Third Amendment to Loan and Security Agreement by and between Conformis, Inc., ImaTx, Inc., Conformis Cares LLC and Innovatus Life Sciences Lending Fund I, LP

THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 1, 2020, effective as of June 30, 2020, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and CONFORMIS, INC., a Delaware corporation, IMATX, Inc., a California corporation and Conformis Cares LLC, a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”).

WHEREAS, Collateral Agent, Borrower and Lenders have entered into that certain Loan and Security Agreement, dated as of June 25, 2019 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof; and

WHEREAS, Borrower, Required Lenders and Collateral Agent desire to amend certain provisions of the Loan Agreement and provide a certain waiver as set forth herein.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Required Lenders and Collateral Agent hereby agree as follows:

(d)    Permitted Prepayment of Term Loan. After the date that is the second anniversary of the Effective Date, Borrower shall have the option to prepay all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loan at least seven (7) Business Days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loan plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

Notwithstanding anything herein to the contrary, Borrower shall not be obligated to comply with the provisions of this Section 6.12 for the quarter immediately following any quarter at the end of which (i) the T6M Product Revenue of Borrower, as determined by Collateral Agent was at least $45.0 million and (ii) Borrower has been cash flow positive for two successive quarters.

6.13    Liquidity Covenant. Borrower shall at all times maintain in a Collateral Account at Bank or subject to a Control Agreement in favor of Collateral Agent a cash balance of not less than an amount equal to the lesser of (i) the Minimum Cash Amount or (ii) the Minimum Cash Elected Amount. Notwithstanding the foregoing, commencing on July 1, 2020, Borrower shall at all times, until December 31, 2020, maintain in a Collateral Account at Bank or subject to a Control Agreement in favor of Collateral Agent a cash balance of not less than Five Million Dollars ($5,000,000.00). Furthermore, commencing on January 1, 2021, if the Capital Raise Event has not occurred by such time, Borrower shall at all times, until

the Capital Raise Event has occurred (such period from January 1, 2021 until the Capital Raise Event has occurred, the “Capital Raise Extension Period”), maintain in a Collateral Account at Bank or subject to a Control Agreement in favor of Collateral Agent a cash balance of not less than Ten Million Dollars ($10,000,000.00).

6.15 Capital Raise Event. During the period commencing on July 1, 2020 and ending on December 31, 2020 (which will automatically extend to June 30, 2021 if the Capital Raise Event has not occurred by such date and Borrower is in compliance with Section 6.12 as of January 1, 2021), Borrower shall receive aggregate gross cash proceeds of not less than Twenty Million Dollars ($20,000,000.00) from (i) the sale and issuance of Conformis, Inc.’s equity securities (including, without limitation, by means of at-the-market (ATM) offering, private placements, follow on public offerings), (ii) net payments received from any of Borrower’s patent infringement disputes with Zimmer Biomet Holdings Inc., Zimmer Inc., Zimmer U.S. Inc., and Biomet Manufacturing LLC, on or after July 1, 2020 and on or before December 31 2020, (iii) net payments received from any of Borrower’s other patent infringement disputes with any other Person not specified in clause (ii), (iv) monetization of R&D tax credits or NOLs as part of any current or future 2020 government stimulus packages, or (v) governmental grants that are not (in whole or in part) in the form of Indebtedness, or any combination of two or more of the foregoing (the “Capital Raise Event”). Notwithstanding anything herein to the contrary, solely during the Capital Raise Extension Period, (i) commencing on January 1, 2021 and ending on (and including) March 31, 2021, Borrower shall not have any Indebtedness outstanding under the Revolving Line in excess of Two Million and Five Hundred Thousand Dollars ($2,500,000.00) and (ii) commencing on April 1, 2021 and ending on (and including) June 30, 2021, Borrower shall not have any Indebtedness outstanding under the Revolving Line in excess of Five Million Dollars ($5,000,000.00).

(a)    Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Landlord Waivers; Bailee Waivers), 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant), 6.13 (Liquidity Covenant), 6.14 (Revolving Line Liquidity Covenant) or 6.15 (Capital Raise Event); provided, however, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 6.12, Borrower may cure such breach by means of submitting a new financial plan under which Borrower is expected to break even on a cash flow basis prior to Maturity Date (which financial plan must be acceptable to Collateral Agent) and raising such amount of capital from the sale and issuance of its equity securities as required per the new financial plan, during a reasonable period of time to be agreed up on by Collateral Agent and Borrower, provided, that upon such cure the parties shall amend the covenant in Section 6.12 in accordance with the new financial plan which amendment must be acceptable to Collateral Agent and provided further that no Default or Event of Default shall be deemed to exist as a result of any such breach of Section 6.12 if the Collateral Agent has accepted in writing such new financial plan submitted by Borrower within 60 days of the submission of such plan by Borrower and Borrower has succeeded in raising such amount of capital on or prior to the expiration of such agreed period of time; or Borrower violates any provision in Section 7; or

“Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

(i)    for a prepayment made after the date which is the first anniversary of the Funding Date of the Term Loan through and including the date which is the second anniversary of the Funding Date of the Term Loan, two percent (2.00%) of the principal amount of the Term Loan prepaid;

(ii)    for a prepayment made after the date which is the second anniversary of the Funding Date of the Term Loan through and including the date which is the third anniversary of the Funding Date of the Term Loan, one percent (1.00%) of the principal amount of the Term Loan prepaid; and

(iii)    for a prepayment made after the date which is the third anniversary of the Funding Date of the Term Loan and prior to the Maturity Date, zero percent (0.00%) of the principal amount of the Term Loan prepaid.

For the purposes of clarification, no voluntary prepayment of a Term Loan may be made prior to the second anniversary of the Effective Date but in the event of a mandatory prepayment made pursuant to Section 2.2(c) on or after the Funding Date of the Term Loan through and including the first anniversary of the Funding Date of the Term Loan, the Prepayment Fee shall be equal to three percent (3.00%) of the principal amount of the Term Loan prepaid.

“Capital Raise Event” is defined in Section 6.15.

Agent, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Loan and Security Agreement to be executed as of the date first set forth above.