EX-10.7




 Exhibit 10.7 

LOAN AND SECURITY AGREEMENT 

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 9, 2013 (the “Effective
Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and (iii) ENDOCHOICE,
INC., a Delaware corporation (“EndoChoice”), ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company” (“International”) and ROBERT S. SMITH, M.D., INC., a Georgia corporation
(“Smith”, and together with EndoChoice and International, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
The parties 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
individually and collectively, jointly and severally, 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. 

2.2 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, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

2.3 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”); provided, however, if such Overadvance results solely from Bank’s reduction of the percentage of the
Borrowing Base or Bank using its discretion to render ineligible any Eligible Account or Eligible Inventory, Borrower shall have three (3) Business Days to pay the Overadvance. Without limiting Borrower’s obligation to repay Bank any
Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 








 2.4 Payment of Interest on the Credit Extensions. 

(a) Advances. Subject to Section 2.5(b), the principal amount outstanding under the Revolving Line shall accrue
interest at a floating per annum rate equal to the Prime Rate plus one percent (1.00%); provided that during a Streamline Period, the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum
rate equal to the Prime Rate plus one-half of one percent (0.50%), which interest shall in any event be payable monthly in accordance with Section 2.4(e) below. 

(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 three percentage points (3.00%) 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 within three (3) Business Days of 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 2.4(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 on the last calendar day of each month and 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 noon 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. 

2.5 Fees. Borrower shall pay to Bank: 

(a) Commitment Fee. A fully earned, non-refundable commitment fee of Thirty
Seven Thousand Five Hundred Dollars ($37,500), payable on the Effective Date, provided that the deposit of Fifteen Thousand Dollars ($15,000) previously paid by Borrower to Bank shall be applied toward such commitment fee; 

(b) Anniversary Fee. A fully earned, non-refundable anniversary fee in an amount
equal to the Anniversary Fee Amount, payable on the First Anniversary; 
 (c) 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 One Hundred Fifty Thousand Dollars ($150,000) (i.e. one percent
(1.00%) of Fifteen Million Dollars ($15,000,000)), if such termination occurs prior to the Revolving Line Maturity Date; provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new
facility from Bank; 

  
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 (d) Unused Revolving Line Facility Fee. Commencing with the seventh month
following the month in which the Effective Date occurs, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to the following: (i) from the seventh
(7th) month following the month in which the Effective Date occurs through the First Anniversary, one quarter of one percent (0.25%); and (ii) from and after the First Anniversary,
three-eighths of one percent (0.375%). Such Unused Revolving Line Facility Fee shall be calculated on a per annum basis of the average unused portion of the Revolving Line, as determined by Bank, and shall be payable monthly, as described above, in
arrears on the last day of each calendar month occurring prior to the Revolving Line Maturity Date, and on the Revolving Line Maturity Date. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a
calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for the period of the daily closing balance of the Revolving Line outstanding; and 

(e) Bank Expenses. All reasonable 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) 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 2.5 pursuant to the terms of Section 2.6(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 2.5. 
 2.6 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 noon Pacific time on the date when due. Payments of principal and/or interest received after 12:00 noon 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. 

(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. 

  
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	 	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) duly executed original signatures to the Loan Documents;

 (b) duly executed original signatures to the Control Agreements, if any; 

(c) the Operating Documents and long-form good standing certificates of Borrower and each Guarantor certified by the Secretary
of State (or equivalent agency) of Borrower’s and guarantor’s respective jurisdiction of organization or formation and of EndoChoice certified by the Secretary of State (or equivalent agency) of the following jurisdictions: Georgia,
Nevada, Tennessee, and New York, in each case dated as of a date no earlier than thirty (30) days prior to the Effective Date; 

(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; 

(e) [intentionally omitted]; 

(f) evidence that the Loan Agreement dated as of February 24, 2012, between Borrower and PNC Bank (formerly known as RBC
Bank (USA) (the “Prior Lender”), as amended, together with all documents and agreements executed in connection therewith, shall have been terminated and all amounts thereunder shall have been paid in full; 

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

(h) 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; 

(i) the consolidated Perfection Certificate of Borrower, together with the duly executed original signatures thereto; 

  
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 (j) a landlord’s consent in favor of Bank for 11810 Willis Road, Alpharetta,
Georgia 30009 by the respective landlord thereof and each other leased location as may be required by Bank, together with the duly executed original signatures thereto; 

(k) a bailee’s waiver in favor of Bank for each location in the United States where Borrower maintains property with a
third party, by each such third party, together with the duly executed original signatures thereto; 
 (l) a legal opinion of
Borrower’s and Guarantor’s counsel dated as of the Effective Date together with the duly executed original signature thereto; 

(m) the duly executed original signatures to the Guaranty, together with the duly executed original signatures to the completed
Borrowing Resolutions for Guarantor; 
 (n) evidence satisfactory to Bank that the insurance policies and endorsements
required by Section 6.7 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; 

(o) consolidating and audited consolidated financial statements for the fiscal year ended December 31, 2012 from
EndoChoice and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank; and 

(p) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof. 

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following conditions precedent: 
 (a) timely receipt of an executed 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 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 

(c) Bank determines in its reasonable judgment that there has not been any material impairment in 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. 

  
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 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. 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 by 12:00 noon Pacific time on the
Funding Date of the Advance. In connection with such notification, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer 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 shall credit proceeds of an Advance to the Designated Deposit Account. Bank may make Advances under this
Agreement based on instructions from an Authorized Signer or without instructions if the Advances are necessary to meet Obligations which have become due. 
  

	 	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. 
 Borrower acknowledges that it may, prior to the termination or expiration of this Agreement, 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 

  
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in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an
amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent
(110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its business judgment), to secure all of the Obligations
relating to such Letters of Credit. 
 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, by either Borrower or any other Person, shall be deemed to violate the rights of
Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion. 

 

	 	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 jurisdiction in which 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 completed certificates each signed by Borrower and Guarantor, respectively, 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 

  
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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). If Borrower is not
now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. 

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 and which Borrower has taken such actions as are necessary to give Bank a
perfected security interest therein, pursuant to the term of Section 6.8(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. 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. 

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. 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. 

  
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 Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by,
any Restricted License. 
 5.3 Accounts Receivable; Inventory. 

(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. 
 (c) For any item of Inventory consisting of Eligible
Inventory in any Transaction Report, such Inventory (i) either (A) consists of finished goods or (B) consists of component inventory for which there is a reasonable commercial market, in either case in good, new, and salable
condition, which is not perishable, returned, consigned, leased, in transit, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies;
(ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act, or, with respect to Eligible Foreign Inventory, all applicable governmental regulations; (iv) is not
subject to any Liens, except (x) the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (y) Liens in favor of a landlord that has executed a landlord Lien consent, subordination
agreement or similar agreement in favor of Bank, in which such landlord subordinates its Lien to the Lien of the Bank, in each case in form and substance acceptable to Bank, in its reasonable discretion; and (v) is located in the United States
(except for Eligible Foreign Inventory, for which this clause (v) shall not apply), at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2), in
which Bank has received a landlord’s consent or bailee waiver, as applicable, in each case in form and substance acceptable to Bank, in its reasonable discretion. 

5.4 Litigation. Except as disclosed in the Perfection Certificate or as disclosed by Borrower to Bank from time to time, 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, Fifty Thousand Dollars ($50,000). 

5.5 Financial Statements; Financial Condition. All consolidated financial statements for Holdings 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. 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. 
 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 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 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. 
 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 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) 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 its property. 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) on the
15th (or the immediately preceding Business Day if the 15th is not a Business Day) and the last Business Day of each month when a Streamline
Period is not in effect, and (iii) within fifteen (15) 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, (C) monthly reconciliations of 

  
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accounts receivable agings (aged by invoice date), transaction reports, Deferred Revenue report, and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a
first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment; 

(c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared
consolidated and consolidating balance sheet and income statement covering Holdings and each of its Subsidiaries (including, without limitation, each Borrower and each other Guarantor) 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 thirty (30) days after the end of each fiscal
year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Holdings and each of its Subsidiaries, on a consolidated and consolidating basis,
and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial
projections; 
 (f) as soon as available, and in any event within 180 days following the end of Borrower’s fiscal year,
consolidating and audited consolidated financial statements from Holdings and its Subsidiaries, prepared under GAAP, consistently applied, together with an unqualified opinion on the audited financial statements from an independent certified public
accounting firm reasonably acceptable to Bank; 
 (g) in the event that any Credit Party 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 any Credit Party 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; 

  
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 (h) within five (5) days of delivery, copies of all statements, reports and
notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 
 (i) prompt report of
any legal actions pending or threatened in writing against Holdings 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, Fifty Thousand Dollars ($50,000) or
more; and 
 (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 other information, 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. 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, or via electronic deposit capture into a “blocked account” as specified by Bank
(either 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 to be applied to immediately reduce the Obligations; provided, that during a Streamline Period, such payments and proceeds shall be transferred
to an account of Borrower maintained at Bank. 

  
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 (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.
In the event Bank exercises such rights, Bank shall endeavor to provide notice to Borrower thereof. 
 (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. 

6.4 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 (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 Twenty Five Thousand
Dollars ($25,000) 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. 

6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely
pay, and require each of its Subsidiaries to timely 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. 

  
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 6.6 Access to Collateral; Books and Records. At reasonable times, on three
(3) Business Days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. In
addition to the Initial Audit, the foregoing inspections and audits shall be conducted at Borrower’s expense and 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 charge therefor shall be $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. In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to or reschedules 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 $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. Bank and Borrower
acknowledge and agree that the Initial Audit shall be completed to Bank’s sole satisfaction on or before the date that is thirty (30) days after the Effective Date. 

6.7 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 the sole 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. 
 (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 6.7 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 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 6.7 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 6.7,
and take any action under the policies Bank deems prudent. 
 6.8 Operating Accounts. 

(a) Holdings shall maintain its primary and its Subsidiaries’ primary operating and other deposit accounts and securities
accounts with Bank and Bank’s Affiliates, will all excess cash maintained with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Smith is permitted to maintain one deposit account with Amegy Bank in Houston, Texas. 

  
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 (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 or any Guarantor at any time maintains in the United States (including, without limitation, existing
accounts maintained at Amegy Bank and PNC Bank), 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. 
 6.9 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 Holdings and its Subsidiaries, unless otherwise noted: 
 (a) Minimum Liquidity. Maintain at all times the sum of
(i) unrestricted cash and Cash Equivalents at Bank or Bank’s Affiliates plus (ii) the unused Availability Amount of not less than Three Million Dollars ($3,000,000); provided that the foregoing minimum liquidity
financial covenant will no longer be required (and will no longer be tested) upon the Borrower providing Bank evidence acceptable to Bank, in its reasonable discretion, that Borrower has achieved: (A) EBITDA of at least Three Million Dollars
($3,000,000) measured on a trailing three month basis, or (B) EBITDA of at least Three Million Dollars ($3,000,000) measured on a trailing six (6) month basis. 

(b) Minimum Revenue Growth. Borrower shall achieve the following revenue levels, measured on a quarterly basis for each quarterly
period listed below: 
  

					
	Quarterly Period Ending	  	Minimum Revenue	 
		
	 June 30, 2013
	  	$	9,750,000	  
		
	 September 30, 2013
	  	$	10,800,000	  
		
	 December 31, 2013
	  	$	17,000,000	  
		
	 March 31, 2014
	  	$	19,000,000	  
		
	 June 30, 2014
	  	$	23,000,000	  
		
	 September 30, 2014
	  	$	27,400,000	  
		
	 December 31, 2014
	  	$	30,300,000	  
		
	 March 31, 2015
	  	$	40,900,000	  
		
	 June 30, 2015
	  	$	45,700,000	  
		
	 September 30, 2015, and each quarterly period ending thereafter
	  	$	50,000,000	  


  
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 ; provided that nothing in this Section 6.9(b) shall be deemed to be an extension of the
Revolving Line Maturity Date. 
 6.10 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (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. 
 (b)
Provide written notice to Bank within ten (10) 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 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. 
 6.11 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. 

6.12 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3
and 7.7 hereof, and other than as described in Section 6.13, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor
shall (a) cause such new Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guarantor, in each case at Bank’s discretion, 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),
(b) 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 (c) provide to Bank all
other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel 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 shall be a Loan Document. 

  
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 6.13 EndoChoice Innovation Center Ltd. As soon as released from the Israeli trustee, and
in any event on or before January 10, 2015, the Pledge Agreement delivered on the Effective Date will be amended to include sixty five percent (65%) of Holdings’ ownership interest in EndoChoice Innovation Center Ltd., a company
existing under the laws of Israel (and formerly known as Peer Medical Ltd). 
 6.14 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 or 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; (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; and (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business
and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the
United States. 
 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) fail to provide notice to Bank
of any Key Persons departing from or ceasing to be employed by Borrower within five (5) days after such Key Person’s 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 percent (40%) 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 or private equity investors so long as Borrower identifies to Bank the venture capital or


  
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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 thirty (30) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess
of Ten Thousand Dollars ($10,000) 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 Ten Thousand Dollars ($10,000) to a bailee in the United States, 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). A Subsidiary may merge or consolidate into
another Subsidiary or into Borrower. 
 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, 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 6.8(b) hereof. 
 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or
payment or redeem, retire or purchase any capital stock, except for repurchases of stock options or incentive units in accordance with the limited liability company agreement of Holdings or the terms of an incentive plan of any Credit Party not
exceeding $100,000 per year in the aggregate; 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.


  
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 Notwithstanding the foregoing, Borrower may make advances to each of its shareholders
(collectively, the “Shareholder Advances”) in an amount sufficient to cover that shareholder’s actual tax liability due and payable as a result of income of Borrower attributed to the shareholder during any period that Borrower
is eligible for taxation (i) as a corporation under Subchapter S of the Internal Revenue Code or (ii) as a “disregarded entity” or “partnership” under the Internal Revenue Code; provided, however, that no
Shareholder Advances may be made if, at the time or as a result thereof, an Event of Default could occur or if the aggregate amount of such Shareholder Advances exceeds in the aggregate forty percent (40%) of Borrower’s net profit in any
fiscal year. 
 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with
any Affiliate of Borrower, except for 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 and except for transactions between or among the Credit Parties. 
 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, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

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). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 

  
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 8.2 Covenant Default. 

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.10(b), 6.12, 6.13 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; 
 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 (i) and (ii) hereof are not, within ten (10) days
after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; 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) any Credit Party is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) any Credit Party begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun
against any Credit Party 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 (a) exist and/or until any Insolvency Proceeding is dismissed); 

8.6 Other Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties,
(a) any default 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 Fifty Thousand Dollars
($150,000); or (b) any breach or default by Borrower or any Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; 

  
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 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);

 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 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 any Subordination Agreement; 

8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect;
(b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor; (d) the liquidation,
winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material
adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or 

8.11 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 (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal cause, or could reasonably be expected to cause, a Material
Adverse Change. 
  

	 	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); 

  
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 (b) stop advancing money or extending credit for Borrower’s benefit under
this Agreement or under any other agreement between Borrower and Bank; 
 (c) demand that Borrower (i) deposit cash with
Bank in an amount equal to at least 105% (110% for Letters of Credit denominated in a currency other than Dollars), 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; 

(d) terminate any foreign exchange forward 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; 

  
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 (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 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 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 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 6.7 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. 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 

  
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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. 

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 or facsimile transmission; (c) one (1) Business Day after
deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address
indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 

 

					
	If to Borrower:		c/o EndoChoice, Inc.
			11810 Wills Road
			Alpharetta, Georgia 30009
			Attn: Michael Lambert, Chief Financial Officer
			Fax: (704) 749-2694
			Email: mike.lambert@endochoice.com
			Website URL: www.endochoice.com
		
	If to Bank:		Silicon Valley Bank
			3353 Peachtree Road, NE
			North Tower, Suite M-10
			Atlanta, Georgia 30326


  
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			Attn: Mr. Andrew Kirk
			Fax: (404) 467-4467
			Email: akirk@svb.com
		
	with a copy to:		Riemer & Braunstein LLP
			Three Center Plaza
			Boston, Massachusetts 02108
			Attn: Charles W. Stavros, Esquire
			Fax: (617) 880-3456
			Email: cstavros@riemerlaw.com

  

	 	11	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER  

 Except as otherwise expressly
provided in any of the Loan Documents, New York 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 New York, New York;
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. 
 This Section 11 shall
survive the termination of this Agreement. 
  

	 	12	GENERAL PROVISIONS 

 12.1 Termination Prior to Revolving Line Maturity Date;
Survival. All covenants, representations and warranties made in this Agreement shall continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long


  
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as Borrower has satisfied the Obligations (other than inchoate indemnity obligations, 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 by Borrower, effective three (3) Business
Days after written notice of termination is given to Bank and paying the termination fee described in Section 2.5(c). 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 for Claims and/or losses directly caused by such Indemnified Person’s gross
negligence or willful misconduct. 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 

  
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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 commercially reasonable 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. 

Bank Entities may use confidential information for the development of databases, reporting purposes, and market analysis so long as such
confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the 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 Bank 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.


  
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 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. 

12.16 Borrower Liability. Any Borrower may, acting singly, request Advances hereunder. Each Borrower hereby appoints the other as
agent for the other for all purposes hereunder, including with respect to requesting Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Advances made hereunder, regardless of which Borrower actually
receives said Advance, as if each Borrower hereunder directly received all Advances. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Bank to:
(i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any
security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, each Borrower irrevocably
waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other
Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might
have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for
indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Bank and
such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured. 
  

	 	13	DEFINITIONS 

 13.6 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, and the singular includes the plural. 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. 

  
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 “Account Debtor” is any “account debtor” as defined in the Code with
such additions to such term as may hereafter be made. 
 “Adjusted Quick Ratio” is, on any date of measurement, the ratio
of (X) the sum of (i) unrestricted cash at Bank plus (ii) billed accounts receivable (less any allowance for bad debt and other customary deductions in accordance with GAAP) divided by (Y) the result of
(i) Current Liabilities minus (ii) the current portion of Deferred Revenue. 
 “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. 

“Anniversary Fee Amount” is the following: (i) if Borrower maintains unrestricted cash and Cash Equivalents at Bank or
Bank’s Affiliates with an average daily balance of at least Ten Million Dollars ($10,000,000) (the “Anniversary Fee Amount Reduction Threshold”), as determined by Bank, in its reasonable discretion, then the Anniversary Fee
Amount will be Thirty Seven Thousand Five Hundred Dollars ($37,500); or (ii) in the event Borrower fails to achieve and maintain the Anniversary Fee Amount Reduction Threshold, as determined by Bank, in its reasonable discretion, the
Anniversary Fee Amount will be Fifty Two Thousand Five Hundred Dollars ($52,500). 
 “Authorized Signer” is any individual
listed in Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including any Advance request, on behalf of Borrower. 

“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, 

  
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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 or
any other Credit Party. 
 “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”). 
 “Borrower” is defined in the preamble hereof. 

“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 Accounts, plus  

(b) (X) fifty percent (50%) of the value of Borrower’s Eligible Inventory (valued at the lower of cost or wholesale fair market
value) plus  
 (Y) the lesser of (i) fifty percent (50%) of Borrower’s Eligible Foreign Inventory (valued at the
lower of cost or wholesale fair market value) or (ii) Two Million Dollars ($2,000,000); 
 provided that in any event the
aggregate amount for this clause (b) shall not exceed the lesser of (i) $7,500,000 and (ii) fifty percent (50%) of the Borrowing Base. 

Each of the foregoing amounts in clauses (a) and (b) shall be determined by Bank from Borrower’s most recent Transaction
Report; provided, however, that Bank has the right to decrease the foregoing percentages and/or amount 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. 
 “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 Advance request, on behalf of such Person, together with a sample of


  
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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. 
 “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 New York;
provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article
or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral
is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes
of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“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 B. 
 “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 

  
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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, any Overadvance, Letter of Credit, foreign exchange forward contract, amount utilized for
cash management services, or any other extension of credit by Bank for Borrower’s benefit. 
 “Credit Party” and
“Credit Parties” means Holdings, each Borrower and each other Guarantor. 
 “Current Liabilities” are all
obligations and liabilities of the Credit Parties owed to Bank, plus, without duplication, the aggregate amount of the Credit Parties’ Total Liabilities that mature within one (1) year. 

“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 2.4(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as
revenue, determined in accordance with GAAP. 
 “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. 

“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. 

  
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 “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. 

“EBITDA” shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the
calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense. 
 “Effective
Date” is defined in the preamble hereof. 
 “Eligible Accounts” means Accounts which arise in the ordinary course
of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. 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 Accounts shall not include: 
 (a) Accounts for which
the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 
 (b) Accounts that the Account Debtor has not paid within
ninety (90) days of invoice date regardless of invoice payment period terms; 
 (c) Accounts with credit balances over ninety
(90) days from invoice date; 
 (d) Accounts owing from an Account Debtor 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; 
 (e) Accounts owing from an Account Debtor which
does not have its principal place of business in the United States, Australia, Canada, France, Germany, Israel, Italy, Japan, the United Kingdom, Belgium, the Netherlands, Denmark, Sweden, Norway, Finland, Ireland, Switzerland, Austria and Spain;

 (f) Accounts billed from and/or payable to Borrower outside of the United States unless Bank has a first priority, perfected security
interest or other enforceable Lien in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced accounts); 

(g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as
creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof
unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; provided, however, the foregoing exclusion


  
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shall not apply to Accounts where the Account Debtor is a private hospital operated by the United States Department of Veterans Affairs and payment of such Account is made by such hospital and
not the United States Department of Veterans Affairs; 
 (i) Accounts that are billed to Medicare or Medicaid as third party payers (unless
otherwise agreed by Bank in writing in Bank’s sole and exclusive discretion following completion of the Initial Audit); 
 (j) 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; 

(k) 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); 
 (l) 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); 
 (m) 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); 

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

(o) 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); 

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

(q) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

 (r) Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond ninety (90) days; 

(s) Accounts arising from chargebacks, debit memos or other payment deductions taken by an Account Debtor; 

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

  
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 (u) 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; 

(v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed thirty-five percent (35%) of all Accounts, for the
amounts that exceed that percentage, unless Bank approves in writing; and 
 (w) 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 Inventory” is Borrower’s Inventory located in Germany or Israel that otherwise meets all of the
Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects. 
 “Eligible
Inventory” means Inventory that meets all of Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects. 

“EndoChoice” is defined in the preamble. 

“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. 

“First Anniversary” is the date that is 365 days after the Effective Date. 

“Foreign Currency” means lawful money of a country other than the United States. 

“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. 
 “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 

  
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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. 
 “Governmental Approval” is any consent, authorization, approval, order,
license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization. 
 “Guarantor” is each of Holdings, Scope Services and PathOptions, and any other Person
providing a Guaranty in favor of Bank. 
 “Guarantor Security Agreement” means the Security Agreement executed by each of
Holdings, Scope Services and PathOptions, and any other Guarantor providing security to the Bank as Collateral to secure the repayment of the Obligations of Borrower owed to Bank. 

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated,
modified or otherwise supplemented. 
 “Holdings” is defined in the preamble. 

“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. 

“Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with
results satisfactory to Bank in its sole and absolute discretion. 
 “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, means 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 and operating manuals; 

  
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 (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 Expense” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance with
GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Holdings and its Subsidiaries, including, without limitation or duplication, all commissions,
discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of
any deferred payment obligation (including leases of all types). 
 “International” is defined in the preamble. 

“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” is each of Borrower’s (a) Chief
Executive Officer, who is Mark Gilreath as of the Effective Date, and (b) Chief Financial Officer, who is Michael Lambert 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. 

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other
documents related to this Agreement, any Bank Services 

  
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Agreements, the Subordination Agreement, any Pledge Agreement, any Guarantor Security Agreement, any Guaranty, any other subordination agreement, any note, or notes or other guaranties executed
by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement and/or Bank Services, all as amended, restated, or otherwise modified. 

“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 and/or any Guarantor; (c) a material impairment of the prospect of repayment of any
portion of the Obligations; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in
Section 6 during the next succeeding financial reporting period. 
 “Monthly Financial Statements” is defined in
Section 6.2(c). 
 “Net Income” means, as calculated on a consolidated basis for Holdings and its Subsidiaries for any
period as at any date of determination, the net profit (or loss), after provision for taxes, of Holdings and its Subsidiaries for such period taken as a single accounting period. 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other
amounts Borrower owes Bank now or later, whether under this Agreement, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to Letters of Credit (including reimbursement obligations for drawn and undrawn
Letters of Credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin 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 2.3. 
 “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. 

“PathOptions” is PathOptions, LLC, a Georgia limited liability company and direct or indirect Subsidiary of Holdings. 

“Perfection Certificate” is defined in Section 5.1. 

  
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 “Permitted Indebtedness” is: 

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

(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) extensions, refinancings, modifications, amendments and restatements of any items of Permitted
Indebtedness (a) through (f) 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) Investments consisting of Cash Equivalents; 

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of Borrower; 
 (d) Investments consisting of deposit accounts in which Bank has a perfected security
interest; 
 (e) Investments accepted in connection with Transfers permitted by Section 7.1; 

(f) 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; 
 (g) 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; 

  
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 (h) 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 (h) shall not apply to Investments of Borrower in any Subsidiary; and 

(i) (i) except as otherwise provided in clause (ii) below, Investments (i) by Borrower in Subsidiaries that are not
Credit Parties not to exceed, for all such non-Credit Party Subsidiaries, One Million Dollars ($1,000,000) in the aggregate in any fiscal year; and (ii) by Borrower in EndoChoice Innovation Center (or any predecessor thereof), EndoChoice Europe
GmbH and/or EndoChoice GmbH, for contract manufacturing and/or research and development, in each case in the ordinary course of business, in amounts and in a manner consistent with past practices, but in any event not to exceed, in any fiscal year,
the amounts presented in the forecast prepared by Borrower and delivered to Bank on or about July 15, 2013. 
 “Permitted
Liens” are: 
 (a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under
this Agreement and the other Loan Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies,
either (i) not 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 securing no more than
Fifty Thousand Dollars ($50,000) in the aggregate amount outstanding (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment, 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 attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifth Thousand Dollars ($50,000) and
which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other
like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

  
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 (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; and 

(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. 
 “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. 

“Pledge Agreement” is that certain Stock Pledge Agreement, dated as of the Effective Date, by and among Bank, Holdings and
EndoChoice, and any other agreement executed by any Credit Party pursuant to which such Credit Party pledges to Bank such Credit Party’s ownership interest in any other Person as security for the repayment of the Obligations owed to Bank. 

“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). 
 “Registered
Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made. 

“Regulatory Change” means, with respect to Bank, any change on or after the date of this Agreement in United States federal,
state, or foreign laws or regulations, including Regulation D, or the adoption or making on or after such date of any interpretations, directives, or requests applying to a class of lenders including Bank, of or under any United States federal or
state, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof. 

  
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 “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. 
 “Reserve Requirement” means, for any Interest Period, the average
maximum rate at which reserves (including any marginal, supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D against “Eurocurrency liabilities” (as such term is used in
Regulation D) by member banks of the Federal Reserve System. Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by Bank by reason of any Regulatory Change against
(a) any category of liabilities which includes deposits by reference to which the LIBOR Rate is to be determined as provided in the definition of LIBOR or (b) any category of extensions of credit or other assets which include Advances.

 “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 any Guarantor, 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 or any Guarantor 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 material license or other agreement 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 not to exceed Fifteen
Million Dollars ($15,000,000) outstanding at any time. 
 “Revolving Line Maturity Date” is
September    , 2015 (two (2) years after the Effective Date). 

  
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 “Scope Services” is EndoChoice Scope Services, LLC, a Georgia limited liability
company and a direct or indirect Subsidiary of Holdings. 
 “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. 
 “Smith” is defined in the preamble.

 “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 to Bank a written report that Borrower has, on average in the immediately preceding two-month period, maintained an Adjusted Quick Ratio, as
determined by Bank in its reasonable discretion, in an amount at all times equal to or greater than 1.00:1.00 (the “Streamline Threshold”); 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 Streamline Threshold, as determined by Bank in its discretion. Upon the termination of a Streamline Period, Borrower must maintain the Streamline Threshold each
consecutive day for two (2) consecutive calendar months, as determined by Bank in its discretion, prior to entering into a subsequent Streamline 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 Streamline Threshold has been achieved. 

“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. 

“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 or any Guarantor. 
 “Total
Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Holding’s consolidated balance sheet, including all Indebtedness. 

“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. 

  
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 “Transaction Report” is that certain report of transactions and schedule of
collections, a form of which has been provided by Bank to Borrower. 
 “Transfer” is defined in Section 7.1. 

“Unused Revolving Line Facility Fee” is defined in Section 2.5(d). 

[Signature page follows.] 

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

			
	HOLDINGS:
	
	ECPM HOLDINGS, LLC.
		
	By		 /s/ Michael J. Lambert

	Name:		 Michael J. Lambert

	Title:		 CFO

	
	BORROWER:
	
	ENDOCHOICE, INC.
		
	By		 /s/ Michael J. Lambert

	Name:		 Michael J. Lambert

	Title:		 CFO

	
	ROBERT S. SMITH, M.D., INC.
		
	By		 /s/ Michael J. Lambert

	Name:		 Michael J. Lambert

	Title:		 CFO

	
	ENDOCHOICE INTERNATIONAL, LLC
		
	By		 /s/ Michael J. Lambert

	Name:		 Michael J. Lambert

	Title:		 CFO

	
	BANK:
	
	SILICON VALLEY BANK
		
	By		 /s/ Andrew J. Kirk

	Name:		 Andrew J. Kirk

	Title:		 Vice President



  
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 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, 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 any Intellectual Property; provided, however, the Collateral
shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in
such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of
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. 

  
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 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

					
	TO: SILICON VALLEY BANK	  	Date:	  	
	FROM: ENDOCHOICE, INC., et al.	  		  	

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

 

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

			
	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	Yes    No
			
	Annual financial statement (CPA Audited) + CC	  	FYE within 180 days	  	Yes    No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes    No
			
	A/R & A/P Agings	  	Monthly within 30 days	  	Yes    No
			
	Transaction Reports	  	(i) with each request for an Advance, (ii) on the 15th (or the immediately preceding Business Day if the 15th is not a
Business Day) and the last Business Day of each month when a Streamline Period is not in effect, and (iii) within fifteen (15) days after the end of each month when a Streamline Period is in effect	  	Yes    No
			
	Projections	  	FYE within 30 days	  	Yes    No


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

 

													
	 Financial Covenant
	  	Required	 	  	Actual	 	  	Complies	 
				
	 Maintain as indicated:
	  				  				  			
	 Minimum Liquidity
	  	$	3,000,000	  	  	$	            	  	  	 	Yes    No	  
	 Minimum Revenue
	  	 	*	  	  	$	            	  	  	 	Yes    No	  

  

	*	See Section 6.9(b) 

  

					
	 Streamline Period - Performance Pricing
	  	 Applies

			
	Adjusted Quick Ratio > 1.00:1.00	  	Prime + 0.50%	  	Yes    No
			
	Adjusted Quick Ratio < 1.00:1.00	  	Prime + 1.00%	  	Yes    No

 The following financial covenant analyses and information set forth in Schedule 1 attached
hereto are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the
certification above: (If no exceptions exist, state “No exceptions to note.”) 
  

	
	  

	  

	  

	  


  

											
	EndoChoice, Inc., et al.	 		 	BANK USE ONLY
					
		 		 		 	Received by:	 	  

	By:	 	  
	 		 		 	AUTHORIZED SIGNER
	Name:	 	  
	 		 	Date:	 	  

	Title:	 	  
	 		 		 	
		 		 		 	Verified:	 	  

		 		 		 		 	AUTHORIZED SIGNER
					
		 		 		 	Date:	 	  

					
		 		 		 	Compliance Status:    Yes    No	 	


  
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 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 6.9(a)) 

 Required: Maintain at all times the sum of (i) unrestricted
cash and Cash Equivalents at Bank or Bank’s Affiliates plus (ii) the unused Availability Amount of not less than Three Million Dollars ($3,000,000); provided that the foregoing minimum liquidity financial covenant will no
longer be required (and will no longer be tested) upon the Borrower providing Bank evidence acceptable to Bank, in its reasonable discretion, that Borrower has achieved: (A) EBITDA of at least Three Million Dollars ($3,000,000) measured on a
trailing three (3) month basis, or (B) EBITDA of at least Three Million Dollars ($3,000,000) measured on a tailing six (6) month basis. 

Actual: 
  

					
	A.		Aggregate value of the unrestricted cash and cash equivalents at Bank or Bank’s Affiliates		$            
			
	B.		Unused Availability Amount		$            
			
	C.		Liquidity (line A plus line B)		$            

 Has Borrower has achieved (A) EBITDA of at least Three Million Dollars ($3,000,000) measured on a trailing three
(3) month basis, or (B) EBITDA of at least Three Million Dollars ($3,000,000) measured on a tailing six (6) month basis. 
  

			
	            , No, minimum liquidity is applicable		            Yes, minimum liquidity no longer applicable

 Is line C equal to or greater than $3,000,000? 
  

			
	            No, not in compliance		            Yes, in compliance


  
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	II.	Minimum Revenue Growth (Section 6.9(b)) 

 Required: Borrower shall achieve the following revenue levels,
measured on a quarterly basis for each quarterly period listed below: 
  

					
	Quarterly Period Ending	  	Minimum Revenue	 
		
	 June 30, 2013
	  	$	9,750,000	  
		
	 September 30, 2013
	  	$	10,800,000	  
		
	 December 31, 2013
	  	$	17,000,000	  
		
	 March 31, 2014
	  	$	19,000,000	  
		
	 June 30, 2014
	  	$	23,000,000	  
		
	 September 30, 2014
	  	$	27,400,000	  
		
	 December 31, 2014
	  	$	30,300,000	  
		
	 March 31, 2015
	  	$	40,900,000	  
		
	 June 30, 2015
	  	$	45,700,000	  
		
	 September 30, 2015, and each quarterly period ending thereafter
	  	$	50,000,000	  

 Actual: All amounts measured on a quarterly basis 
  

					
	A.	  	Borrower’s consolidated revenue	  	$            

 Is line A equal to or greater than $[         ]? 

 

			
	            No, not in compliance	  	            Yes, in compliance


  
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