EX-10.18



 Exhibit 10.18 

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December
17, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ALTHEADX, INC., a Delaware corporation (“Borrower”), provides the terms on which
Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 
 A.
        Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of March 31, 2014 (the “Original Effective Date”) (as amended
from time to time, including by that certain First Amendment to Second Amended and Restated Loan and Security Agreement dated as of November 19, 2014, the “Prior Loan Agreement”). 

B.         Borrower has requested, and Bank has agreed, to replace, amend and restate the Prior Loan
Agreement in its entirety. Bank and Borrower hereby agree that the Prior Loan Agreement is amended and restated in its entirety as follows: 

1         ACCOUNTING AND OTHER TERMS  

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP.
Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such
terms are defined therein. 
 2         LOAN AND TERMS OF PAYMENT 

2.1      Promise to Pay. Borrower hereby unconditionally promises to pay Bank the
outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement. 

  2.1.1     Intentionally Omitted. 

  2.1.2     Term Loans. 

  (a)        Availability. Bank has made (1) term loan
available to Borrower in an amount equal to Five Million Dollars ($5,000,000) on the Original Effective Date (the “Term A Loan”) subject to the satisfaction of the terms and conditions of the Prior Loan Agreement. A portion of the
proceeds of the Term A Loan was used to repay Borrower’s obligations to Bank under the Prior Loan Agreement with respect to (i) loan #1100309739 in an amount equal to Five Hundred Ninety Four Thousand Seven Hundred Sixty Two and 51/100
Dollars ($594,762.51), (ii) loan #1100233980 in an amount equal to Fifty Nine Thousand Six Hundred Forty Seven and 41/100 Dollars ($59,647.41), and (iii) loan #1100314197 in an amount equal to Six Hundred Fifty Three Thousand Nine Hundred
Sixty Five and 59/100 Dollars ($653,965.59). During the Draw Period, Bank shall make another term loan available to Borrower in an amount equal to Five Million Dollars ($5,000,000) (the “Term B Loan”) provided that on or prior to
the Funding Date of the Term B Loan, Borrower has achieved the Revenue Event. On the First Amendment Effective Date, or as soon thereafter as was practical, Bank has made an additional term loan to Borrower in an amount equal to Ten Million Dollars
($10,000,000) (the “Term C Loan” and together with the Term A Loan and the Term B Loan, each a “Term Loan” and collectively, the “Term Loans”) subject to the satisfaction of the terms and conditions
of the Prior Loan Agreement. A portion of the proceeds of the Term C Loan was used to repay all of Borrower’s obligations to Bank under the Revolving Line (as defined and in effect prior to the First Amendment Effective Date). 

  (b)        Repayment. Borrower shall make monthly payments of
interest in accordance with the terms of Section 2.3 hereof. Borrower shall repay the Term Loans in thirty (30) equal installments of principal and interest (each, a “Term Loan Payment”). Beginning on April 1, 2015, each
Term Loan Payment shall be payable on the first day of each month. Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loans. Once
repaid, the Term Loans may not be reborrowed. 








  (c)        Prepayment. 

(i)         Mandatory Prepayment Upon an Acceleration. If the Term Loans are
accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Bank an amount equal to the sum of (a) all outstanding principal with respect to the Term Loans, plus accrued and unpaid interest
thereon, (b) the Final Payment, (c) the Prepayment Fee; provided, that the Borrower shall not be obligated to pay the Prepayment Fee if the Term Loans are refinanced with Bank or Bank’s Affiliates, plus (d) all other sums,
including Bank Expenses, if any, that shall have become due and payable hereunder in connection with the Term Loans, including interest at the Default Rate with respect to any past due amounts. 

(ii)        Voluntary Prepayment. Borrower shall have the option to prepay the
Term Loans prior to the Term Loan Maturity Date, provided Borrower (i) delivers written notice to Bank of its election to prepay the Term Loans at least ten (10) Business Days prior to such prepayment, and (ii) pays, on the date of
such prepayment (a) all outstanding principal with respect to the Term Loans, plus accrued and unpaid interest thereon, (b) the Final Payment, (c) the Prepayment Fee, plus (d) all other sums, including Bank Expenses, if any, that
shall have become due and payable hereunder in connection with the Term Loans; provided, that the Borrower shall not be obligated to pay the Prepayment Fee if the Term Loans are refinanced with Bank or Bank’s Affiliates. 

2.2      Intentionally Omitted. 

2.3      Payment of Interest on the Credit Extensions. 

  (a)        Interest Rate. Subject to Section 2.3(b), the
principal amount outstanding under each Term Loan shall accrue interest at a per annum rate, fixed on the Funding Date of such Term Loan, equal to the greater of (i) seven and thirty two hundredths percentage points (7.32%) above the Basic
Rate or (ii) eight percentage points (8.00%), which interest shall be payable monthly, in accordance with Section 2.3(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 five percentage points (5.00%) 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 when due shall bear interest until paid at a rate equal to the highest rate applicable to the
Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Bank. 
   (c)        Adjustment to Interest
Rate. Changes to the interest rate of any Advance 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)        Intentionally Omitted. 

  (e)        Payment; Interest Computation. Except as otherwise
noted, interest is payable monthly on the first 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 p.m. Pacific
time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any
Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

2.4      Fees. Borrower shall pay to Bank: 

  (a)        Final Payment. The Final Payment, when due hereunder;

   (b)        Bank Expenses. All Bank Expenses (including
reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by Bank). 

  
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   (c)        Fees Fully
Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of
this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c). Bank
shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.4. 

2.5      Payments; Application of Payments; Debit of Accounts. 

  (a)        All payments to be made by Borrower under any Loan Document
shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the
opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 

  (b)        Bank has the exclusive right to determine the order and manner
in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received
by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. 

  (c)        Bank may debit any of Borrower’s deposit accounts,
including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

2.6      Intentionally Omitted. 

2.7      Withholding. Payments received by Bank from Borrower under this Agreement will
be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (including any interest, additions
to tax or penalties applicable thereto), other than taxes imposed on (or measured by) net income and franchise taxes imposed by the United States (including any branch profits taxes) or by the jurisdiction in which Bank is organized or in which its
office is located or as a result of any present or former connection between Bank and such jurisdiction, any U.S. federal withholding taxes imposed on Bank as a result of Bank not being a “United States person” within the meaning of
Section 7701(a)(30) of the United States Internal Revenue Code, and any U.S. federal taxes imposed under Sections 1471 through 1474 of the United States Internal Revenue Code (collectively, “Excluded Taxes”). Specifically, however, if
at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction (other than in respect of Excluded Taxes) from any such payment or other sum payable hereunder to
Bank, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or
deduction, Bank receives a net sum equal to the sum which it would have received had no withholding or deduction been required, and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon
request, furnish Bank with proof reasonably satisfactory to Bank indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment
is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination
of this Agreement. 
 3         CONDITIONS OF LOANS 

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

  
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   (b)        the Operating
Documents and long-form good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each
jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the First Amendment Effective Date; 

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

  (e)        payment of the fees and Bank Expenses then due as specified in
Section 2.4 hereof. 
 3.2      Conditions Precedent to all Credit Extensions.
Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent: 

  (a)        for each Advance, except as otherwise provided in
Section 3.5, timely receipt of an executed Transaction Report; 

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

  (d)        Bank determines to its satisfaction that there has not been a
Material Adverse Change. 
 3.3      Intentionally Omitted. 

3.4      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. 

3.5      Procedures for Borrowing. Subject to the prior satisfaction of all other
applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a Credit Extension, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of
the Credit Extension. In connection with such notification for an Advance, 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 such Credit Extension to the Designated Deposit Account. Bank may make
Credit Extensions under this Agreement based on instructions from an Authorized Signer or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. 

  
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 4         CREATION OF SECURITY
INTEREST 
 4.1      Grant of Security Interest. Borrower hereby grants 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 previously has entered, and/or may in the future enter, into Bank Services
Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such
Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). 

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate
indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (x) all
Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral
acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters
of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); 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 good faith 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. 

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

  
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Agreement). Bank hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to the last
full paragraph of Section 7.2 below. 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 terms 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 or as permitted pursuant to Section 7.2. None of the components of the Collateral shall be maintained
at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. 
 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) Permitted Exclusive
Licenses, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated pursuant to
Section 6.10(b)). Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to
Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the
extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. 
 Except as noted on the
Perfection Certificate (as the same may be updated pursuant to Section 6.10(b)), Borrower is not a party to, nor is it bound by, any Restricted License. 

5.3      Intentionally Omitted. 

5.4      Litigation. 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, Two Hundred Thousand Dollars ($200,000). 

5.5      Financial Statements; Financial Condition. All consolidated financial statements
for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. 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 Governmental 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, or
received extensions thereof, all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or
(b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifteen Thousand Dollars ($15,000). 

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the
commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is
other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts
necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the
occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental
agency. 
 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. 

  
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 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 upon Bank’s reasonable request. 
 6.2      Financial Statements, Reports,
Certificates. Provide Bank with the following: 

  (a)        Intentionally Omitted; 

  (b)        Intentionally Omitted; 

  (c)        as soon as available, but no later than thirty (30) days
after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the
“Monthly Financial Statements”); 
   (d)        within thirty
(30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance
with all of the terms and conditions of this Agreement, and 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 the earlier of (i) sixty (60) days after the
end of each fiscal year of Borrower or (ii) seven (7) days after approval by Borrower’s board of directors, and more frequently as updated, (A) annual operating budgets (including income statements, balance sheets and cash flow
statements, by month) for the upcoming fiscal year of Borrower, 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; and 

  (f)        as soon as available, and in any event within two hundred
forty (240) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent
certified public accounting firm acceptable to Bank in its reasonable discretion. 

  (g)        in the event that Borrower becomes subject to the reporting
requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the
functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at
Borrower’s website address; 
   (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 Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Thousand Dollars ($200,000) or more; and 

  
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   (j)        other financial
information reasonably requested by Bank. 
 6.3      Intentionally Omitted. 

6.4      Remittance of Proceeds. Except as otherwise provided in Section 2.6,
deliver, in kind, all proceeds arising from the disposition of any Collateral (other than dispositions of cash and cash equivalents in the ordinary course of business) 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 (1) prior to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (2) 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 surplus, worn out or obsolete Equipment
disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of Four Hundred Thousand Dollars ($400,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will maintain
all proceeds of Collateral in an account maintained with Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. 

6.5      Taxes; Pensions. Timely file (or obtain extensions therefor), and require each
of its Subsidiaries to timely file (or obtain extensions therefor), all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and material local taxes, assessments, deposits
and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such
payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. 

6.6      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.
The foregoing inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) 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 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. 

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 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 twenty (20) 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. 

  
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 6.8      Operating Accounts. 

  (a)        Maintain substantially all of its operating and other deposit
accounts and securities accounts with Bank and Bank’s Affiliates. 

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

6.9      Minimum Revenue. As of the last day of each month, Borrower’s revenue for
such month, measured on a trailing six (6) month basis, shall be at least seventy-five percent (75%) of Borrower’s projected revenue for such measuring period provided to and approved by Bank upon the earlier of (i) sixty
(60) days after fiscal year-end or (ii) seven (7) days after board approval, and more frequently as updated. 

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 thirty (30) days
after 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 reasonably 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, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower 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, 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, 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      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; (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of
business; and (g) of Permitted Exclusive Licenses. 
 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 Person departing from or ceasing to be employed by Borrower within five (5) days after his or her departure from Borrower; or
(ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of
Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital or private equity investors so long as
Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). 

Borrower shall not, without at least 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 Twenty-Five Thousand Dollars ($25,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or
in the aggregate, in excess of Twenty-Five Thousand Dollars ($25,000) 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 Twenty-Five Thousand Dollars ($25,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower
intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank. 

7.3      Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries
to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any
Subsidiary). 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. 

  
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 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; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the
terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase
agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Two Hundred Thousand
Dollars ($200,000) per fiscal year; or (b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 

7.8      Transactions with Affiliates. Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained
in an arm’s length transaction with a non-affiliated Person, (ii) transactions permitted pursuant to the terms of Section 7.2 hereof, (iii) Investments permitted under clauses (f) and (g) of the definition of Permitted
Investments, and (iv) unsecured debt financings from Borrower’s investors so long as all such Indebtedness is Subordinated Debt. 

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 (a) meet the minimum funding requirements of ERISA, (b) prevent a Reportable Event or Prohibited Transaction, as defined in ERISA, from
occurring, or (c) comply with the Federal Fair Labor Standards Act, the failure of any of the conditions described in clauses (a) through (c) which could reasonably be expected to have a material adverse effect on Borrower’s
business; 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. 

7.11    Subsidiary Assets. (a) Permit, IDGenetix, Inc. at any time to have or maintain
(i) operations; (ii) income; (iii) Collateral Accounts; or (iv) assets in an aggregate value in excess of Five Thousand Dollars ($5,000.00) and (b) make, or permit any Subsidiary to make, any Transfer to IDGenetix, Inc.

 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
maturity date of any Credit Extension). 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 2.2, 2.6, 6.2, 6.5, 6.7, 6.8,
6.10(b), or 6.12 or violates any covenant in Section 7; or 
   (b)  Borrower fails or neglects to
perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or
cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty
(30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided
under this section shall not apply, among other things, to 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 Government 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) Borrower fails to be solvent as described under
Section 5.6 hereof; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of 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 Two Hundred Thousand Dollars ($200,000); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; 

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 Two Hundred Thousand Dollars ($200,000) (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; 

  
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 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 

8.10    Governmental Approvals. Any Governmental Approval with respect to Borrower 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 (i) cause, or could reasonably be expected to cause, a Material Adverse Change, or (ii) materially adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any
applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in
any other jurisdiction. 
 9         BANK’S RIGHTS AND
REMEDIES 
 9.1      Rights and Remedies. Upon the occurrence and during the
continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following: 

  (a)        declare all Obligations immediately due and payable (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 

  (b)        stop advancing money or extending credit for Borrower’s
benefit under this Agreement or under any other agreement between Borrower and Bank; 

  (c)        for any Letters of Credit, demand that Borrower
(i) deposit cash with Bank in an amount equal to at least (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 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 FX Contracts; 

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

  (g)        apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower; 

  
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   (h)        ship, reclaim,
recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights,
mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in
connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 

  (i)        place a “hold” on any account maintained with Bank
and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

  (j)        demand and receive possession of Borrower’s Books; and

   (k)        exercise all rights and remedies available to Bank under
the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

9.2      Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or
bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust
all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Bank is
under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations 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. Bank
shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the
Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a
deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor. 

9.5      Bank’s Liability for Collateral. So long as Bank complies with reasonable
banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral;
(c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

  
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 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:
	  	AltheaDx, Inc.
		  	3550 Dunhill Street
		  	San Diego, CA 92121
		  	Attn: Carin Sandvik
		  	Fax: 858-224-7220
		  	Email: csandvik@altheadx.com
		  	 Website URL: altheadx.com
  

	 If to Bank:
	  	Silicon Valley Bank
		  	La Jolla Village Drive, Suite 1050
		  	San Diego, CA 92122
		  	Attn: Anthony Flores
		  	Fax: (858) 622-1424
		  	Email: aflores@svb.com

 11       CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND
JUDICIAL REFERENCE 
 Except as otherwise expressly provided in any of the Loan Documents, California law governs the Loan Documents
without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to
operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower
expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non
conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees
that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and
that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 

  
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  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND
ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 

 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a
reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638
(or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such
court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure Sections 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant
provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply
to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The
parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery
rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or
of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure Section 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against
collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph. 

 This Section 11 shall survive the termination of this Agreement. 

12         GENERAL PROVISIONS 

12.1      Termination Prior to Term Loan Maturity Date; Survival. All covenants,
representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long 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 Term Loan Maturity Date by Borrower, effective ten (10) Business Days after written notice of termination is given to Bank, upon prepayment of the Term Loans and payment of the fees and
all other sums due in accordance with Section 2.1.2(c)(ii). Those obligations that are expressly specified in this Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s
termination. 

  
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 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 contemplated by the Loan Documents (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 so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction. In the event of such
objection, such correction shall not be made except by an amendment signed by both Bank and Borrower. 

12.7      Amendments in Writing; Waiver; Integration. No purported amendment or
modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which
enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment,
supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or
dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents. 

12.8      Counterparts. This Agreement may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 

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

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

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

 12.11    Electronic Execution of Documents. The words “execution,”
“signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and
enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act. 
 12.12    Captions. The headings used in this Agreement are
for convenience only and shall not affect the interpretation of this Agreement. 

12.13    Construction of Agreement. The parties mutually acknowledge that they and their attorneys
have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

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

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

12.16    No Novation. Nothing contained herein shall in any way impair the Prior Loan Agreement and
other Loan Documents now held for the Obligations, nor affect or impair any rights, powers, or remedies under the Prior Loan Agreement or any Loan Document, it being the intent of the parties hereto that this Agreement shall not constitute a
novation of the Prior Loan Agreement or an accord and satisfaction of the Obligations. Borrower hereby ratifies and reaffirms the validity and enforceability of all of the liens and security interests heretofore granted pursuant to the Loan
Documents, as collateral security for the Obligations, and acknowledges that all of such liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continues to be and remains Collateral for the Obligations
from and after the date hereof. 
 13         DEFINITIONS

 13.1      Definitions. As used in the Loan Documents, the word “shall”
is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set
off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: 

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

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such
term as may hereafter be made. 

  
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 “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. 
 “Authorized Signer” is any individual listed in
Borrower’s Borrowing Resolution who is authorized to execute the Loan Documents, including any Advance request or Payment/Advance Form, on behalf of Borrower. 

“Bank” is defined in the preamble hereof.  

“Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise
incurred with respect to Borrower. 
 “Bankruptcy-Related Defaults” is defined in Section 9.1. 

“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”). 
 “Basic Rate” is the per annum rate of interest (based on a year of
360 days) equal to the sum of U.S. Treasury note yield to maturity for a term equal to three (3) years as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading “U.S. Government
Securities/Treasury Constant Maturities” on the Funding Date. (In the event Release H.15 is no longer published, Bank shall select a comparable publication to determine the U.S. Treasury note yield to maturity.) 

“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 Resolutions” are, with respect to any Person, those resolutions substantially in the form
attached hereto as Exhibit C. 
 “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 California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such 


  
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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 California, the term “Code” shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A. 

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.  

“Collections” is defined in Section 2.6(c). 

“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 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 Term Loan or any other extension of credit by Bank for Borrower’s
benefit under this Agreement. 
 “Default Rate” is defined in Section 2.3(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and
not yet recognized as revenue. 
 “Deposit Account” is any “deposit account” as
defined in the Code with such additions to such term as may hereafter be made. 
 “Designated Deposit
Account” is the multicurrency account, denominated in Dollars, account number xxxxxxx4583, 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. 

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or
territory thereof or the District of Columbia. 
 “Draw Period” is the period of time from
September 1, 2014 through the earlier to occur of (a) March 1, 2015, or (b) an Event of Default. 

“Effective Date” is defined in the preamble hereof. 

“Equipment” is all “equipment” as defined in the Code with such additions to such term as
may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

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

“Event of Default” is defined in Section 8. 

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

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments
of principal plus accrued interest) due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.1.2(c), equal to the
original principal amount of such Term Loan multiplied by the Final Payment Percentage. 
 “Final Payment
Percentage” is six and one half percent (6.50%). 
 “First Amendment Effective Date” is
November 19, 2014. 
 “Foreign Currency” means lawful money of a country other than the United States.
 
 “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which
shall be a Business Day. 
 “FX Contract” is any foreign exchange contract by and between
Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date. 

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

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the
date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to
purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption
insurance), payments of insurance and rights to payment of any kind. 

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

“Governmental Authority” is any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange
and any self-regulatory organization. 
 “Guarantor” is any Person providing a Guaranty in favor of 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. 
 “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, all of such Person’s right, title, and
interest in and to the following: 
 (a)        its Copyrights, Trademarks
and Patents; 
 (b)        any and all trade secrets and trade secret rights,
including, without limitation, any rights to unpatented inventions, know-how, operating manuals; 

(c)        any and all source code; 

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

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

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

  
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 “Key Person” is each of Borrower’s (a) Chief
Executive Officer, who is Greg Hamilton as of the Effective Date, (b) President and Chief Operating Officer, who is Jorge Garces as of the Effective Date, and (c) Chief Financial Officer, who is Jeffrey Black 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 Agreement, any subordination agreement, any note, or notes or 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 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; or (c) a material impairment of the prospect of repayment
of any portion of the Obligations. 
 “Monthly Financial Statements” is defined in Section 6.2(c).

 “Obligations” are Borrower’s obligation 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 (other than the Warrants), or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings
begin and debts, liabilities, or obligations of Borrower assigned to Bank, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants). 

“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. 
 “Original Effective Date” is defined in the preamble
hereof. 
 “Patents” means all patents, patent applications and like protections including
without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“Payment/Advance Form” is that certain form attached hereto as Exhibit D.  

“Perfection Certificate” is defined in Section 5.1. 

“Permitted Exclusive Licenses” are (i) License Agreement dated March 19, 2004 between
AltheaTechnologies, Inc. and Beckman Coulter, Inc. (Althea Technologies sold its interest under this license to Borrower in August 2009), (ii) Diagnostics License Agreement dated as of September 4, 2009 between Borrower and Beckman
Coulter, Inc., (iii) exclusive 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 and (iv) other exclusive licenses that have been approved in writing by Bank, such approval not to be unreasonably withheld or delayed for a period longer than thirty (30) days. 

“Permitted Indebtedness” is: 

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

  
 – 24 – 








 (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; and 

(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)        (i)
Investments consisting of Cash Equivalents and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing
by Bank; 
 (c)        Investments consisting of the endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of Borrower; 

(d)        Investments consisting of deposit accounts and securities accounts in which
Bank has a perfected security interest; 
 (e)        Investments accepted in
connection with Transfers permitted by Section 7.1; 
 (f)        Investments
(i) by Borrower in Subsidiaries not to exceed Two Hundred Thousand Dollars ($200,000) in the aggregate in any fiscal year and (ii) by Subsidiaries in other Subsidiaries or in Borrower; provided that Borrower not, and shall not permit any
Subsidiary to, make any Investments in IDGenetix, Inc.; 
 (g)        Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of
Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; 

(h)        Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; 

(i)        Investments consisting of notes receivable of, or prepaid royalties and
other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (j) shall not apply to Investments of Borrower in any Subsidiary; and 

(j)        joint ventures or strategic alliances in the ordinary course of
Borrower’s business consisting of the exclusive or non-exclusive licensing of technology, the development of technology or the providing of technical support, but in no event consisting of cash investments by Borrower. 

  
 – 25 – 








 “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 (i) on Equipment acquired or held by Borrower
incurred for financing the acquisition of the Equipment securing no more than Two Hundred Thousand Dollars ($200,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and
improvements and the proceeds of the Equipment; 
 (d)        Liens of carriers,
warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities which are not delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

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

(f)        Liens incurred in the extension, renewal or refinancing of the indebtedness
secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 

(g)        leases or subleases of real property granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the
ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;

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

(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; 

(j)        Liens in favor of other financial institutions arising in connection with
Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts; 

(k)        easements, reservations, rights-of-way, restrictions, minor defects or
irregularities in title and other similar Liens affecting real property not interfering in any material respect in the ordinary course of business of Borrower; 

(l)        deposits to secure the performance of bids, trade contracts (other than for
borrowed money), contracts for the purchase of property permitted hereunder, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business and not
representing an obligation for borrowed money; and 
 (m)      deposits to secure the
performance of leases incurred in the ordinary course of business and not representing an obligation for borrowed money so long as each such deposit: (1) is made at the commencement of a lease or its renewal when there is no underlying default
under such lease, and (2) is in an amount not exceeding six (6) month’s rent under such lease. 

  
 – 26 – 








 “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. 

“Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Term Loan
Maturity Date (other than refinancing with Bank or Bank’s Affiliates), whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to Bank in amount equal to one percent (1.00%) of the principal
amount of such Term Loan prepaid. 
 “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. 
 “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. 

“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 a dollar value in excess of Two Hundred Thousand Dollars ($200,000) 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. 

“Revenue Event” means Borrower’s achievement of revenues on a trailing six (6) month basis
as of the most recent completed month ended prior to the Funding Date of the Term B Loan of at least seventy five percent (75%) of Borrower’s board approved plan attached hereto as Annex I. 

“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. 

  
 – 27 – 








 “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. 

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

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

“Term C Loan” is defined in Section 2.1.2(b).  

“Term Loan” or “Term Loans” is defined in Section 2.1.2(a). 

“Term Loan Maturity Date” means September 1, 2017.  

“Term Loan Payment” is defined in Section 2.1.2(b). 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to
register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1. 

“Warrants” means (i) those certain Warrants to Purchase Stock dated as of the Original Effective
Date duly executed by Borrower in favor of Bank and Life Science Loans, LLC and (ii) those certain Warrants to Purchase Stock dated as of the First Amendment Effective Date duly executed by Borrower in favor of Bank and Life Science Loans,
LLC. 
 [Signature page follows] 

  
 – 28 – 








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

			
	BORROWER:
	
	ALTHEADX, INC.


			
		
	By	 	 /s/ Jeffrey Black



			
	Name:	 	 Jeffrey Black



			
	Title:	 	 Chief Financial Officer

	
	BANK:
	
	SILICON VALLEY BANK


			
		
	By	 	 /s/ Anthony Flores



			
	Name:	 	 Anthony Flores



			
	Title:	 	 Vice President



  
 1 








 EXHIBIT A 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

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

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

Notwithstanding the foregoing, the Collateral does not include (i) more than 65% of the presently existing and hereafter
arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (ii) Patent License Agreement dated March 17, 2008 (NIH
License No. L-083-2008/0) between Borrower and The National Institutes of Health or the Food and Drug Administration, agencies of the United States Public Health Service within the Department of Health and Human Services, or (iii) 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. 







 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

							
	TO:	  	SILICON VALLEY BANK	  	Date:	  	
	FROM:	  	ALTHEADX, INC.	  		  	

 The undersigned authorized officer of AltheaDx, Inc. (“Borrower”) certifies that
under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance for the period ending
                     with all required covenants except as noted below, (2) there are no Events of Default except as noted below,
(3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material
respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed (or have obtained extensions for filing) all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and material 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 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 240 days	  	Yes    No
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes    No
	Annual Operating Budgets and Financial Projections	  	The earlier of (i) 60 days after FYE or (ii) 7 days after board approval, and more frequently as updated	  	Yes     No

  

									
	 	  	 	  	 	  	 	 	 
	Financial Covenants	  	Required	  	Actual	  	Complies	 
	  	  	  	  	  	  	  	 
	 Minimum revenue*
	  	75% of projected revenue	  	$_______	  	 	Yes    No	  
	 	  	 	  	 	  	 	 	 

 *measured monthly, on a trailing 6-month basis 

The financial covenant analysis 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.”) 








					
	------------------------------------------------------------------------------------------------------------------------------------------------------------
	------------------------------------------------------------------------------------------------------------------------------------------------------------
	------------------------------------------------------------------------------------------------------------------------------------------------------------
	-------------
	AltheaDx, Inc.	 		 	BANK USE ONLY
			
		 		 	Received by:____________________________
		 		 	AUTHORIZED
SIGNER                                
	By:______________________________	 		 	
	Name:___________________________	 		 	Date: __________________________________
	Title:____________________________	 		 	
		 		 	Verified:________________________________
		 		 	AUTHORIZED
SIGNER                                
		 		 	Date: __________________________________
			
		 		 	Compliance Status:         Yes    No








 Schedule 1 to Compliance Certificate 

 

	I.	 Minimum Revenue (Section 6.9) 


  

					
	Required:	  	at least 75% of projected revenue
		
	Actual:	  	$_______________

 Has the Borrower achieved trailing six-month revenue equal to or greater than 75% of Borrower’s projected
revenue for the applicable measuring period? 
  

					
		 	____________ No, not in compliance	  	____________ Yes, in compliance








 EXHIBIT C 

BORROWING RESOLUTIONS 
  





 
 CORPORATE BORROWING CERTIFICATE 

 

					
	BORROWER: 	  	AltheaDx, Inc.	  	DATE: December __, 2014
	BANK: 	  	Silicon Valley Bank	  	

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

1.        I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set
forth below. 
 2.        Borrower’s exact legal name is set forth above. Borrower is a corporation existing
under the laws of the State of Delaware. 
 3.        Attached hereto are true, correct and complete copies of
Borrower’s Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth above. Such Certificate of Incorporation have not been amended, annulled,
rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof. 
 4.        The
following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force
and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Silicon Valley Bank (“Bank”) may rely on them until Bank receives written notice of revocation from Borrower. 

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

							
	 Name
	 	 Title
	 	 Signature
	 	 Authorized
to Add or
Remove
Signatories

				
	________________	 	________________	 	________________	 	 ̈
				
	________________	 	________________	 	________________	 	 ̈
				
	________________	 	________________	 	________________	 	 ̈
				
	________________	 	________________	 	________________	 	
				
	________________	 	________________	 	________________	 	 ̈
				
	________________	 	________________	 	________________	 	








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

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

 Borrow Money. Borrow money from Bank. 

Execute Loan Documents. Execute any loan documents Bank requires. 

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

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds. 
 Apply for Letters of Credit. Apply for letters of credit from Bank. 

Enter Derivative Transactions. Execute spot or forward foreign exchange contracts, interest rate swap agreements, or other derivative
transactions. 
 Issue Warrants. Issue warrants for Borrower’s capital stock. 

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including
documents or agreement that waive Borrower’s right to a jury trial) they believe to be necessary to effect these resolutions. 

RESOLVED FURTHER, that all acts authorized by the above resolutions
and any prior acts relating thereto are ratified. 
 5.        The persons listed above are
Borrower’s officers or employees with their titles and signatures shown next to their names. 
  

	
	By________________________________
	Name:_____________________________
	Title:______________________________


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

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

	
	By________________________________
	Name:_____________________________
	Title:______________________________









 EXHIBIT D 

Loan Payment/Advance Request Form 

DEADLINE FOR SAME DAY PROCESSING IS
NOON Pacific Time. 
 Fax To:
(858) 622-1424                                      
   Date:                                  

LOAN PAYMENT: 
  

			
		  	        ALTHEADX, INC.
	From Account # ____________________________	  	To Account # ________________________________
	(Deposit Account #)                    	  	(Loan Account #)                
	Principal $ ________________________________	  	and/or Interest $ ______________________________
	Authorized Signature: _______________________	  	                    Phone Number: _____________________
	Print Name/Title: ___________________________	  	

 LOAN ADVANCE: 

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. 

 

			
	From Account # ____________________________	  	To Account # ________________________________
	(Loan Account #)                    	  	(Deposit Account #)                    
	Amount of Advance $ _________________________	  	

 All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all
material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: 

 

			
	Authorized Signature: _______________________________	  	Phone Number: _______________________:
	Print Name/Title:___________________________________	  	

 OUTGOING WIRE REQUEST: 

Complete only if all or a portion of funds from the loan advance above is to be wired. 

Deadline for same day processing is noon, P.S.T. 
  

			
	Beneficiary Name: ____________________________	  	Amount of Wire: $ _____________________________
	Beneficiary Bank: _____________________________	  	Account Number: ______________________________
	City and State:	  	
		
	Beneficiary Bank Transit (ABA) #: _______________	  	Beneficiary Bank Code (Swift, Sort, Chip, etc.):
		  	        (For International Wire Only)
		
	Intermediary Bank: _____________________________	  	Transit (ABA) #: _____________________________
	 For Further Credit to: ________________________________________________________________________________________________

	
	 Special Instruction: __________________________________________________________________________________________________________


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








			
	Authorized Signature: _______________________________	  	2nd Signature (if required): ___________________________
	Print Name/Title: ___________________________________	  	Print Name/Title: ___________________________________
	Telephone #: ______________________________________	  	Telephone #: ______________________________________