EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT 
 TO

 LOAN AND SECURITY AGREEMENT 

This SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of June 27, 2016, by
and between EAST WEST BANK (“Bank”) and CAREDX, INC. (“Borrower”). 
 RECITALS 

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of January 30, 2015 (as the same may from
time to time be amended, modified, supplemented or restated, including but without limitation by that certain First Amendment to Loan and Security Agreement dated as of May 12, 2016, the “Loan Agreement”). 

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

C. Borrower has requested that Bank amend the Loan Agreement as more fully set forth herein. 

D. Bank has agreed to amend the Loan Agreement in accordance with the terms of this Amendment. 

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 4.1 (Grant of Security Interest). Section 4.1 of the Loan Agreement is amended and restated as follows: 

4.1 Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in the Collateral to
secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except as set forth in the Schedule to the Disclosure Letter and for Permitted Liens which
are permitted pursuant to the terms of this Agreement or applicable law to have superior priority, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first
priority security interest in later-acquired Collateral. Notwithstanding any termination of this Agreement, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations (other than inchoate indemnity obligations) are
outstanding. 
 2.2 Section 5.4 (Intellectual Property Collateral). Section 5.4 of the Loan Agreement is amended and
restated as follows: 
 5.4 Intellectual Property Collateral. Borrower is the sole owner of the Intellectual Property
Collateral, except for inbound licenses disclosed on the Schedule to the Disclosure Letter and licenses granted by Borrower to its customers in the ordinary course of business and over-the-counter software that is commercially available to the
public. To the best of Borrower’s knowledge, each of the Copyrights, Trademarks and Patents owned by Borrower is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in
part, and no claim has been made in writing to Borrower that any part of the Intellectual Property Collateral violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material








 
Adverse Effect. Except as set forth in the Schedule to the Disclosure Letter, Borrower’s rights as a licensee of intellectual property do not give rise to more than five percent (5%) of
its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service. 

2.3 Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2 of the Loan Agreement is amended by deleting the
word “and” after subsection 6.2(vi) and adding the following at the end of subsection 6.2(vii) of the Loan Agreement: 

; and (viii) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form
reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material
change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property
Security Agreement delivered to Bank by Borrower in connection with this Agreement. 
 2.4 Section 6.2 (Financial Statements,
Reports, Certificates). The last paragraph of Section 6.2 of the Loan Agreement is amended and restated as follows: 

Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this
Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information
electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly
financial statements, the intellectual property report, and the Compliance Certificate, each bearing the physical signature of the Responsible Officer. Documents required to be delivered pursuant to the terms of this Section 6.2 (to the extent
any such documents are included in materials filed with the SEC) 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 and notifies Bank in writing of such posting. 
 2.5 Section 6.8 (Registration of Intellectual Property Rights).
Section 6.8 of the Loan Agreement is amended and restated as follows: 
 6.8 Registration of Intellectual Property
Rights. 
 (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already
registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that
Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. 
 (b)
Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application
numbers, if any. 
 (c) Borrower shall (i) give Bank not less than thirty (30) days prior written notice of the
filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such
applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to
be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations,
promptly provide Bank with a copy 







 
of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its
security interest in such intellectual property rights, and the date of such filing. 
 (d) Borrower shall execute and
deliver such additional instruments and documents from time to time as Bank shall reasonably request to perfect and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral. 

(e) Borrower shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents,
Copyrights, and trade secrets, (ii) detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to
be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. 

(f) Bank may audit Borrower’s Intellectual Property Collateral to confirm compliance with this Section 6.8, provided
such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required
under this Section 6.8 to take but which Borrower fails to take, after fifteen (15) days’ notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable
exercise of its rights under this Section 6.8. 
 2.6 Section 7.1 (Dispositions). The last sentence of Section 7.1 of
the Loan Agreement is amended and restated as follows: 
 For the avoidance of doubt and notwithstanding anything to the contrary contained
herein, Borrower shall not Transfer, or permit any of its Subsidiaries to Transfer, all or any part of its business or property to any member of Allenex Group, except that this prohibition shall not apply to Transfers between members of Allenex
Group or in connection with Transfers permitted pursuant to clause (h) of the defined term “Permitted Transfers”. 
 2.7
Section 7.6 (Distributions). The last sentence of Section 7.6 of the Loan Agreement is amended and restated as follows: 

For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Borrower shall not make any
distribution or payment to any member of Allenex Group (except such prohibition shall not apply to distributions or payments in connection with clause (h) of the defined term “Permitted Transfers”). 

2.8 Section 7.7 (Investments). The last sentence of Section 7.7 of the Loan Agreement is amended and restated as follows:

 For the avoidance of doubt and notwithstanding anything to the contrary contained herein, other than in connection with the Allenex
Acquisition, Borrower shall not make any Investment in or to any member of Allenex Group, except that this prohibition shall not apply to Investments made from Borrower to Allenex in connection with clause (h) of the defined term
“Permitted Transfers”. 
 2.9 Section 7.13 (Allenex Group Agreements). Section 7.13 of the Loan Agreement is
amended and restated as follows: 
 7.13 Allenex Group Agreements. Notwithstanding anything to the contrary herein, except for
Indebtedness incurred by Allenex in connection with Investments made from Borrower to Allenex in connection clause (h) of the defined term “Permitted Transfers”, Borrower shall not permit any member of Allenex Group to enter into any
new, or modify any existing, material agreements, including without limitation, any agreements which govern the incurrence of any Indebtedness by any member of Allenex Group or encumbrance of any assets of any member of Allenex Group. 







 2.10 Section 9.2 (Power of Attorney). Section 9.2 of the Loan Agreement is
amended and restated as follows: 
 9.2 Power of Attorney. Effective only upon the occurrence and during the
continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify
account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice
or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all
claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be
reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered
into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights,
Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest;
and (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of
attorney to sign the name of Borrower on any of the documents described in clauses (g) and (h) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every
one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances
hereunder is terminated. 
 3. Exhibit A (Definitions). The following definitions are added to or amended and restated in Exhibit A
to the Agreement as follows: 
 “Collateral” means the property described on Exhibit B attached
hereto and all Negotiable Collateral and Intellectual Property Collateral except to the extent (i) any such property is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such
prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of
any such restriction or prohibition, such property shall automatically become part of the Collateral, or (iii) any such property constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of sixty five
percent (65%) of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote; provided that in no case shall the definition of “Collateral” exclude any Accounts, proceeds of the
disposition of any property, or general intangibles consisting of rights to payment. 
 “Intellectual Property
Collateral” means all of Borrower’s right, title, and interest in and to the following: 
 (a) Copyrights,
Trademarks and Patents; 
 (b) Any and all trade secrets, and any and all intellectual property rights in computer software
and computer software products now or hereafter existing, created, acquired or held; 
 (c) Any and all design rights which
may be available to Borrower now or hereafter existing, created, acquired or held; 







 (d) Any and all claims for damages by way of past, present and future
infringement of any of the rights included above, 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; 

(e) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties
arising from such use to the extent permitted by such license or rights; 
 (f) All amendments, renewals and extensions of
any of the Copyrights, Trademarks or Patents; and 
 (g) All proceeds and products of the foregoing, including without
limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing. 

“Permitted Exclusive Licenses” means exclusive licenses for the use of the Intellectual Property Collateral of
Borrower or any of its Subsidiaries, provided that (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the
terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property Collateral and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on,
or assign or otherwise Transfer any Intellectual Property Collateral; (iii) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Bank and delivers to Bank copies of the
final executed licensing documents in connection with the exclusive license promptly upon consummation thereof; (iv) 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 (v) 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 maintained at Bank. 

4. Exhibit A (Definitions). The following definition is deleted from Exhibit A to the Agreement: 

“Intellectual Property”. 

5. Exhibit A (Definitions).  

5.1 “Permitted Indebtedness”. A new clause (o) is added to the definition of “Permitted
Indebtedness” in Exhibit A to the Agreement as follows: 
 (o) Indebtedness in connection with Investments permitted
pursuant to clause (l) of the defined term “Permitted Investments”. 
 5.2 “Permitted Investments”. A
new clause (l) is added to the definition of “Permitted Investments” in Exhibit A to the Agreement as follows: 

(l) Investments in connection with Transfers permitted pursuant to clause (h) of the defined term “Permitted
Transfers”. 
 5.3 “Permitted Transfer”. A new clause (h) is added to the definition of “Permitted
Transfer” in Exhibit A to the Agreement as follows: 
 (h) cash in an aggregate amount equal to Seven Hundred Fifty
Thousand Dollars ($750,000) from Borrower to Allenex to cover Allenex’s inventory expenses pursuant to that certain Distribution Agreement by and between Allenex (through its Olerup SSP AB subsidiary) and Conexio Genomics Pty Ltd, dated as of
April 19, 2011. 
 6. Exhibit B. Exhibit B to the Agreement is replaced with Exhibit B attached hereto. 







 7. Exhibit A to UCC Financing Statement. Exhibit A to UCC Financing Statement to the
Agreement is replaced with Exhibit A to UCC Financing Statement attached hereto. 
 8. Disclosure Letter to Loan Agreement. A new
Schedule 5.4, attached hereto as Annex 1, is added to the Disclosure Letter in correct numerical order. 
 9. Limitation of
Amendment.  
 9.1 This Amendment is effective for the purposes set forth herein and shall be limited precisely as written
and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future
under or in connection with any Loan Document. 
 9.2 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 are hereby ratified and confirmed and shall remain in full force and effect. 

10. Representations and Warranties. Borrower represents and warrants to Bank as follows: 

10.1(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; 

10.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement; 
 10.3 The organizational documents of Borrower delivered to Bank on the on or prior to the date hereof remain true,
accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
 10.4
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement have been duly authorized by all necessary action on the part of Borrower; 

10.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any material 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; 

10.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement 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 
 10.7 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. 
 11. Prior Agreement. The Loan Documents are
hereby ratified and reaffirmed and shall remain in full force and effect. This Amendment is not a novation and the terms and conditions of this Amendment shall be in addition to and supplemental to all terms and conditions set forth in the Loan
Documents. In the event of any conflict or inconsistency between this Amendment and the terms of such documents, the terms of this Amendment shall be controlling, but such document shall not otherwise be affected or the rights therein impaired. 








 12. Integration. This Amendment and the Loan Documents represent the entire agreement
about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge
into this Amendment and the Loan Documents. 
 13. Counterparts. This Amendment may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 14. Conditions to Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of (i) this Amendment by each party hereto, (ii) an intellectual property security agreement, and (iii) an updated Corporate Borrowing
Certificate, and (b) Borrower’s payment to Bank of an amendment fee equal to Ten Thousand Dollars ($10,000), plus all Bank Expenses, which may be debited from any of Borrower’s accounts with Bank. 

15. Miscellaneous. 

15.1 This Amendment shall constitute a Loan Document under the Loan Agreement; the failure to comply with the covenants contained
herein shall constitute an Event of Default under the Loan Agreement; and all obligations included in this Amendment (including, without limitation, all obligations for the payment of principal, interest, fees, and other amounts and expenses) shall
constitute obligations under the Loan Agreement and secured by the Collateral. 
 15.2 Each provision of this Amendment is severable
from every other provision in determining the enforceability of any provision. 
 16. Governing Law. This Amendment and the rights
and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of California. 

[Signature page follows.] 







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

									
	BANK:	 		 	BORROWER:
			
	EAST WEST BANK	 		 	CAREDX, INC.
					
	By:	 	  /s/ Linda S. Le Beau
	 		 	By:	 	  /s/ Charles Constanti

	Name:	 	Linda S. Le Beau	 		 	Name:	 	Charles Constanti
	Title:	 	Managing Director, Life Sciences	 		 	Title:	 	Chief Financial Officer









			
	DEBTOR	 	                CAREDX, INC.
		
	SECURED PARTY:	 	                EAST WEST BANK

 EXHIBIT B 

COLLATERAL DESCRIPTION ATTACHMENT TO LOAN AND SECURITY AGREEMENT 

All personal property of Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter
created or acquired, and wherever located, including, but not limited to: 
  

	(a)	all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all
accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under
a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing,
and the computers and equipment containing said books and records; 

  

	(b)	all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, in the United States of America or in any foreign jurisdiction, obtained or to be
obtained on or in connection with any of the foregoing, or any parts thereof or any underlying or component elements of any of the foregoing, together with the right to copyright and all rights to renew or extend such copyrights and the right (but
not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of copyright; 

  

	(c)	all trademarks, service marks, trade names and service names and the goodwill associated therewith, together with the right to trademark and all rights to renew or extend such trademarks and the right (but not the
obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of trademark; 

  

	(d)	all (i) patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without
limitation, the inventions and improvements described and claimed therein, (ii) licenses pertaining to any patent whether Debtor is licensor or licensee, (iii) income, royalties, damages, payments, accounts and accounts receivable now or
hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) right (but not the obligation) to sue in the name of Debtor and/or in the
name of Secured Party for past, present and future infringements thereof, (v) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (vi) reissues, divisions,
continuations, renewals, extensions and continuations-in-part with respect to any of the foregoing; and 

  

	(e)	any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All
terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time. 









			
	DEBTOR	 	                CAREDX, INC.
		
	SECURED PARTY:	 	                EAST WEST BANK

 EXHIBIT A to UCC Financing Statement 

COLLATERAL DESCRIPTION ATTACHMENT TO UCC NATIONAL FINANCING FORM 

All personal property of Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter
created or acquired, and wherever located, including, but not limited to: 
  

	(a)	all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all
accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under
a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing,
and the computers and equipment containing said books and records; 

  

	(b)	all common law and statutory copyrights and copyright registrations, applications for registration, now existing or hereafter arising, in the United States of America or in any foreign jurisdiction, obtained or to be
obtained on or in connection with any of the foregoing, or any parts thereof or any underlying or component elements of any of the foregoing, together with the right to copyright and all rights to renew or extend such copyrights and the right (but
not the obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of copyright; 

  

	(c)	all trademarks, service marks, trade names and service names and the goodwill associated therewith, together with the right to trademark and all rights to renew or extend such trademarks and the right (but not the
obligation) of Secured Party to sue in its own name and/or in the name of the Debtor for past, present and future infringements of trademark; 

  

	(d)	all (i) patents and patent applications filed in the United States Patent and Trademark Office or any similar office of any foreign jurisdiction, and interests under patent license agreements, including, without
limitation, the inventions and improvements described and claimed therein, (ii) licenses pertaining to any patent whether Debtor is licensor or licensee, (iii) income, royalties, damages, payments, accounts and accounts receivable now or
hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) right (but not the obligation) to sue in the name of Debtor and/or in the
name of Secured Party for past, present and future infringements thereof, (v) rights corresponding thereto throughout the world in all jurisdictions in which such patents have been issued or applied for, and (vi) reissues, divisions,
continuations, renewals, extensions and continuations-in-part with respect to any of the foregoing; and 

  

	(e)	any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All
terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time. 








 ANNEX 1 

Licenses (Section 5.4) 
  

	 	•	 	PCR Patent License Agreement by and between Roche Molecular Systems, Inc. and CareDx, Inc., dated November 16, 2004, as amended. 


 

	 	•	 	Amended and Restated Exclusive License Agreement between Stanford University and ImmuMetrix, Inc. (now CareDx, Inc.) dated January 27, 2014. 








 CORPORATE BORROWING CERTIFICATE 

 

					
	BORROWER:	  	CareDx, Inc.	  	DATE: June 27, 2016
	 BANK:
	  	East West Bank	  	

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

1. I am the Secretary, Assistant Secretary or other officer of the 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 are true, correct and complete copies of 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. Such Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and 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 Bank may rely on
them until Bank receives written notice of revocation from Borrower. 
 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 East West Bank (“Bank”). 

Execute Loan Documents. Execute any loan documents Bank requires. 

Grant Security. Grant Bank 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. 
 Further Acts. Designate other individuals to request advances, pay fees
and costs and execute other documents or agreements (including documents or agreement that waive Borrowers 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. 







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

			
	 CAREDX, INC.

		
	 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

	                                    
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 forth above. 
  

			
	 By:
	 	  

	 Name:
	 	  

	 Title: