voting power of all classes of stock entitled
to vote the shares of capital stock (the “Shares”) of a Foreign Subsidiary, if Debtor demonstrates to Collateral Agent’s reasonable satisfaction that a pledge of more than sixty five percent (65%) of the Shares of such Foreign
Subsidiary creates a present and existing adverse tax consequence to Debtor under the U.S. Internal Revenue Code; (iii) any equipment or other personal property subject to a Lien described in clauses (a) or (c) of the definition of
Permitted Liens if the granting of a Lien in such equipment or other personal property is prohibited by or would constitute a default under any agreement (but (A) only to the extent such prohibition is enforceable under applicable law and
(B) other than to the extent that any such term would be rendered ineffective pursuant to Section 9-407(a) (or any other Section) of Division 9 of the Code), provided that upon the termination or lapsing of any such prohibition, such
property shall automatically be part of the Collateral related to the financing of such equipment or personal property, or (iv) the Comerica Letter of Credit Account. 
 Pursuant to the terms of a certain negative pledge arrangement with Secured Party and the Lenders, Debtor has agreed not to encumber any of its Intellectual Property. 

Capitalized terms used but not defined herein have the meanings ascribed in the Uniform Commercial Code in effect in the State of
California as in effect from time to time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between Debtor, Secured Party and the other Lenders party thereto (as modified, amended and/or restated
from time to time).