FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.17

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of December 31, 2012, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”).

RECITALS

A. Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of March 30, 2012 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

B. Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Lenders amend the Loan Agreement to extend additional credit and make certain other revisions to the Loan Agreement as more fully set forth herein.

D. Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 Section 2.1.2 (Term Loans). Section 2.1.2(a)(ii) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Term B Loan Draw Period, to make term loans to Borrower in an aggregate amount up to Five Million Five Hundred Thousand Dollars ($5,500,000) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”). After repayment, no Term B Loan may be re-borrowed.”

2.2 Section 2.1.2 (Term Loans). Section 2.1.2(a)(iii) hereby is added to the Loan Agreement to read as follows:

“(iii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Term C Loan Draw Period, to make term loans to

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Borrower in an aggregate amount up to Ten Million Dollars ($10,000,000) according to each Lender’s Term C Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term C Loan”, and collectively as the “Term C Loans”; each Term A Loan, Term B Loan, or Term C Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans, the Term B Loans, and the Term C Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term C Loan may be re-borrowed.”

2.3 Section 2.1.2 (Term Loans). Section 2.1.2(b)(iii) hereby is added to the Loan Agreement to read as follows:

“(iii) Borrower shall make monthly payments of interest only commencing on the first (1^st) Payment Date following the Funding Date of the Term C Loans, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of the Term C Loans, any initial partial monthly interest payment otherwise due for the period between the Funding Date of the Term C Loan and the first Payment Date. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term C Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid principal and accrued and unpaid interest with respect to the Term C Loans is due and payable in full on the Maturity Date. The Term C Loans may only be prepaid in accordance with Sections 2.1.2(c) and 2.1.2(d).”

2.4 Section 3.3 (Conditions Precedent to the Term B Loan). Section 3.3 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“3.3 Conditions Precedent to the Term B Loan and Term C Loan. The obligation of each Lender to make the Term B Loan or Term C Loan is subject to the following conditions precedent:

(a) for a Term B Loan, Borrower shall have delivered to each Lender (i) a Note in respect of such Term B Loan and (ii) a Warrant exercisable into the number of shares of Series D Preferred Stock of Borrower equal to the Warrant Coverage divided by $0.2640 per share (or a sufficient number of shares of Next Round Stock (as defined in the Warrant) based on the Warrant Coverage), with respect to such Term B Loan to be made by such Lender;

(b) for a Term C Loan,

(i) the Certificate of Amendment shall have been filed with the Secretary of State of the State of Delaware;

(ii) Borrower shall deliver a duly executed legal opinion of counsel to Borrower on the Funding Date of the Term C Loan, in form and substance reasonably acceptable to the Lenders; and

(iii) to the extent not delivered on the First Amendment Effective Date, Borrower shall have delivered to each Lender (1) a Note in respect of such Term C Loan and (2) a Warrant exercisable into shares of Series E Preferred Stock of Borrower equal to the Warrant Coverage divided by $.4499 per share, with respect to such Term C Loan to be made by such Lender; and

(c) satisfaction of the requirements of Section 3.4 below.”

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2.5 Section 6.6 (Operating Accounts).

(a) The first sentence of Section 6.6(a) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“Maintain Borrower’s and its Subsidiaries’ (other than NanoString UK and NanoString France) primary domestic Collateral Accounts with Bank or its Affiliates in accounts which are subject to a Control Agreement in favor of Collateral Agent, except as provided below.”

(b) Section 6.6(b)(ii) of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“(ii) foreign deposit accounts maintained by NanoString UK and NanoString France; provided that the aggregate amount in such accounts shall not exceed the lower of (x) ten percent (10%) of the aggregate amount of Borrower’s and its Subsidiaries’ Cash and Cash Equivalents, or (y) Two Hundred Thousand Dollars ($200,000), in each case, at any time and”

2.6 Section 6.10 (Intentionally Omitted). Section 6.10 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

“6.10 Financial Covenant. Borrower shall achieve the following, to be tested as of the last day of the applicable month, on a consolidated basis with respect to Borrower and its Subsidiaries:

(a) From and after the Funding Date of the Term C Loan, “Life Sciences Tools” revenues to be at least eighty percent (80%) of budgeted plan, as set forth in Borrower’s Annual Projections required to be delivered to Lenders pursuant to Section 6.2(a)(iii) hereof, measured monthly on a trailing three (3) month basis.”

2.7 Section 13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement hereby are added, or amended and restated in their entireties, as follows:

“Amortization Date” is, with respect to the Term Loans, June 1, 2013, but if the Qualified Public Offering occurs before May 31, 2013, then it shall be February 1, 2014.

“Certificate of Amendment” shall mean an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation in a form reasonably acceptable to Lenders and Borrower to, among other things, allow for the issuance of the Warrants required to be delivered pursuant to Section 3.3(b)(iii).

“Final Payment Percentage” is five and one half percent (5.50%).

“First Amendment Effective Date” means December 31, 2012.

“NanoString France” is NanoString Technologies SAS, an entity organized under the laws of France, and a wholly-owned Subsidiary Borrower.

“Qualified Public Offering” means an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of the Borrower’s common stock yielding aggregate gross proceeds to the Borrower of not less than Fifty Million Dollars ($50,000,000).

“Required Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding

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principal balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing.

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

“Term C Loan” is defined in Section 2.1.2(a)(iii) hereof.

“Term C Loan Draw Period” is the period commencing upon the occurrence of the Term C Loan Milestone and ending on the earlier of (i) April 30, 2013 or (ii) the occurrence and continuance of an Event of Default; provided, however, that the Term C Loan Draw Period shall not commence if on the date of the occurrence of the Term C Loan Milestone an Event of Default has occurred and is continuing.

“Term C Loan Milestone” is Borrower’s achievement of “Life Sciences Tools” revenue of at least 80% of the board approved plan attached hereto as Annex I as updated with Collateral Agent’s written approval from time to time for the trailing twelve (12) months ending on the last day of the month immediately prior to the month in which the Term C Loan Funding Date occurs based upon (i) the monthly financial statements and Compliance Certificates required to be delivered for such prior months pursuant to the terms of Section 6.2 hereof, and (ii) interim financial statements and such other information reasonably requested by Collateral Agent certified to by a Responsible Officer.

“Warrant Coverage” means, (A) with respect to Warrants delivered in connection with the Term B Loans, the product obtained by multiplying (i) five percent (5.00%) by (ii) the aggregate principal amount of Term B Loans advanced by a Lender hereunder in accordance with such Lender’s Commitment Percentage and (B) with respect to Warrants delivered in connection with the Term C Loans, the product obtained by multiplying (i) three percent (3.00%) by (ii) the aggregate principal amount of Term C Loans advanced by a Lender hereunder in accordance with such Lender’s Commitment Percentage.

2.8 Schedule 1.1 to the Loan Agreement hereby is replaced with Schedule 1.1 attached hereto.

2.9 Exhibit B-1 to the Loan Agreement hereby is replaced with Exhibit B-1 attached hereto.

2.10 Exhibit C to the Loan Agreement hereby is replaced with Exhibit C attached hereto.

2.11 Exhibit D to the Loan Agreement hereby is replaced with Exhibit D attached hereto.

2.12 Annex I hereby is added to the Loan Agreement.

3. Limitation of Amendments.

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Lenders may now have or may have in the future under or in connection with any Loan Document.

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3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

4. Representations and Warranties. To induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to each Lender as follows:

4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

4.3 The organizational documents of Borrower delivered to each Lender on the Effective Date or thereafter remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Lenders of this Amendment by each party hereto, (b) the due execution and delivery to each Lender of a warrant exercisable into Series E Preferred Stock of Borrower, (c) Borrower’s payment of the facility fee equal to Fifty Thousand Dollars ($50,000) to be shared between the Lenders with Thirty Five Thousand Eight Hundred Ninety Five Dollars ($35,895) for Oxford and Fourteen Thousand One Hundred Five Dollars ($14,105) for SVB, which may be debited from any of Borrower’s accounts with Lenders, (d) the due execution and delivery to Lenders of updated Corporate Borrowing Certificates, and (e) Borrower’s payment of all Lenders’ Expenses, which may be debited from any of Borrower’s accounts with Lenders.

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

BORROWER:

NANOSTRING TECHNOLOGIES, INC.

[Signature Page to First Amendment to Loan and Security Agreement]

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

[Signature Page to First Amendment to Loan and Security Agreement]

SCHEDULE 1.1

Lenders and Commitments

Term A Loans

Term B Loans

Term C Loans

Aggregate (all Term Loans)

Revolving Line

EXHIBIT B-1

Form of Disbursement Letter

[See attached]

DISBURSEMENT LETTER

[INSERT DATE]

The undersigned, being the duly elected and acting of NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”), does hereby certify to OXFORD FINANCE LLC, (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Loan and Security Agreement dated as of March 30, 2012, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

1. The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof; provided that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects as of such date.

2. No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document.

3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement.

4. All conditions referred to in Section 3 of the Loan Agreement applicable to the making of the Credit Extension to be made on or about the date hereof have been satisfied or waived by Collateral Agent.

5. [(i)] No Material Adverse Change has occurred[and (ii) the Term B Loan Milestone has occurred.][and (ii) the Term C Loan Milestone has occurred.]

6. The undersigned is a Responsible Officer.

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7. The proceeds of the Term [A][B][C] Loan shall be disbursed as follows:

8. The Term [A][B][C] Loan shall amortize in accordance with the Amortization Table attached hereto.

9. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:

[Balance of Page Intentionally Left Blank]

Dated as of the date first set forth above.

[Signature Page to Disbursement Letter]

AMORTIZATION TABLE

(Term [A][B][C] Loan)

[to be provided]

EXHIBIT C

Compliance Certificate

The undersigned authorized officer (“Officer”) of NANOSTRING TECHNOLOGIES, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),

(i) Borrower is in complete compliance for the period ending                     with all required covenants except as noted below;

(ii) There are no Events of Default, except as noted below;

(iii) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (i), above; 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.

(iv) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;

(v) No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders.

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.

Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.

EXHIBIT D

Secured Promissory Note

[See attached]

SECURED PROMISSORY NOTE

([Revolving Line][Term [A][B][C] Loan])

FOR VALUE RECEIVED, the undersigned, NANOSTRING TECHNOLOGIES, INC., a Delaware corporation with offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109 (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SILICON VALLEY BANK] (“Lender”) the principal amount of [            ] MILLION DOLLARS ($            ) or such lesser amount as shall equal the outstanding principal balance of [Advances made under the Revolving Line][the Term [A][B][C] Loan] made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such [Advances][Term [A][B][C] Loan], at the rates and in accordance with the terms of the Loan and Security Agreement dated March 30, 2012 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

Principal, interest and all other amounts due with respect to [Advances made under the Revolving Line][the Term [A][B][C] Loan], are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Loan Agreement, among other things, (a) provides for the making of [Advances under the Revolving Line][a secured Term [A][B][C] Loan] by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

This Note may not be prepaid except as set forth in [Section 2.1.1(b)][Section 2.1.2 (c) and Section 2.1.2(d)] of the Loan Agreement.

This Note and the obligation of Borrower to repay the unpaid principal amount of [Advances outstanding under the Revolving Line][the Term [A][B][C] Loan], interest on [such Advances][the Term [A][B][C] Loan] and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California.

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

[Oxford Finance LLC][Silicon Valley Bank]

Secured Promissory Note ([Revolving Line][Term [A][B][C] Loan])

LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL

CORPORATE BORROWING CERTIFICATE

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 as Exhibit A and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such Certificate of Incorporation nor such Bylaws have been amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws 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 the Lenders may rely on them until each Lender receives written notice of revocation from Borrower.

[Balance of Page Intentionally Left Blank]

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:

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 the Lenders.

Execute Loan Documents. Execute any loan documents any Lender requires.

Grant Security. Grant Collateral Agent 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.

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 effectuate such resolutions.

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

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

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

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