EX-10.10



 Exhibit 10.10 

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 20, 2013 (the
“Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ARIOSA DIAGNOSTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which
Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of March 19, 2013, between Borrower and Bank (the “Prior
Agreement”). The parties agree that the Prior Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows: 

1. ACCOUNTING AND OTHER TERMS 

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following 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. 
 2. LOAN AND TERMS OF PAYMENT 

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and
accrued and unpaid interest thereon 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 and to deduction of Reserves, Bank shall make Advances not
exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. 

(b) Termination; Repayment. The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all
Advances, the unpaid interest thereon, the Revolving Line Termination Fee (if applicable), any outstanding Unused Revolving Line Facility Fees (if applicable), and all other Obligations relating to the Revolving Line shall be immediately due and
payable. 
 2.1.2 Term Loan. 

(a) Availability. Subject to the terms and conditions of this Agreement, on the Effective Date, Bank agrees to make one
(1) advance (the “Term Loan A Advance”) available to Borrower in an amount of Five Million Dollars ($5,000,000.00), provided that the proceeds of such Term Loan A Advance shall be used to pay in full Borrower’s outstanding
obligations under the “Term Loan” pursuant to Section 2.1.2 of the Prior Agreement (the “Existing Indebtedness”). Subject to the terms and conditions of this Agreement, during the Draw Period, Bank
agrees to make additional advances (each a “Term Loan B Advance” and collectively, the “Term Loan B Advances”) available to Borrower in an amount of up to Five 







 
Million Dollars ($5,000,000.00). The Term Loan A Advance and Term Loan B Advances are hereinafter referred to singly as the “Term Loan Advance” and collectively as the
“Term Loan Advances.” Once repaid, the Term Loan Advances may not be reborrowed. 
 (b) Repayment of the Term Loan.

 (i) Interest Only Payments. For each Term Loan Advance, Borrower shall make monthly payments of interest-only commencing on the
first (1st) calendar day of the first (1st) month following the month in which the Funding Date of the applicable Term Loan Advance occurs and continuing thereafter during the Interest-Only Period on the first (1st) calendar day of
each successive month. 
 (ii) Principal and Interest Payments. Commencing on the applicable Amortization Date, and continuing on
the first (1st) calendar day of each successive month thereafter, for each Term Loan Advance, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, as calculated by Bank based upon (1) the amount of
the Term Loan Advance, (2) the effective rate of interest as set forth in Section 2.3(a)(ii), and (3) a repayment schedule equal to thirty-six (36) months. All outstanding principal and accrued interest with respect to the Term
Loan Advances and all other outstanding Obligations with respect to the Term Loan Advances are due and payable in full on the Term Loan Maturity Date. Once repaid, the Term Loan Advances may not be reborrowed. 

(c) Voluntary Prepayment. At Borrower’s option, so long as no Event of Default has occurred and is continuing, Borrower shall have
the option to prepay all, but not less than all, of the outstanding Term Loan Advances, provided Borrower (i) shall provide written notice to Bank of its election to exercise to prepay the Term Loan Advances at least thirty (30) days prior
to such prepayment, and (ii) pays, on the date of the prepayment (A) all accrued and unpaid interest with respect to each Term Loan Advance through the date the prepayment is made; plus (B) all unpaid principal with respect to each
Term Loan Advance; plus (C) the Make-Whole Premium; plus (D) the Final Payment; plus (E) all other sums, including Bank Expenses, if any, that shall have become due and payable. 

(d) Mandatory Prepayment Upon an Acceleration. If the Term Loan Advances are accelerated following the occurrence and during the
continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all accrued and unpaid interest with respect to each Term Loan Advance through the date the prepayment is made, plus (ii) all
unpaid principal with respect to each Term Loan Advance, plus (iii) the Make-Whole Premium, plus (iv) the Final Payment; plus (v) all other sums, including Bank Expenses, if any, that shall have become due and payable, including
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 Bank in cash the amount of such excess (such excess, the “Overadvance”). 

  
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 Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest
on the outstanding amount of any Overadvance, on demand, at the Default Rate. 
 2.3 Payment of Interest on the Credit Extensions.

 (a) Interest Rate. 

(i) 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 Prime Rate, plus one percent (1.0%), which interest shall be payable monthly in accordance with Section 2.3(c) below. 

(ii) Term Loan Advances. Subject to Section 2.3(b), the principal amount outstanding for each Term Loan Advance shall accrue
interest at a per annum rate fixed as of the Funding Date for such Term Loan Advance equal to the Prime Rate plus two and one-quarter of one percent (2.25%), which interest shall be payable monthly. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at
a rate per annum which is five percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including,
without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations. 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 Bank. 

(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) Payment; Interest
Computation. Interest is payable monthly (i) with respect to the Revolving Line, on the last calendar day of each month, and (ii) with respect to each Term Loan Advance, on the first calendar day of each month, and in each case shall
be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of business on the next Business
Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included
in computing interest on such Credit Extension. 
 2.4 Fees. Borrower shall pay to Bank: 

(a) Revolving Line Termination Fee. Upon termination of this Agreement for any reason prior to the Revolving Line Maturity Date, in
addition to the payment of any other amounts then-owing, a termination fee in an amount equal to (i) two percent (2.0%) of the Revolving Line if such termination occurs prior to the first (1st) anniversary of the Effective Date, or
(ii) one percent (1.0%) of the Revolving Line if such termination occurs on or at any time after the first (1st) anniversary of the Effective Date and before the Revolving Line Maturity Date (the “Revolving Line Termination
Fee”); 

  
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 (b) Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility
Fee”) , payable monthly, in arrears, on a calendar year basis, in an amount equal to one-half of one percent (.50%) per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving
Line, for purposes of this calculation, shall equal the average Availability Amount for the monthly period. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank
pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder; 

(c) Make-Whole Premium. The Make-Whole Premium when due pursuant to the terms of Sections 2.1.2(c) and 2.1.2(d); 

(d) Final Payment. The Final Payment, when due hereunder; and 

(e) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank). 
 (f) Good Faith
Deposit. Borrower has paid to Bank a good faith deposit of Thirty Thousand Dollars ($30,000) (the “Good Faith Deposit”) to initiate Bank’s due diligence review process, which Good Faith Deposit net of (i) Bank Expenses
pursuant to this Agreement, and (ii) Bank Expenses (as defined in the Subordinated Loan Agreement) pursuant to the Subordinated Loan Agreement, will be applied to the commitment fee set forth in Section 2.3(a) of the Subordinated Loan
Agreement on the Effective Date. 
 (g) Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by
Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans
and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit
Account pursuant to the terms of the clauses of this Section 2.4. 
 2.5 Payments; Application of Payments; Debit of
Accounts. 
 (a) All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in
Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific 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 shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

  
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 (b) Bank has the exclusive right to determine the order and manner in which all payments with
respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this
Agreement when any such allocation or application is not specified elsewhere in this Agreement. 
 (c) Bank may debit any of Borrower’s
deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

2.6 Waiver. Bank hereby agrees to waive the Make-Whole Premium (as defined in the Prior Agreement) owed by Borrower to Bank solely as a
result of Borrower’s prepayment of the Existing Indebtedness pursuant to this Agreement. For clarity, Bank shall not waive any Make-Whole Premium owing by Borrower to Bank other than as a result of Borrower’s prepayment of the Existing
Indebtedness pursuant to the terms of this Agreement. 
 2.7 Withholding. Payments received by Bank from Borrower under this
Agreement 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 Bank, 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, Bank 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 Bank with proof reasonably satisfactory to Bank 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 2.7 shall survive the termination of this Agreement. 
 3. CONDITIONS OF LOANS 

3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit Extension is subject to the
condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: 

(a) delivery of the Subordinated Loan Agreement and satisfaction of all conditions precedent thereto; 

(b) duly executed original signatures to the Loan Documents; 

(c) duly executed original signatures to the Control Agreement; 

  
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 (d) the Operating Documents and long-form 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; 
 (e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; 

(f) certified copies, dated as of a recent date, of financing statement searches, as Bank may 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; 

(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; 

(h) evidence satisfactory to Bank that the insurance policies and endorsements required by Section 6.6 hereof are in full force and
effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; and 

(i) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. 

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit
Extension, are subject to the following conditions precedent: 
 (a) timely receipt of an executed Payment/Advance Form and/or
Transaction Report; 
 (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material
respects on the date of the Payment/Advance Form and/or Transaction Report 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 Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this
Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the
text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and 

  
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 (c) Bank determines to its satisfaction that there has not been any material impairment in the
general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

 3.3 Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a
condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the
making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion. 
 3.4 Procedures for
Borrowing. 
 (a) 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 Bank (which notice shall be irrevocable) by electronic mail or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Together with any such
electronic notification, Borrower shall deliver to Bank by electronic mail a completed Transaction Report executed by a Responsible Officer or his or her designee or designee together with such other reports and information, including without
limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank
shall credit Advances to the Designated Deposit Account. Bank 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. 
 (b) Term Loan Advances. Subject to the prior satisfaction of all other applicable conditions to the making
of a Term Loan Advance set forth in this Agreement, to obtain a Term Loan Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail or telephone by 12:00 p.m. Pacific time on the Funding Date of the Term Loan
Advance. Together with any such electronic notification, Borrower shall deliver to Bank by electronic mail a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a
person whom Bank believes is a Responsible Officer or designee. Bank shall credit Term Loan Advances to the Designated Deposit Account. Bank may make Term Loan Advances under this Agreement based on instructions from a Responsible Officer or his or
her designee or without instructions if the Term Loan Advances are necessary to meet Obligations which have become due. 
 4. CREATION
OF SECURITY INTEREST 
 4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in
full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. 

  
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 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 are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien
in this Agreement). 
 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than
inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall,
at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied
in full, and (y) this Agreement 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 at least one hundred five percent (105%); and
(y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due
in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 

4.2 Priority of Security Interest. 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 pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this
Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank 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 Bank. 

4.3 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to
Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, except as permitted in Section 7.1 hereof, by either Borrower or any other
Person, shall be deemed to violate the rights of Bank under the Code. 
 5. REPRESENTATIONS AND WARRANTIES 

Borrower represents and warrants as follows: 

5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization
in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which  

  
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the conduct of its business 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 effect on
Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that
(a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection
Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place
of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years,
changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its
Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in
this Agreement). Bank hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank as required pursuant to Section 7.2 below. 

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not
(i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order,
writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries 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 (v) conflict with, contravene, constitute a default or
breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could
reasonably be expected to have a material adverse effect on Borrower’s business. 
 5.2 Collateral. Borrower has good title to,
rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or financial
institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith (as the same may be updated from time to time) and which Borrower has taken
such actions as are necessary to give Bank a perfected security interest therein, pursuant to the term of Section 6.7(b). The Accounts are bona fide, existing obligations of the Account Debtors. 

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection
Certificate or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 

  
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 All Inventory is in all material respects of good and marketable quality, free from material
defects. 
 Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive
licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection
Certificate (as the same may be updated from time to time pursuant to Section 6.9(b)). To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and
enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge,
no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted
on the Perfection Certificate (as the same may be updated from time to time pursuant to Section 6.9(b)), Borrower is not a party to, nor is it bound by, any Restricted License. 

5.3 Accounts Receivable. 

(a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an
Eligible Account. 
 (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing
the 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. 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 Transaction Report. 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 set forth in the
Perfection Certificate, there are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, One
Hundred Thousand Dollars ($100,000). 
 5.5 Financial Statements; Financial Condition. All consolidated financial statements
for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the dates and for the periods presented.
There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

  
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 5.6 Solvency. The fair salable value of Borrower’s consolidated assets (including
goodwill minus disposition costs) exceeds the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as
they mature. 
 5.7 Regulatory Compliance. Borrower is not an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not 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 (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could reasonably be expected to have a material
adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing,
storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all
Government Authorities that are necessary to continue their respective businesses as currently conducted except where failure to obtain or make such consents, declarations, filings or notices could not reasonably be expected to have a material
adverse effect on Borrower’s business. 
 5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership, or
other ownership interest or other equity securities except for Permitted Investments. 
 5.9 Tax Returns and Payments; Pension
Contributions. Borrower has timely filed or has obtained extensions for filing all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by
Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Five Thousand Dollars ($5,000). 

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any
material development in, the proceedings, and (ii) post bonds or take 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.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to
fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has 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, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

  
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 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 and not for personal, family, household or agricultural purposes. 

5.11 Full Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given
to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, 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 by Bank 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). 

5.12 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 any Responsible Officer. 

6. AFFIRMATIVE COVENANTS 

Borrower shall do all of the following: 

6.1 Government Compliance. 

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain
qualification in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, in all
material respects, with all laws, ordinances and regulations to which it is subject. 
 (b) Use commercially reasonable efforts to obtain
all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of the Collateral. Borrower shall promptly provide
copies of any such obtained Governmental Approvals to Bank. 
 6.2 Financial Statements, Reports, Certificates. Provide Bank with the
following: 
 (a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, (ii) no
later than Friday of each week when a Streamline Period is not in effect, and (iii) within thirty (30) days after the end of each month when a Streamline Period is in effect; 

(b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date,
(B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, and general ledger; 


  
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 (c) As soon as available, but no later than thirty (30) days after the last day of each
month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial
Statements”); 
 (d) Within thirty (30) days after the last day of each month and together with the Monthly Financial
Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations
showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; 

(e) Within seven (7) Business Days after approval by Borrower’s Board of Directors but at least annually by March 31st of each
fiscal year, annual financial plans and projections consisting of consolidated balance sheets and income statements covering Borrower’s and each of its Subsidiary’s operations on a monthly basis for the upcoming fiscal year approved by
Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and
projections; 
 (f) Within one hundred twenty (120) days after the last day of Borrower’s fiscal year or as required by
Borrower’s Board of Directors, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably
acceptable to Bank; 
 (g) Within five (5) days of delivery, copies of all statements, reports and notices made generally available to
Borrower’s security holders or to any holders of Subordinated Debt; 
 (h) In the event that Borrower becomes subject to the reporting
requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the
functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. 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; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; 

(i) A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in
damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and 

  
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 (j) Other financial information reasonably requested by Bank. 

6.3 Accounts Receivable. 

(a) Schedules and Documents Relating to Accounts. Borrower shall deliver to Bank Transaction Reports and schedules of collections, as
provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and deliver the same shall not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall
Bank’s failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of all contracts,
orders, invoices, and other similar documents, and all shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall
deliver to Bank, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary indorsements,
and copies of all credit memos. 
 (b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts
in excess of One Hundred Thousand Dollars ($100,000) in the aggregate. Borrower may forgive (completely or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower
does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of Default has
occurred and is continuing; and (iii) after taking into account all such discounts, settlements and forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Borrowing Base. 

(c) Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until a Default or an Event of Default
has occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of Accounts into a lockbox account, “blocked account” as specified by Bank (such account, the “Cash
Collateral Account”), pursuant to a blocked account agreement in form and substance satisfactory to as Bank. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds
of Accounts to the Cash Collateral Account (i) to be applied to immediately reduce the Obligations under the Revolving Line when a Streamline Period is not in effect, or (ii) to be transferred on a daily basis to Borrower’s operating
account with Bank when a Streamline Period is in effect. 
 (d) Returns. Provided no Event of Default has occurred and is continuing,
if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of
such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately
notify Bank of the return of the Inventory. 
 (e) Verification. Bank may, from time to time, verify directly with the respective
Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account. 

  
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 (f) No Liability. Bank shall not be responsible or liable for any shortage or discrepancy
in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to
collect any Account, or for settling any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be responsible for any of Borrower’s obligations under any contract or agreement giving rise to an Account.
Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct. 
 6.1 Remittance of
Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day
after receipt by Borrower, to be applied to the Obligations under the Revolving Line (a) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (b) after the occurrence and during the continuance of an Event
of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed
of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of One Hundred Thousand Dollars ($100,000) or less (for all such transactions in any fiscal year). Borrower agrees, that it will not commingle proceeds
of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of
Collateral set forth elsewhere in this Agreement. 
 6.2 Taxes; Pensions. Timely file, and require each of its Subsidiaries to
timely file, all required tax returns and reports or extensions therefor and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and
each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, 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 their terms. 
 6.3 Insurance.

 (a) Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and
location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in amounts that are satisfactory to Bank. All property policies
shall have a lender’s loss payable endorsement showing Bank as a lender loss payee. All liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional
insured with respect to any such insurance providing coverage in respect of any Collateral. 

  
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 (b) Ensure that proceeds payable under any property policy are, at Bank’s option, payable to
Bank on account of the Obligations. 
 (c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and
evidence of all premium payments. Each provider of any such insurance required under this Section 6.6 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank
thirty (30) days (ten (10) days for non-payment of premium) prior written notice before any such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.6 or
to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.6, and take any action under the policies Bank deems
prudent. 
 6.4 Operating Accounts. 

(a) Maintain with Bank and Bank’s Affiliates, all of its and all of its Subsidiaries’ primary banking relationship, including,
without limitation, its operating and investment accounts. In addition, Borrower shall conduct all of its foreign exchange transactions, if any, through Bank. 

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial
institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is
maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may
not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit
of Borrower’s employees and identified to Bank by Borrower as such. 
 6.5 Financial Covenants. Maintain at all times, subject
to periodic reporting as of the last day of each month, unless otherwise noted, on a consolidated basis with respect to Borrower and its Subsidiaries: 

(a) Minimum Liquidity. Liquidity of not less than Five Million Dollars ($5,000,000) at all times. 

(b) Performance to Plan; Revenue. Maintain as of the last day of each month in 2014 a trailing six (6) month revenue of at least
eighty five percent (85%) of the Borrower’s business plan, and as of the last day of each month in 2015 and each year thereafter, a trailing six (6) month revenue of at least eighty percent (80%) of the Borrower’s business
plan, in each case as set forth in the revenue schedule attached hereto as Exhibit D. 

  
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 6.6 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business;
(ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property
material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. Whether or not any such Intellectual Property is material to Borrower’s business shall be determined by
Borrower’s board of directors in good faith and using its commercially reasonable judgment. 
 (b) Provide written notice to Bank
within thirty (30) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Bank requests to
obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or
prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance
with Bank’s rights and remedies under this Agreement and the other Loan Documents, provided that the failure to obtain such consent or waiver shall not constitute an Event of Default hereunder. 

6.7 Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank,
without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or
against Bank with respect to any Collateral or relating to Borrower. 
 6.8 Access to Collateral; Books and Records. Allow
Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books. Such
inspections or audits shall be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often as Bank shall determine is necessary.
The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for
the same), plus reasonable out-of-pocket expenses; provided, however, that such fees, charges and expenses for inspections and audits shall not exceed Ten Thousand Dollars ($10,000) in any twelve (12) month period, unless an Event of Default
has occurred and is continuing (the “Annual Audit Fee Cap”). In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten
(10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the
anticipated costs and expenses of the cancellation or rescheduling, which such fees, charges and expenses for the cancelled or rescheduled audit shall not be applied towards the Annual Audit Fee Cap. 

  
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 6.9 Formation or Acquisition of Subsidiaries. 

(a) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any
direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date, Borrower shall, upon Bank’s request in its sole discretion, (i) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to
cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien
(subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (ii) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in
such new Subsidiary, in form and substance satisfactory to Bank, and (iii) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 1(a) shall be a Loan Document. 

(b) Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any
direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the Effective Date, Borrower shall, upon Bank’s request in its sole discretion, (i) provide to Bank appropriate certificates and powers and financing statements,
pledging sixty-five percent (65%) of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank, and (ii) provide to Bank all other documentation in form and substance
satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12(b)
shall be a Loan Document. 
 6.10 Further Assurances. Execute any further instruments and take further action as Bank reasonably
requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and
other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on
the operations of Borrower or any of its Subsidiaries. 
 7. NEGATIVE COVENANTS 

Borrower shall not do any of the following without Bank’s prior written consent: 

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit
any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment that is, in the reasonable judgment of
Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting of the sale or issuance of any stock of Borrower
permitted under Section 7.2 of this Agreement; and (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for the payment of ordinary course business expenses in a manner that
is not prohibited by the terms of this Agreement or the other Loan Documents. 

  
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 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 currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) the Key
Person ceases to hold such office with Borrower and a replacement satisfactory to Borrower’s Board of Directors is not made within ninety (90) days after his departure from Borrower; or (ii) enter into any transaction or series of
related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own 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 by the sale of Borrower’s equity securities in a public offering or to venture capital, strategic or private equity investors so long as Borrower identifies to Bank the venture
capital, strategic or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). 

Borrower shall not, without at least twenty (20) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain (i) less than One Hundred Thousand Dollars ($100,000) in Borrower’s assets or property or (ii) mobile equipment consisting of laptop computers and related
hardware and software) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to a bailee at a location other than to a bailee and at a location already disclosed in
the Perfection Certificate, (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of
organization. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to a bailee, and Bank and such bailee are not already parties to a bailee
agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and
substance satisfactory to Bank. 
 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 or property of another Person (including, without limitation, by the formation of any Subsidiary) except
where (a) total cash consideration for all such mergers, consolidations or acquisitions do not in the aggregate exceed Five Million Dollars ($5,000,000) in any fiscal year of Borrower; (b) the entity being acquired, merged or consolidated
into Borrower or any of Borrower’s Subsidiaries is a company with a related business or industry and operation to the Borrower’s or any of Borrower’s Subsidiaries; (c) no Event of Default has occurred and is continuing or would
exist after giving effect to such merger, consolidation or acquisition; and (d) Borrower is the surviving legal entity. Notwithstanding the foregoing, a Subsidiary may merge or consolidate into another Subsidiary or into Borrower. Once a
merger, consolidation or acquisition is completed, Borrower shall provide Bank with complete details of the merger, consolidation or acquisition and pro-forma projections to demonstrate continued compliance with the Loan Documents. 

  
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 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, permit any Collateral not to be subject to the first priority security
interest granted herein, except for Liens described in clause (c) of the definition of Permitted Liens, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or
indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property,
except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein. 
 7.6
Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.7(b) hereof. 

7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any
capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in
common stock; and (iii) Borrower may repurchase the stock of former employees, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist
after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed One Hundred Thousand Dollars ($100,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without
limitation, by the formation of any Subsidiary) 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, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a
non-affiliated Person, (ii) sales of equity securities and unsecured debt financings from Borrower’s investors so long as all such Indebtedness is Subordinated Debt, (iii) Investments permitted under sub-clauses (0 or (g) of the
definition of Permitted Investments, and (iv) transactions permitted pursuant to Section 7.2 hereof. 
 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 provide for earlier or greater principal, interest, or other payments thereon, except under the terms of the subordination, intercreditor, or other similar
agreement to which such Subordinated Debt is subject, or adversely affect the subordination thereof to Obligations owed to Bank. 

  
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 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 effect on Borrower’s business, 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, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

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 when due, or
(b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date or the Term Loan
Maturity Date). During the cure period, the failure to make or pay any payment specified under clause 8.1 hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 

8.2 Covenant Default. 

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.3, 6.4, 6.6, 6.7, 6.8, 6.9(b), 6.12 or violates any covenant in
Section 7; or 
 (b) Borrower 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). Cure periods provided under this section shall not apply, among other things, to
financial covenants or any other covenants set forth in clause (a) above; 

  
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 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 of any entity under the control of
Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (a)and (a) 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; or 

(b) (i) any material portion of Borrower’s 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 from conducting all or any material part of its business; 
 8.5
Insolvency. (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or 

(a) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed within thirty (30) days (but no Credit Extensions
shall be made while any of the conditions described in clause 8.5 exist and/or until any Insolvency Proceeding is dismissed); 
 8.6
Other Agreements. There is, under any agreement to which Borrower is a party with a third party or parties, (a) any default by Borrower resulting in a right by such third party or parties, whether or not exercised, to accelerate the
maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any breach or default by Borrower, the result of which could have a material adverse effect on
Borrower’s business; provided, however, that the Event of Default under this Section 8.6 caused by the occurrence of a breach or default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank receiving
written notice from the party asserting such breach or default of such cure or waiver of the breach or default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Bank has not declared an Event of
Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with
any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith business judgment of Bank be materially less advantageous to Borrower;

 8.7 Judgments; Penalties. One or more fines, penalties or final judgments, orders or decrees for the payment of money in an
amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower by
any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not
discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or decree); 

  
 22 








 8.8 Misrepresentations. Borrower or any Person acting for Borrower makes any
representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement
is incorrect in any material respect when made; 
 8.9 Subordinated Debt. Any document, instrument, or agreement evidencing
the subordination of any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or
deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; or 

8.10 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse
manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could
result in the Governmental Authority taking any of the actions described in clause 8.10 above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) cause, or could reasonably be expected to cause, a
Material Adverse Change, or (ii) materially adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension,
modification or non-renewal could reasonably be expected to materially adversely affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction. 

8.11 Cross-Default. The occurrence of an Event of Default (as defined in the Subordinated Loan Agreement) under the Subordinated Loan
Agreement. 
 9. BANK’S RIGHTS AND REMEDIES 

9.1 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do
any or all of the following: 
 (a) declare all Obligations immediately due and payable (but if an Event of Default described in
Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 
 (b) stop advancing money or
extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank; 
 (c) for any
Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to at least one hundred five (105%) (or one hundred ten percent (110%) if the Letter of Credit is denominated in Foreign Currency) 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; 

  
 23 








 (d) terminate any FX Contracts; 

(e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes
and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds; 

(f) 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 Bank requests and make it available as Bank designates. Bank 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 Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s
rights or remedies; 
 (g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by
Bank owing to or for the credit or the account of Borrower; 
 (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for
sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets,
trade names, Trademarks, 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 Bank’s exercise of its rights under
this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 
 (i) place a
“hold” on any account maintained with Bank 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; 
 (j) demand and receive possession of Borrower’s Books; and 

(k) exercise all rights and remedies available to Bank 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). 
 9.2 Power of Attorney. Borrower hereby irrevocably
appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign
Borrower’s 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 Bank 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 


  
 24 








 
thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints
Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’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 Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of
Bank’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 Bank’s obligation to provide Credit Extensions terminates. 

9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.6 or fails to pay any premium thereon
or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by
Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such
insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default. 

9.4 Application of Payments and Proceeds Upon Default. If an Event of Default has occurred and is continuing, Bank shall have the right
to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall
pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other
credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations
until the actual receipt by Bank of cash therefor. 
 9.5 Bank’s Liability for Collateral. So long as Bank complies with
reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

9.6 No Waiver; Remedies Cumulative. Bank’s failure, 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 Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the
party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies
provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and
Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

  
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 9.7 Demand Waiver. Borrower waives 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 Bank on which Borrower is liable. 

10. NOTICES 
 All
notices, consents, requests, approvals, demands, or other 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 electronic mail 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 email address indicated below. Bank or Borrower may change its mailing or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 10. 

 

			
	If to Borrower:	 	Ariosa Diagnostics, Inc.
		 	5945 Optical Court
		 	San Jose, California 95138
		 	Attn: Dan Puckett
		 	Telephone: (408) 229-7522
		 	Email: DPuckett@ariosadx.com
		
	If to Bank:	 	Silicon Valley Bank
		 	555 Mission Street, Suite 900
		 	San Francisco, California 94105
		 	Attn: Milo Bissin, Vice President
		 	Telephone: (415) 764-3103
		 	Email: mbissin@svb.com
		
	with a copy to:	 	Riemer & Braunstein LLP
		 	Three Center Plaza
		 	Boston, Massachusetts 02108
		 	Attn: David A. Ephraim, Esquire
		 	Fax: (617) 692-3455
		 	Email: DEphraim@riemerlaw.com


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

California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank 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 Bank 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 Bank. 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 AND BANK 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 BOTH PARTIES 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 

  
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proceedings. The private 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. 
 This Section 11 shall survive the termination of this
Agreement. 
 12. GENERAL PROVISIONS  

12.1 Termination Prior to Revolving Line Maturity Date and/or Term Loan Maturity Date; Survival. All covenants, representations and
warranties made in this Agreement continue in full force 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, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this Agreement) have been satisfied. So long as Borrower has satisfied the Obligations (other than
inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of
this Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date and/or Term Loan Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations
that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. 

12.2 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right, without the consent of or notice to Borrower, to
sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents. 

12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or
any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any
other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from,
consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except as to (i) or (ii) for Claims and/or losses and/or Bank Expenses directly caused by such Indemnified
Person’s gross negligence or willful misconduct. 

  
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 This Section 12.3 shall survive until all statutes of limitation with respect to the Claims,
losses, and expenses for which indemnity is given shall have run. 
 12.4 Time of Essence. Time is of the essence for the performance
of all Obligations in this Agreement. 
 12.5 Severability of Provisions. Each provision of this Agreement is severable from
every other provision in determining the enforceability of any provision. 
 12.6 Correction of Loan Documents. Bank may
correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties. 
 12.7
Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the
extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require
performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall
not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. 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 the Loan Documents merge into the Loan Documents. 

12.8 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. 
 12.9
Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or
Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best
efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in
connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a
confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank,
or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is
prohibited from disclosing the information. 

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

12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out of or relating to the
Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

12.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like
import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a
paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. 

12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have
participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

12.14 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The
parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract. 

12.15 Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or
remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to
this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 

  
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 13. DEFINITIONS 

13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the
word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the
following capitalized 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 revolving credit loan (or revolving
credit loans) under the Revolving Line. 
 “Affiliate” is, with respect to any Person, each other Person that
owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a
limited liability company, that Person’s managers and members. 
 “Agreement” is defined in the preamble
hereof. 
 “Amortization Date” means, for each Term Loan Advance, the first (1st) calendar day of the
month immediately following the expiration of the Interest-Only Period. 
 “Annual Audit Fee Cap” is defined
in Section 6.11. 
 “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” is defined in the preamble hereof.  

“Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and
expenses) 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 with respect to
Borrower. 
 “Bank Services” are any products, credit services, and/or financial accommodations previously,
now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of
payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related thereto (each, a “Bank
Services Agreement”). 
 “Bank Services Agreement” is defined in the definition of Bank Services.
 
 “Borrower” is defined in the preamble hereof. 

  
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 “Borrower’s Books” are all Borrower’s books and records
including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such
information. 
 “Borrowing Base” is (a) eighty percent (80%) of Eligible Domestic Accounts, plus
(b) seventy percent (70%) of Eligible Foreign Accounts, as determined by Bank from Borrower’s most recent Transaction Report; provided, however, that Bank has the right to decrease the foregoing percentages in its good faith business
judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its value. Notwithstanding the foregoing, at no time shall the portion of Advances based upon the Eligible Foreign Accounts
exceed fifty percent (50.0%) of the Borrowing Base. 
 “Borrowing Resolutions” are, with respect to any
Person, those resolutions adopted by such Person’s board of directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such
Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each
of the Loan Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the
execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person,
together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior
certificate. 
 “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed,
and if any determination of a “Business Day” shall relate to an FX Contract, the term “Business Day” shall mean a day on which dealings are carried on in the country of settlement of the Foreign Currency 

“Cash Equivalents” means (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) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market funds at least
ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Claims” is defined in Section 12.3. 

“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  

  
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Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect
to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of 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. 

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

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains
a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) 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 of 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, Overadvance, Term Loan Advance, or any other extension of credit by Bank for
Borrower’s benefit. 

  
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 “Default” means any event which with notice or passage of time or both,
would constitute an Event of Default. 
 “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 the multicurrency
account denominated in Dollars, account number                     , maintained by Borrower with Bank. 

“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” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily
converted into lawful money of the United States. 
 “Domestic Subsidiary” means a Subsidiary organized under
the laws of the United States or any state or territory thereof or the District of Columbia. 
 “Draw Period”
is the period commencing on October 31, 2014 and continuing through the earlier to occur of (a) December 31, 2014, or (b) an Event of Default 

“Effective Date” is defined in the preamble hereof. 

“Eligible Accounts” means, individually and collectively, those certain Eligible Domestic Accounts and Eligible
Foreign Accounts, as the case may be. 
 “Eligible Domestic 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. Bank reserves 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 Bank otherwise agrees in writing, Eligible Domestic Accounts shall not include: 

(c) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 

(d) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

 (e) Accounts with credit balances over ninety (90) days from invoice date; 

  
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 (f) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts
owing from such Account Debtor have not been paid within ninety (90) days of invoice date; 
 (g) Accounts owing from an Account Debtor
which does not have its principal place of business in the United States; 
 (h) Accounts billed from and/or payable to Borrower outside of
the United States (sometimes called foreign invoiced accounts); 
 (i) 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); 

(j) 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 Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 

(k) 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; 
 (l) 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); 

(m) 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); 
 (n) 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); 

(o) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 

(p) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank,
Borrower, and the Account Debtor have entered into an agreement acceptable to Bank 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); 

(q) Accounts for which the Account Debtor has not been invoiced; 

  
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 (r) Accounts that represent non-trade receivables or that are derived by means other than in the
ordinary course of Borrower’s business; 
 (s) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond
ninety (90) days; 
 (t) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor; 

(u) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts); 

(v) 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; 
 (w) Accounts owing from an Account
Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue); 
 (x) Accounts owing
from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, except for Laboratory Corporation of America Holdings (d/b/a LabCorp), for which such percentage is one hundred percent (100%), for
the amounts that exceed that percentage, unless Bank approves in writing; and 
 (y) Accounts for which Bank in its good faith business
judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices. 

“Eligible Foreign Accounts” are Accounts for which the Account Debtor does not have its principal place of business in
the United States and which (a) such Accounts otherwise satisfy the definition of Eligible Domestic Accounts, and (b) Bank approves of such Accounts in writing on a case-by-case basis in its sole discretion. Bank reserves the right at any
time after the Effective Date to adjust any of the criteria set forth herein and to establish new criteria in its good faith business judgment. 

“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, and its regulations.  

“Event of Default” is defined in Section 8. 

“Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus
accrued interest) equal to seven and one-half of one percent (7.5%) of the original principal amount of the Term Loan Advances extended by Bank to Borrower, due on the earliest of: (a) the Term Loan Maturity Date, (b) the acceleration
of the Term Loan Advances, (c) the repayment of the Term Loan Advances, or (iv) the termination of this Agreement. 

  
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 “Foreign Currency” means lawful money of a country other than the United
States. 
 “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

“Funding Date” is any date on which a Credit Extension is made to or for the 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, which are applicable to the circumstances as of the date of determination. 
 “General
Intangibles” is 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 Intellectual Property, claims, income
and other tax refunds, security and other deposits, payment intangibles, contract rights, 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. 

“Good Faith Deposit” is defined in Section 2.4(f). 

“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. 
 “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 12.3. 

  
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 “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. 
 “Intellectual Property” means, with respect to any Person, all of such Person’s right, title,
and interest in and to the following: 
 (a) its Copyrights, Trademarks and Patents; 

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

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

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

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

“Interest Only Period” means, for each Term Loan Advance, the twelve (12) month period commencing on the first
(1st) calendar day of the month immediately following the Funding Date of a Term Loan Advance. 

“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 Borrower’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 or capital contribution to any Person. 
 “Key Person” means Kenneth Song,
Borrower’s Chief Executive Officer, as of the Effective Date. 
 “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. 

“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. 

  
 38 








 “Liquidity” is, at any time, the sum of (a) the aggregate amount of
unrestricted cash and Cash Equivalents held at such time by Borrower and its Subsidiaries in Deposit Accounts or Securities Accounts maintained with Bank or its Affiliates, and (b) the Availability Amount. 

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

“Make-Whole Premium” is an amount equal to (i) Two Hundred Thousand Dollars ($200,000) if the prepayment is made
on or before the first (1st) anniversary of the Effective Date, and (ii) One Hundred Thousand Dollars ($100,000) if the prepayment is made on or after the first (1st) anniversary of the Effective Date and before the Term Loan Maturity
Date. 
 “Material Adverse Change” is (a) a material impairment in the perfection or priority of
Bank’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. 
 “Monthly Financial Statements” is defined in Section 6.2(c).

 “Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank
Expenses, Final Payment, Make-Whole Premium, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents, or otherwise, and including interest accruing after Insolvency Proceedings begin and debts,
liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents. 

“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. 
 “Overadvance” is defined in Section 2.2. 

“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/Advance
Form” is that certain form attached hereto as Exhibit E.  
 “Perfection Certificate” is
defined in Section 5.1. 

  
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 “Permitted Indebtedness” is: 

(a) Borrower’s Indebtedness to Bank under this Agreement, the other Loan Documents, and the Subordinated Loan Agreement; 

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

(c) Subordinated Debt; 
 (d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness incurred as a result of endorsing
negotiable instruments received in the ordinary course of business; 
 (f) Indebtedness secured by Liens permitted under clauses
(a) and (c) of the definition of “Permitted Liens” hereunder; 
 (g) Indebtedness corresponding to the Investments
permitted under clause (f) of the definition of Permitted Investments; and 
 (h) extensions, refinancings, modifications, amendments
and restatements of any items of Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its
Subsidiary, as the case may be. 
 “Permitted Investments” are: 

(a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate; 

(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 Bank. 
 (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 or securities accounts in which Bank has a perfected security interest; 

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

(f) Investments (i) by Borrower in Subsidiaries not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year
and (ii) by Subsidiaries in other Subsidiaries not to exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year or in Borrower; 

  
 40 








 (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; 

(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; 

(j) Investments permitted under Section 7.3 of this Agreement; and 

(k) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of
technology, the development of technology or the providing of technical support, provided that any cash investments by Borrower do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate in any fiscal year. 

“Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement, the other Loan Documents,
and the Subordinated Loan Agreement; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not
due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations adopted thereunder; 
 (c) purchase money Liens (including capital leases) (i) on Equipment acquired or held
by Borrower incurred for financing the acquisition of the Equipment securing no more than One Hundred Thousand Dollars ($100,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the
property and improvements and the proceeds of the Equipment; 
 (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 (i) secure liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) (ii) have no priority over any of Bank’s
security interests and (iii) are not delinquent or remain payable without penalty or 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; 

  
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 (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 Bank a security interest therein;

 (h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business; 

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4
and 8.7; and 
 (i) Liens in favor of other financial institutions arising in connection with Borrower’s 

deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such
deposit and/or securities accounts. 
 “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. 

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street
Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable
for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being
intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors). 
 “Prior
Agreement” is defined in the preamble hereof. 
 “Registered Organization” is any “registered
organization” as defined in the Code with such additions to such term as may hereafter be made. 
 “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. 

  
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 “Reserves” means, as of any date of determination, such amounts as Bank
may from time to time establish and revise in its good faith business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower (a) to reflect events, conditions, contingencies
or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in
delinquencies of Accounts), (ii) the assets, business or prospects of Borrower, or (iii) the security interests and other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to
reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any
state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default 

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of
Borrower. 
 “Restricted License” is any license or other agreement material to Borrower’s business with
respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under
or termination of could interfere with the Bank’s right to sell any Collateral. 
 “Revolving Line” is
an aggregate principal amount equal to Ten Million Dollars ($10,000,000). 
 “Revolving Line Maturity Date”
is December 20, 2016.  
 “Revolving Line Termination Fee” is defined in Section 2.4(a). 

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental
Authority. 
 “Securities Account” is any “securities account” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Streamline Period” is on and after the Effective Date,
provided no Event of Default has occurred and is continuing, the period (a) commencing on the first day of the month following the day that Borrower provides evidence to Bank that Borrower has, for each consecutive day in the immediately
preceding month, maintained Liquidity of equal to or greater than Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Threshold Amount”); and (b) terminating on the earlier to occur of (i) the occurrence of an
Event of Default, and (ii) the first day thereafter in which Borrower fails to maintain the Threshold Amount. Upon the termination of a Streamline Period, Borrower must maintain the Threshold Amount each consecutive day for one (1) month
as determined by Bank in its discretion, prior to entering into a subsequent Streamline  

  
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Period. Borrower shall give Bank prior written notice of Borrower’s election to enter into any such Streamline Period, and each such Streamline Period shall commence on the first day of the
monthly period following the date the Bank determines, in its reasonable discretion, that the Threshold Amount has been achieved. Notwithstanding the foregoing, Borrower shall be deemed to be in the Streamline Period as of the Effective Date. 

“Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter
indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank. 

“Subordinated Loan Agreement” is that certain Subordinated Loan and Security Agreement dated as of even date herewith,
between Borrower and Bank, as amended and in effect. 
 “Subsidiary” is, as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower. 

“Term Loan Advance” and “Term Loan Advances” is defined in Section 2.1.2(a). 

“Term Loan Maturity Date” is for each Term Loan Advance, the first
(1st) calendar day of the month that is thirty-five (35) months after the applicable Amortization Date for such Term Loan Advance. 

“Threshold Amount” is defined in the definition of Streamline Period. 

“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. 

“Transaction Report” is that certain report of transactions and schedule of collections in the form attached as
Exhibit B. 
 “Transfer” is defined in Section 7.1. 

“Unused Revolving Line Facility Fee” is defined in Section 2.4(b). 

[Signature page follows.] 

  
 44 








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

			
	BORROWER:
	
	ARIOSA DIAGNOSTICS, INC.
		
	By	 	 /s/ Ken Song

	Name:	 	 Ken Song

	Title:	 	 CEO

	
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	 /s/ Milo Bissin

	Name:	 	 Milo Bissin

	Title:	 	 VP


 [Signature Page to Loan and Security Agreement] 

  
 45 








 EXHIBIT A — COLLATERAL DESCRIPTION 

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 provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, 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, whether now owned or hereafter acquired;
provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property; or (ii) more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital
stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. 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 Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. 

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property
without Bank’s prior written consent. 
 Exhibit A 







 EXHIBIT B — TRANSACTION REPORT 

EXCEL spreadsheet to be provided separately from lending officer 







 EXHIBIT C 

COMPLIANCE CERTIFICATE 
  

			
	 TO: SILICON VALLEY BANK
	  	 Date:                    


 FROM: ARIOSA DIAGNOSTICS, INC. 

The undersigned authorized officer of Ariosa Diagnostics, Inc. (“Borrower”) certifies that under the terms and conditions of
the Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for
the period ending                     with all required covenants except as noted below; (2) there are no Events of Default except as
noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any
representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date; (4) Borrower, and each of its Subsidiaries, have timely filed or have obtained extensions for filing all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its
Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. 
 Attached are the
required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, with
respect to unaudited financial statements, for the absence of footnotes and subject to year-end adjustments. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance
with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 

Please indicate compliance status by circling Yes/No under “Complies” column. 

 

					
	Reporting Covenants	  	Required	  	Complies
	 Monthly
financial statements with Compliance Certificate (“CC”)
	  	Monthly within 30 days	  	Yes    No
	 Annual
financial statement (CPA Audited)
	  	FYE within 20 days	  	Yes    No
	 10-Q, 10-K and
8-K
	  	Within 5 days after filing with SEC	  	Yes    No
	 Transaction
Reports
	  	(i) With each Advance, (ii) weekly when not in a Streamline Period and (iii) monthly within 30 days when Streamline Period is in effect	  	Yes    No
	 A/R &
A/P Agings and reconciliations
	  	Monthly within 30 days	  	Yes    No
	 Board
Projections
	  	Within 7 Business Days of Board Approval but annually by March 31st	  	Yes    No

  

													
	Financial Covenants	  	Required	 	  	Actual	 	  	Complies	 
	 Maintain at
all times
	  	 	 	 	  	 	 	 	  	 	 	 
	 Minimum
Liquidity
	  	$	5,000,000	  	  	$	            	  	  	 	Yes    No	  
	 Performance to
Plan
	  	 	 	 	  	$	            	  	  	 	Yes    No	  

  

	*	As set forth in Section 6.8(b) of the Agreement. 








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

									
	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this
Compliance Certificate	  	 	Yes    	  	  	 	No    	  

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

									
	ARIOSA DIAGNOSTICS, INC.	 	 	  	BANK USE ONLY
	 		 		 
	By:	 	  
	 	 	  	Received by:	  	  

	Name:	 	  
	 	 	  		  	        AUTHORIZED SIGNER
	 		 		 
	Title:	 	  
	 	 	  	Date:	  	  

	 		 		 
	 	 		 	 	  	Verified:	  	  

	 	 		 	 	  		  	        AUTHORIZED SIGNER
	 		 	 
	 	 	 	 	 	  	
Compliance Status:     Yes      No

 









 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

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

Dated:
                                         
                                

 

	I.	Minimum Liquidity (Section 6.8(a)) 

 Required:
                Liquidity of not less than $5,000,000 at all times 

Actual: 
  

					
	A.	 	Aggregate value of the unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries in Deposit Accounts or Securities Accounts maintained with Bank or its Affiliates	  	$            
			
	B.	 	Availability Amount	  	$            
			
	C.	 	Liquidity (line A plus line B)	  	$            

  

					
	 Is line C equal to or greater than $5,000,000?

			
		 	No, not in compliance	  	Yes, in compliance    
		
	II.	 	Performance to Plan (Section 6.8(b))
		
	Required:	 	Maintain as of the last day of each month in 2014 a trailing six (6) month revenue of at least eighty five percent (85%) of the Borrower’s business plan, and as of the last day of each month in 2015 and each year
thereafter, a trailing six (6) month revenue of at least eighty percent (80%) of the Borrower’s business plan, in each case as set forth in the revenue schedule attached hereto as Exhibit D.
	Actual:	 		  	
			
		 	No, not in compliance	  	Yes, in compliance    








 EXHIBIT D- REVENUE SCHEDULE 








																					
	 	  	Jan-14	 	  	Feb-14	 	  	Mar-14	 	  	Apr-14	 	  	May-14	 
	 Projected Revenue
	  	$	5,788,900	  	  	$	5,271,115	  	  	$	5,884,620	  	  	$	5,594,210	  	  	$	5,834,120	  
	 85% of Projected Revenue in 2014
	  	$	4,920,565	  	  	$	4,480,448	  	  	$	5,001,927	  	  	$	4,755,079	  	  	$	4,959,002	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 80% of Projected Revenue in 2015-2016
	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Trailing 6 month Revenue requirement
	  	$	31,551,166	  	  	$	30,746,575	  	  	$	30,792,317	  	  	$	29,758,018	  	  	$	29,017,020	  









																															
	Jun-14	 	  	Jul-14	 	  	Aug-14	 	  	Sep-14	 	  	Oct-14	 	  	Nov-14	 	  	Dec-14	 	  	Jan-2015	 
	$	5,699,710	  	  	$	5,792,725	  	  	$	5,853,450	  	  	$	5,726,525	  	  	$	5,983,650	  	  	$	5,858,375	  	  	$	6,126,200	  	  	$	6,141,200	  
				  				  				  				  				  				  				  	  
	  
	 
	$	4,844,754	  	  	$	4,923,816	  	  	$	4,975,433	  	  	$	4,867,546	  	  	$	5,086,103	  	  	$	4,979,619	  	  	$	5,207,270	  	  	 	N/A	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	$	4,912,960	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  			
	$	28,961,774	  	  	$	28,965,025	  	  	$	29,460,010	  	  	$	29,325,629	  	  	$	29,656,653	  	  	$	29,677,270	  	  	$	30,039,786	  	  	$	30,028,930	  









																															
	Feb-2015	 	  	Mar-2015	 	  	Apr-2015	 	  	May-2015	 	  	Jun-2015	 	  	Jul-2015	 	  	Aug-2015	 	  	Sep-2015	 
	$	6,556,200	  	  	$	6,971,200	  	  	$	6,894,875	  	  	$	7,323,625	  	  	$	7,752,375	  	  	$	8,171,125	  	  	$	8,589,875	  	  	$	9,008,625	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	$	5,244,960	  	  	$	5,576,960	  	  	$	5,515,900	  	  	$	5,858,900	  	  	$	6,201,900	  	  	$	6,536,900	  	  	$	6,871,900	  	  	$	7,206,900	  
	$	30,298,458	  	  	$	31,007,871	  	  	$	31,437,669	  	  	$	32,316,950	  	  	$	33,311,580	  	  	$	34,935,520	  	  	$	36,562,460	  	  	$	38,192,400	  









																															
	Oct-2015	 	  	Nov-2015	 	  	Dec-2015	 	  	Jan-2016	 	  	Feb-2016	 	  	Mar-2016	 	  	Apr-2016	 	  	May-2016	 
	$	9,412,375	  	  	$	9,831,125	  	  	$	10,237,375	  	  	$	9,390,750	  	  	$	9,714,500	  	  	$	10,055,750	  	  	$	10,438,250	  	  	$	10,882,000	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	$	7,529,900	  	  	$	7,864,900	  	  	$	8,189,900	  	  	$	7,512,600	  	  	$	7,771,600	  	  	$	8,044,600	  	  	$	8,350,600	  	  	$	8,705,600	  
	$	40,206,400	  	  	$	42,212,400	  	  	$	44,200,400	  	  	$	45,176,100	  	  	$	46,075,800	  	  	$	46,913,500	  	  	$	47,734,200	  	  	$	48,574,900	  









																											
	Jun-2016	 	  	Jul-2016	 	  	Aug-2016	 	  	Sep-2016	 	  	Oct-2016	 	  	Nov-2016	 	  	Dec-2016	 
	$	11,387,000	  	  	$	11,892,000	  	  	$	12,414,500	  	  	$	12,954,500	  	  	$	13,512,000	  	  	$	14,095,750	  	  	$	14,672,000	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  	  	 	N/A	  
	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	$	9,109,600	  	  	$	9,513,600	  	  	$	9,931,600	  	  	$	10,363,600	  	  	$	10,809,600	  	  	$	11,276,600	  	  	$	11,737,600	  
	$	49,494,600	  	  	$	51,495,600	  	  	$	53,655,600	  	  	$	55,974,600	  	  	$	58,433,600	  	  	$	61,004,600	  	  	$	63,632,600	  








 EXHIBIT E — LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 

Date:                      
                                         
      
  

											
	LOAN PAYMENT:	 	 	 	 	  	 	 	 	 	 
	 
	ARIOSA DIAGNOSTICS, INC.
	 					 
	From Account #	 		 	  
	  	To Account #	 		 	  

	 	 		 	                (Deposit Account #)	  		 		 	                (Loan Account #)
	 					 
	Principal	 	$	 	  
	  	and/or Interest	 	$	 	  

	 					 
	Authorized Signature:	 		 	  
	  	Phone Number:	 		 	  

	Print Name/Title:	 	 	 	  

 
	  	 	 	 	 	 


 

									
	TERM LOAN 
ADVANCE:
	 
	Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance
are for an outgoing wire.
	 				 
	From Account #	 		 	  
	  	To Account #	 	  

	 	 		 	                (Loan Account #)	  		 	                (Deposit Account #)
	 				 
	Amount of Advance	 	$	 	  
	  		 	 
	 
	All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and
complete in all material respects on the date of the request for an advance; 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:
	 				 
	Authorized Signature:	 		 	  
	  	Phone Number:	 	  

	Print Name/Title:	 	 	 	  

 
	  	 	 	 

  

									
	OUTGOING WIRE
REQUEST:
	Complete only if all or a portion of funds from the loan advance above is to be wired.
	Deadline for same day processing is noon, Pacific Time
	 				 
	Beneficiary Name:	 	  
	  	Amount of Wire:	 	$	 	  

	Beneficiary Bank:	 	  
	  	Account Number:	 		 	  

	City and State:	 	  
	  		 		 	 


							
	 	 
	Beneficiary Bank Transit (ABA) #:                  
                           	  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):                
                             
	 	 		  	            (For International Wire Only)


							
	 			 
	Intermediary Bank:	 	  
	  	Transit (ABA) #:	 	  

	For Further Credit to:	 	  
	  		 	 
	 	 
	Special Instruction:	 	  

	 
	By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in
accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements( s) were previously received and executed by me (us).
	 			 
	Authorized Signature:	 	  
	  	2nd Signature (if required):	 	  

	Print Name/Title:	 	  
	  	Print Name/Title:	 	  

	Telephone #:	 	  

 
	  	 Telephone #: