First Amendment to Loan and Security Agreement



 Exhibit 10.17 
 FIRST AMENDMENT 
 TO 

LOAN AND SECURITY AGREEMENT 
 THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 31, 2012, by and 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 (“Borrower”). 
 RECITALS 

A. Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of March 30, 2012 (as the same
may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement. 
 C. Borrower has requested that Lenders amend the Loan Agreement to extend additional credit and make certain other revisions to the Loan Agreement as more fully set forth herein.

 D. Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance
with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 

AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms used but not
defined in this Amendment shall have the meanings given to them in the Loan Agreement. 
 2. Amendments to Loan
Agreement. 
 2.1 Section 2.1.2 (Term Loans). Section 2.1.2(a)(ii) of the Loan Agreement hereby is amended
and restated in its entirety to read as follows: 
 “(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”). After repayment, no Term B Loan may be
re-borrowed.” 
 2.2 Section 2.1.2 (Term Loans). Section 2.1.2(a)(iii) hereby is added to the Loan
Agreement to read as follows: 
 “(iii) Subject to the terms and conditions of this Agreement, the Lenders
agree, severally and not jointly, during the Term C Loan Draw Period, to make term loans to 

  
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Borrower in an aggregate amount up to Ten Million Dollars ($10,000,000) according to each Lender’s Term C Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter
referred to singly as a “Term C Loan”, and collectively as the “Term C Loans”; each Term A Loan, Term B Loan, or Term C Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans,
the Term B Loans, and the Term C Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term C Loan may be re-borrowed.” 

2.3 Section 2.1.2 (Term Loans). Section 2.1.2(b)(iii) hereby is added to the Loan Agreement to read as follows:

 “(iii) Borrower shall make monthly payments of interest only commencing on the first
(1st) Payment Date following the Funding Date of the
Term C 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 C Loans, any initial
partial monthly interest payment otherwise due for the period between the Funding Date of the Term C 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 C 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 C Loans is
due and payable in full on the Maturity Date. The Term C Loans may only be prepaid in accordance with Sections 2.1.2(c) and 2.1.2(d).” 
 2.4 Section 3.3 (Conditions Precedent to the Term B Loan). Section 3.3 of the Loan Agreement hereby is amended and restated in its entirety to read as follows: 

“3.3 Conditions Precedent to the Term B Loan and Term C Loan. The obligation of each Lender to make the Term B
Loan or Term C Loan is subject to the following conditions precedent: 
 (a) for a Term B Loan, 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; 

(b) for a Term C Loan, 
 (i) the Certificate of Amendment shall have been filed with the Secretary of State of the State of Delaware; 
 (ii) Borrower shall deliver a duly executed legal opinion of counsel to Borrower on the Funding Date of the Term C Loan, in form and substance reasonably acceptable to the Lenders; and 

(iii) to the extent not delivered on the First Amendment Effective Date, Borrower shall have delivered to each Lender
(1) a Note in respect of such Term C Loan and (2) a Warrant exercisable into shares of Series E Preferred Stock of Borrower equal to the Warrant Coverage divided by $.4499 per share, with respect to such Term C Loan to be made by such
Lender; and 
 (c) satisfaction of the requirements of Section 3.4 below.” 

  
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 2.5 Section 6.6 (Operating Accounts). 

(a) The first sentence of Section 6.6(a) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

 “Maintain Borrower’s and its Subsidiaries’ (other than NanoString UK and NanoString France)
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.” 

(b) Section 6.6(b)(ii) of the Loan Agreement hereby is amended and restated in its entirety to read as follows: 

“(ii) foreign deposit accounts maintained by NanoString UK and NanoString France; 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) Two Hundred Thousand Dollars ($200,000), in each case, at any
time and” 
 2.6 Section 6.10 (Intentionally Omitted). Section 6.10 of the Loan Agreement hereby is
amended and restated in its entirety to read as follows: 
 “6.10 Financial Covenant. Borrower shall
achieve the following, to be tested as of the last day of the applicable month, on a consolidated basis with respect to Borrower and its Subsidiaries: 
 (a) From and after the Funding Date of the Term C Loan, “Life Sciences Tools” revenues to be at least eighty percent (80%) of budgeted plan, as set forth in Borrower’s Annual
Projections required to be delivered to Lenders pursuant to Section 6.2(a)(iii) hereof, measured monthly on a trailing three (3) month basis.” 
 2.7 Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement hereby are added, or amended and restated in their
entireties, as follows: 
 “Amortization Date” is, with respect to the Term Loans, June 1,
2013, but if the Qualified Public Offering occurs before May 31, 2013, then it shall be February 1, 2014. 
 “Certificate of Amendment” shall mean an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation in a form reasonably acceptable to Lenders and Borrower
to, among other things, allow for the issuance of the Warrants required to be delivered pursuant to Section 3.3(b)(iii). 
 “Final Payment Percentage” is five and one half percent (5.50%). 
 “First Amendment Effective Date” means December 31, 2012. 
 “NanoString France” is NanoString Technologies SAS, an entity organized under the laws of France, and a wholly-owned Subsidiary Borrower. 

“Qualified Public Offering” means an underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offer and sale of the Borrower’s common stock yielding aggregate gross proceeds to the Borrower of not less than Fifty Million Dollars ($50,000,000). 

“Required Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective
Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding


  
 3 








 
principal balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six
percent (66%) of the aggregate outstanding principal balance of the Term Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or
transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described
in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing. 

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

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

“Term C Loan Draw Period” is the period commencing upon the occurrence of the Term C Loan Milestone and
ending on the earlier of (i) April 30, 2013 or (ii) the occurrence and continuance of an Event of Default; provided, however, that the Term C Loan Draw Period shall not commence if on the date of the occurrence of the Term C Loan
Milestone an Event of Default has occurred and is continuing. 
 “Term C Loan Milestone” is
Borrower’s achievement of “Life Sciences Tools” revenue of at least 80% of the board approved plan attached hereto as Annex I as updated with Collateral Agent’s written approval from time to time for the trailing twelve
(12) months ending on the last day of the month immediately prior to the month in which the Term C Loan Funding Date occurs based upon (i) the monthly financial statements and Compliance Certificates required to be delivered for such prior
months pursuant to the terms of Section 6.2 hereof, and (ii) interim financial statements and such other information reasonably requested by Collateral Agent certified to by a Responsible Officer. 

“Warrant Coverage” means, (A) with respect to Warrants delivered in connection with the Term B
Loans, 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 and (B) with
respect to Warrants delivered in connection with the Term C Loans, the product obtained by multiplying (i) three percent (3.00%) by (ii) the aggregate principal amount of Term C Loans advanced by a Lender hereunder in accordance with
such Lender’s Commitment Percentage. 
 2.8 Schedule 1.1 to the Loan Agreement hereby is replaced with
Schedule 1.1 attached hereto. 
 2.9 Exhibit B-1 to the Loan Agreement hereby is replaced with Exhibit
B-1 attached hereto. 
 2.10 Exhibit C to the Loan Agreement hereby is replaced with Exhibit C attached
hereto. 
 2.11 Exhibit D to the Loan Agreement hereby is replaced with Exhibit D attached hereto.

 2.12 Annex I hereby is added to the Loan Agreement. 

3. Limitation of Amendments. 
 3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a
consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Lenders may now have or may have in the future under or in connection with any Loan
Document. 

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

4. Representations and Warranties. To induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to
each Lender as follows: 
 4.1 Immediately after giving effect to this Amendment (a) the representations and
warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as
of such date), and (b) no Event of Default has occurred and is continuing; 
 4.2 Borrower has the power and
authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 
 4.3 The organizational documents of Borrower delivered to each Lender on the Effective Date or thereafter remain true, accurate and complete and have not been amended, supplemented or restated and
are and continue to be in full force and effect; 
 4.4 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree
of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 
 4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order,
consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been
obtained or made; and 
 4.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors’ rights. 
 5. Counterparts. This Amendment may be
executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Lenders of this Amendment by each party hereto, (b) the due execution and
delivery to each Lender of a warrant exercisable into Series E Preferred Stock of Borrower, (c) Borrower’s payment of the facility fee equal to Fifty Thousand Dollars ($50,000) to be shared between the Lenders with Thirty Five Thousand
Eight Hundred Ninety Five Dollars ($35,895) for Oxford and Fourteen Thousand One Hundred Five Dollars ($14,105) for SVB, which may be debited from any of Borrower’s accounts with Lenders, (d) the due execution and delivery to Lenders of
updated Corporate Borrowing Certificates, and (e) Borrower’s payment of all Lenders’ Expenses, which may be debited from any of Borrower’s accounts with Lenders. 

[Balance of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of the date first written above. 
 BORROWER: 

NANOSTRING TECHNOLOGIES, INC. 
  

			
	By:	 	 /s/ Wayne Burns

	Name:	 	Wayne D. Burns
	Title:	 	Sr. VP, Operations & Administration
	
	COLLATERAL AGENT:
	
	OXFORD FINANCE LLC
		
	By:	 	 /s/ Timothy A. Lex

	Name:	 	Timothy A. Lex
	Title:	 	COO
	
	LENDER:
	
	SILICON VALLEY BANK
		
	By:	 	 /s/ Mihn Le

	Name:	 	Minh Le
	Title:	 	Deal Team Leader
	
	LENDER:
	
	OXFORD FINANCE LLC
		
	By:	 	 /s/ Timothy A. Lex

	Name:	 	Timothy A. Lex
	Title:	 	COO

  [Signature Page to First Amendment to Loan and Security Agreement] 

  








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

			
	LENDER:
	
	 Oxford Finance Funding I, LLC
 By: Oxford Finance LLC, as Servicer

		
	 By:
	 	 /s/ Timothy A. Lex

	 Name:
	 	Timothy A. Lex
	 Title:
	 	COO
	
	LENDER:
	
	Oxford Finance Funding Trust 2012-1
	 By: Oxford Finance LLC, as Servicer

		
	 By:
	 	 /s/ Timothy A. Lex

	 Name:
	 	Timothy A. Lex
	 Title:
	 	COO
	
	LENDER:
	
	Oxford Finance Funding III, LLC
	 By: Oxford Finance LLC, as Servicer

		
	 By:
	 	 /s/ Timothy A. Lex

	 Name:
	 	Timothy A. Lex
	 Title:
	 	COO

 [Signature Page to First Amendment to Loan and Security Agreement] 

  








 SCHEDULE 1.1 
 Lenders and Commitments 
 Term A Loans 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE FUNDING TRUST 2012-1
	  	$	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 FUNDING I LLC
	  	$	3,948,717.95	  	  	 	71.79	% 
	 SILICON VALLEY BANK
	  	$	1,551,282.05	  	  	 	28.21	% 
	 TOTAL
	  	$	5,500,000.00	  	  	 	100.00	% 

 Term C Loans 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	7,179,000.00	  	  	 	71.79	% 
	 SILICON VALLEY BANK
	  	$	2,821,000.00	  	  	 	28.21	% 
	 TOTAL
	  	$	10,000,000.00	  	  	 	100.00	% 

 Aggregate (all Term Loans) 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE FUNDING I LLC
	  	$	3,948,717.95	  	  	 	17.17	% 
	 OXFORD FINANCE FUNDING TRUST 2012-1
	  	$	5,384,615.38	  	  	 	23.41	% 
	 OXFORD FINANCE LLC
	  	$	7,179,000.00	  	  	 	31.21	% 
	 SILICON VALLEY BANK
	  	$	6,487,666.67	  	  	 	28.21	% 
	 TOTAL
	  	$	23,000,000.00	  	  	 	100.00	% 

 Revolving Line 

 

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








 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.][and (ii) the Term C 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][C] 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][C] LOAN NET PROCEEDS FROM LENDERS
	  	$	            	  

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

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

  

			
	Account Name:	  	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][C] Loan) 
 [to be provided] 







 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	  		  	$	            	  	  		  		  	
			
		  	Deposit 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

  

															
		  	Financial Covenants (only after Term Loan C Funding)	  
					
	 	  	Covenant 	  	Requirement	  	Actual	 	Complies	 
						
	1)	  	“Life Sciences Tools” Revenues	  	At least 80% of budgeted plan for the trailing 3 months	  	        %	 	 	Yes	  	  	 	No	  


  









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

  

					
		  	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.)
	  	  

		  	  	  

		  	  	  

		  	  	  


  

																	
		 		 		 	  
	 		 	LENDERS USE ONLY	    	 
	 NANOSTRING

TECHNOLOGIES, INC.
	 		 	  DATE	 		 		  		  		    	 
						 			 
	By:	 	  
	 		 		 		 	Received by:	  	  
	  	Verified by:	    	  

						 			 
	Name:	 	  
	 		 		 		 	Date:	  		  	Date:	    	 
	Title:	 	  
	 		 		 		 		  	  
	  		    	  

						 		 
		 		 		 		 		 	Compliance Status	  	Yes	    	    No








 EXHIBIT D 
 Secured Promissory Note 
 [See attached] 







 SECURED PROMISSORY NOTE 

([Revolving Line][Term [A][B][C] 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][C] Loan] made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such [Advances][Term [A][B][C] 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][C] Loan], are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this
“Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto
which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of [Advances under the Revolving Line][a
secured Term [A][B][C] Loan] by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 
 This Note may not be prepaid except as set forth in [Section 2.1.1(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][C] Loan], interest on [such Advances][the Term [A][B][C]
Loan] and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment for payment, demand, notice
of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of
Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of 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][C] Loan]) 







 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	 	 Principal

Amount
	 	 Interest Rate
	 	 Scheduled

Payment Amount
	 	 Notation By









 CORPORATE BORROWING CERTIFICATE 

 

					
	BORROWER:	  	NANOSTRING TECHNOLOGIES, INC.	 	DATE: December     , 2012
	LENDERS:	  	OXFORD FINANCE LLC, as Collateral Agent and Lender SILICON VALLEY BANK, as Lender	 	

 I hereby certify as follows, as of the date set forth above: 
 1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 
 2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware. 
 3. Attached hereto as Exhibit A and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s Certificate of Incorporation (including amendments),
as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such Certificate of Incorporation nor such Bylaws have been amended, annulled,
rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof. 
 4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized
corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each Lender receives written notice of
revocation from Borrower. 
 [Balance of Page Intentionally Left Blank]








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

											
	 Name
	 	  	  	 Title
	  	  	  	 Signature
	  	 Authorized to
Add or Remove
Signatories

	  
	 		  	  
	  		  	  
	  	 ̈
	  
	 		  	  
	  		  	  
	  	 ̈
	  
	 		  	  
	  		  	  
	  	 ̈
	  
	 		  	  
	  		  	  
	  	 ̈

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

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

Borrow Money. Borrow money from the Lenders. 
 Execute Loan Documents. Execute any loan documents any Lender requires. 

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

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has
an interest and receive cash or otherwise use the proceeds. 
 Issue Warrants. Issue warrants for Borrower’s capital
stock. 
 Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or
agreements (including documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions. 
 RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified. 

[Balance of Page Intentionally Left Blank] 

  








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

			
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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

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

                    [print title] 

 

			
	 By:
	 	  

	 Name:
	 	
	 Title: