DRS

As confidentially submitted with the Securities and Exchange Commission on March 27, 2014

This draft registration statement has not been publicly filed with the Securities and Exchange Commission

and all information herein remains strictly confidential.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ProteinSimple

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3826	94-3396256
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3040 Oakmead Village Dr.

Santa Clara, California 95051

(408) 510-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Timothy A. Harkness

President and Chief Executive Officer

ProteinSimple

3040 Oakmead Village Dr.

Santa Clara, California 95051

(408) 510-5500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Mark B. Weeks Sally A. Kay
Cooley LLP
3175 Hanover Street Palo Alto, California 94304
(650) 843-5000 Jeffrey D. Saper Donna M. Petkanics Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee
Common Stock, $0.0001 par value per share	$	$

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

(2) Includes the offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                     , 2014

PRELIMINARY PROSPECTUS

             shares

Common Stock

This is the initial public offering of shares of common stock of ProteinSimple. Prior to this offering, there has been no public market for our common stock. We are offering              shares of our common stock.

We intend to apply to list our common stock on the NASDAQ Global Select Market under the symbol “PRTN.”

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, may elect to comply with reduced U.S. public company reporting requirements for future filings. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10.

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to ProteinSimple, before expenses	$	$

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters have an option to buy up to              additional shares of common stock from us at the public offering price, less the underwriting discounts and commissions, to cover over-allotment of shares, if any. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about                     , 2014.

J.P. Morgan BofA Merrill Lynch

Leerink Partners Cowen and Company

                    , 2014

Gel-free. Blot-free. Hands-free.
proteinsimple
proteinsimple.com

Simple your Western.
It’s time.
proteinsimple
Wes

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		10
Special Note Regarding Forward-Looking Statements		34
Market, Industry and Other Data		35
Use of Proceeds		36
Dividend Policy		36
Capitalization		37
Dilution		39
Selected Consolidated Financial Data		41
Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Business		56
Management		70
Executive Compensation		78
Related-Party Transactions		86
Principal Stockholders		90
Description of Capital Stock		92
Material U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders of Our Common Stock		97
Shares Eligible for Future Sale		100
Underwriting		102
Legal Matters		110
Experts		110
Where You Can Find More Information		110
Index to Consolidated Financial Statements		F-1

Neither we nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us to which we may have referred you in connection with this offering. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and future growth prospects may have changed since that date.

Unless the context requires otherwise, the words “we,” “us,” “our,” “Company” and “ProteinSimple” refer to ProteinSimple and its subsidiaries taken as a whole. For purposes of this prospectus, unless the context otherwise requires, the term “stockholders” shall refer to the holders of our common stock.

Through and including                     , 2014 (the 25th day after the date of this prospectus) U.S. federal securities laws may require all dealers that effect transactions in our common stock, whether or not participating in this offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: neither we nor the underwriters have done anything that could permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus and does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the section entitled “Risk Factors,” and our financial statements and related notes included elsewhere in this prospectus. Our year end is December 31, and our quarters end on March 31, June 30, September 30 and December 31. Our fiscal years ended December 31, 2011, 2012 and 2013 are referred to herein as 2011, 2012 and 2013, respectively.

Overview

Our goal is simply to help researchers gain a better understanding of proteins and their role in disease. We develop and commercialize proprietary systems and consumables for protein analysis that ultimately help reveal new insights into the true nature of proteins.

Proteins are the heart and soul of functional biology and understanding proteins is central to understanding disease. However, proteins are difficult to interrogate because they are large, complex and unique. We believe that traditional protein analysis tools can be overly complex or inadequate, and our goal is to make protein analysis simpler, more quantitative and affordable. Our comprehensive portfolio of tools includes Simple Western systems that provide fresh insight into protein expression and Biologics systems that probe the structure and purity of protein-based therapeutics.

The most widely used protein analysis technique in existence today is the Western blot, or Western, which detects whether a specific protein is present in a sample. The Western workflow, unchanged since its invention in 1979, requires many manual steps, can take up to 24 hours to complete, and can lead to variable and semi-quantitative results. Despite these challenges, over 850,000 researchers around the world continue to use Western blots in their research and spent $2.2 billion in 2012 on the technique according to a study we commissioned from BioInformatics, LLC.

Our Simple Western platform is a complete reinvention of the Western blot that we believe is a historic breakthrough for protein research. The Simple Western is a truly quantitative Western with none of the hassle. A researcher simply loads his or her sample into a plate, clicks “start” and comes back in as few as three hours to fully-analyzed, quantitative data. Our Simple Western automates the entire assay workflow and transforms the Western into an analytical tool, enabling researchers to determine precisely how much of a specific protein exists in a given sample. We have sold more than 300 Simple Western systems to more than 200 customers around the world.

Protein-based therapeutics, or biologics, are transforming the pharmaceutical industry and the treatment of many diseases. According to a report from EvaluatePharma, there are currently over 2,000 biologics in various stages of clinical development. The development and production of biologics requires a variety of analytical tools to ensure the quality and efficacy of these complex drugs. Our Biologics tools help researchers analyze protein purity and identify contaminants during biologics development and production. We estimate that researchers spend approximately $330 million on an annual basis measuring these biologics attributes.

We have two platforms in our Biologics tools portfolio, iCE and Micro-Flow Imaging, or MFI. Our iCE platform allows researchers to interrogate the identity and purity of biologics. Global regulators require measurement of these attributes, and our iCE system is an FDA-validated quality control, or QC, method. Our MFI system allows researchers to image and measure particles and protein aggregates in biologics. Manufacturers must monitor particles and aggregates due to regulators’ concerns about their impact on patient safety. We have sold more than 900 of our Biologics systems to over 200 customers around the world.

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We sell our products to biopharma, academic and government researchers primarily through a direct sales force in North America, Europe, Japan and China and through distributors and subdealers in select markets. We have grown our revenue from $33.8 million in 2011 to $40.3 million in 2012 and $51.1 million in 2013. In 2013, approximately 92% of our revenue came from our direct selling efforts, 85% of our revenue came from biopharma customers and 43% of our revenue came from outside the United States. Our gross margins have expanded from 58.8% in 2011 to 62.6% in 2012 and 67.3% in 2013. We incurred net losses of $11.2 million and $4.4 million in 2011 and 2012, respectively, and generated net income of $1.0 million in 2013.

We attribute our success to the following:

• Protein focus: Our unique protein-focused strategy has provided us with a deep understanding of the challenges faced by protein researchers and allowed us to develop proprietary tools that improve traditional techniques.

• Proven new product development capabilities: We have a robust product development process and team that has delivered 14 new systems in just over four years.

• The Simple Western is a disruptive technology: We are the first and only company to fully automate the Western, transforming it into a simple, fast, quantitative tool that addresses a significant customer need in a large established market.

• Mission critical Biologics tools: Our Biologics products are robust, application-specific solutions that are necessary to address requirements of both global regulators and biologics developers.

• Deep and broad customer relationships: We have sold more than 1,200 systems to nearly 400 customers globally across our Simple Western and Biologics product lines. Through our direct selling efforts, we have established deep customer relationships and insights that influence our product development and commercialization strategies.

• Highly diversified and recurring revenues: Our revenue base includes an attractive mix of systems and consumables from multiple product families across a broad and geographically diverse customer base.

Our Strategy

Our goal is to build the largest protein analysis pure play in the life science tools sector. Our strategy includes the following elements:

• Drive awareness and adoption of the Simple Western to establish it as the global standard. We plan to further educate the worldwide research community on the numerous advantages of the Simple Western system. In doing so, we believe our Simple Western products have the ability to become the Western blotting standard.

• Expand our Biologics tools product portfolio and markets served. We believe that there are a wide variety of analytical challenges that we can address by expanding our Biologics portfolio in this important, growing market.

• Continue to deliver new products that address researchers’ protein analysis challenges. We believe we have a core competency in new product development and we intend to continue to search out and solve protein analysis problems where they exist.

• Expand our direct distribution capabilities around the world. Our current geographic footprint is modest compared to the worldwide market opportunity for our products and we have limited presence in some key geographic markets such as Europe and Asia.

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Our Products

In each of our product lines, we offer a variety of proprietary instruments and consumables to address different customer price points and performance needs.

Our primary products include:

Product Line	Product	Key Attributes	U.S. List Price	Product Image
Simple Western	Wes	•    Up to 25 samples per run •    Size separation •    Run time: < 3 hours	$59,500
	Sally Sue	•    Up to 96 samples per run •    Size separation •    Run time: 16 hours	$228,950
	Peggy Sue	•    Up to 96 samples per run •    Size or charge separation •    Run time: 12-16 hours	$299,950
Biologics	iCE3	•    Up to 96 samples per run •    Measures charge heterogeneity •    Autosampler options	$87,000
	MFI 5000 Series	•    Particle measurement •    1-300 µm range •    Optional autosampler	$74,000- $113,500
Consumables		•    Simple Western Master Kits •    iCE cartridges and reagents •    MFI flow cells	Varies

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Risks Associated With Our Business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this prospectus entitled “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:

• If we are unable to penetrate the market for our Simple Western products as quickly as we expect, our business may be adversely affected;

• Our long-term results depend upon our ability to introduce and market new products successfully;

• If our products fail to achieve and sustain sufficient market acceptance, our revenue will be adversely affected;

• Our future success is dependent upon our ability to further penetrate our existing customer base and attract new customers;

• If we are unable to manufacture sufficient quantities of our Biologics products with sufficient quality by ourselves or with partners in a timely manner, our ability to sell our Biologic products may be harmed;

• We intend to expand our business into new geographic markets, and this expansion may be costly and may not be successful;

• The markets for our products are highly competitive and subject to rapid technological change, and we may not be able to successfully compete;

• If one or more of our manufacturing facilities become unavailable or inoperable, we would be unable to continue manufacturing our instruments and consumables and, as a result, our business could be harmed until we are able to secure a new facility;

• Although we reported net income for 2013, we have incurred losses prior to 2013;

• Our financial results may vary significantly from quarter to quarter due to a number of factors, which may lead to volatility in our stock price; and

• If we are unable to protect our intellectual property, it may reduce our ability to maintain any technological or competitive advantage over our competitors and potential competitors, and our business may be harmed.

Corporate Information

We were incorporated in Delaware in December 2000 as Signal Analytics, Inc. and changed our name to Cell Biosciences, Inc. in September 2003 and then to ProteinSimple in July 2011. Our principal executive office is located at 3040 Oakmead Village Dr., Santa Clara, CA 95051, and our telephone number is (408) 510-5500. Our website address is www.proteinsimple.com. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

4

We own various U.S. federal trademark registrations and applications and unregistered trademarks and servicemarks, including ProteinSimple. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ^® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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The Offering

Common stock offered              shares

Common stock to be outstanding after this offering              shares

Over-allotment option              shares

Use of proceeds We estimate that our net proceeds from this offering will be approximately $         million at an assumed initial public offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses.

We expect to use the net proceeds of this offering for working capital, capital expenditures and other general corporate purposes, which may include the acquisition of other products, businesses or technologies. See the section of this prospectus entitled “Use of Proceeds.”

Risk factors See “Risk Factors” beginning on page 10 and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our common stock.

Proposed NASDAQ symbol PRTN

The number of shares of common stock to be outstanding after this offering is based on 100,093,469 shares of common stock outstanding as of December 31, 2013, and excludes:

• 3,541,043 shares issuable upon the exercise of stock options outstanding as of December 31, 2013 with a weighted-average exercise price of $0.10 per share;

• 1,860,500 shares issuable upon the exercise of stock options granted after December 31, 2013 with a weighted-average exercise price of $0.15 per share;

• 496,193 shares reserved for issuance under our 2013 Equity Incentive Plan as of December 31, 2013, which shares will become available for future issuance under our 2014 Equity Incentive Plan in connection with this offering;

•              shares reserved for issuance under our 2014 Equity Incentive Plan and              shares reserved for future issuance under our 2014 Employee Stock Purchase Plan, which plans will become effective in connection with this offering;

• 30,000 shares of common stock issuable upon the exercise of warrants to purchase convertible preferred stock outstanding as of December 31, 2013 with an exercise price of $1.50 per share; and

• 33,209,251 shares of common stock issuable upon the exercise of warrants to purchase common stock outstanding as of December 31, 2013 with a weighted-average exercise price of $0.11 per share.

6

Except as otherwise indicated, all information in this prospectus assumes:

• the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 77,955,246 shares of common stock upon the completion of this offering;

• the conversion of our outstanding convertible preferred stock warrant into a warrant to purchase 30,000 shares of our common stock immediately upon the completion of this offering;

• a     -for-     reverse split of our preferred stock and common stock, which became effective on                     , 2014;

• the filing of our amended and restated certificate of incorporation, which will occur upon the completion of this offering; and

• no exercise by the underwriters of their over-allotment option.

7

SUMMARY CONSOLIDATED FINANCIAL DATA

You should read the summary consolidated financial data in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes, all included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

The summary consolidated financial data as of December 31, 2013 and for the years ended December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our results of operations for any prior period are not necessarily indicative of results of operations that should be expected in any future periods.

	Year ended December 31,
	2012			2013
	(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Revenue	$	40,301		$	51,099
Cost of goods sold(1)		15,081			16,709
Gross profit		25,220			34,390
Operating expenses:
Research and development(1)		6,372			6,480
Selling, general and administrative(1)		22,820			26,094
Total operating expenses		29,192			32,574
Income (loss) from operations		(3,972	)		1,816
Interest and other expense (net):
Interest and other income		367			465
Interest and other expense		(588	)		(644	)
Total interest and other expense, net		(221	)		(179	)
Tax provision		200			618
Net income (loss)	$	(4,393	)	$	1,019
Net income (loss) attributable to common stockholders	$	(4,393	)	$	—
Net income (loss) per share attributable to common stockholders(2):
Basic	$	(0.73	)	$	0.00
Diluted	$	(0.73	)	$	0.00
Weighted-average shares outstanding used to calculate net income (loss) per share attributable to common stockholders:
Basic		6,020			7,359
Diluted		6,020			14,780
Pro forma net income per share (unaudited)
Basic				$	0.01
Diluted				$	0.01
Weighted-average shares outstanding used to calculate pro forma net income per share (unaudited)(3)
Basic					85,314
Diluted					92,735

8

(1) Includes stock-based compensation expense as follows:

	Year ended December 31,
	2012		2013
	(in thousands)
Cost of goods sold	$	6	$	5
Research and development		28		75
Selling, general and administrative		169		597

(2) Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of our common stock outstanding during the period, less the weighted-average unvested shares of common stock subject to repurchase.

(3) Pro forma basic and diluted net income per share is computed by dividing net income by the weighted-average shares outstanding assuming the conversion of all our convertible preferred stock to common stock as of its issuance date.

	As of December 31, 2013
	Actual			Pro  Forma(1)		Pro Forma  as Adjusted(2)(3)
	(in thousands)
				(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	12,160		$	12,160
Working capital		8,927			8,927
Total assets		68,881			68,881
Total debt		14,341			14,341
Convertible preferred stock		107,708			—
Total stockholders’ equity (deficit)		(64,623	)		43,099

(1) Pro forma amounts assume (i) the conversion of 77,955,246 shares of convertible preferred stock into shares of our common stock and (ii) the conversion of our outstanding warrant to purchase shares of preferred stock into a warrant to purchase common stock and the resultant reclassification of our warrant liability to stockholders’ equity (deficit).

(2) Pro forma as adjusted amounts reflect the pro forma adjustments in footnote (1) above, as well as the sale of shares of our common stock in this offering at the initial public offering price of $        , the midpoint of the range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(3) A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) each of cash and cash equivalents, working capital and total assets by $         and decrease (increase) total stockholders’ deficit by $        , assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) each of pro forma as adjusted cash and cash equivalents, working capital and total assets by approximately $         and decrease stockholders’ deficit by approximately $        , assuming the assumed initial public offering price per share, as set forth on the cover page of this prospectus, remains the same. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price, number of shares offered and other terms of this offering determined at pricing.

9

RISK FACTORS

Investing in our common stock involves a high degree of risk. The following risk factors describe circumstances or events that could have a negative effect on our business, financial condition or operating results. You should carefully consider each of the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial condition or operating results could be harmed. In these circumstances, the market price of our common stock could decline and you could lose some or all of your investment. Additional risks and uncertainties not currently known to us or that we currently believe are not material could also impair our business, financial condition or operating results.

Risks Related to our Business and Industry

If we are unable to penetrate the market for our Simple Western products as quickly as we expect, our business may be adversely affected.

While the use of the traditional Western blot, or Western, is pervasive, much of the scientific community is not yet familiar with ProteinSimple or with the benefits of our Simple Western products. In January 2014, we launched Wes, our most affordable Simple Western offering, as well as Sally Sue and Peggy Sue, improved versions of our Sally and Peggy Simple Western tools. The penetration of these products into the market for Westerns depends in part on many factors beyond our control, including recognition and acceptance of our applications by the scientific community and the prevalence and costs of competing methods of protein analysis. The Western workflow has been unchanged since its invention in 1979, and despite its challenges, many researchers may not be willing to embrace a new method for performing this process. Accordingly, we expect that widespread adoption of our Simple Western products by the research community will take years to occur, if at all, and we cannot be certain that these market opportunities will develop as we expect. If the markets for Simple Western products do not develop as we expect, our business may be adversely affected.

Our long-term results depend upon our ability to introduce and market new products successfully.

Our business is dependent on the improvement of our existing products, our development of new products to serve existing markets and our development of new products to create new markets and applications.

As both we and our competitors continuously introduce new products or refine versions of existing products, we cannot predict the level of market acceptance or the amount of market share our new products will achieve. While we have not experienced material delays in the introduction of new products in the past, we cannot assure you that we will not experience delays in the future. In addition, introducing new products could result in a decrease in revenues from our existing products. Consistent with our strategy of offering new products and product refinements, we expect to continue to use a substantial amount of capital for product development and refinement. We may need more capital for product development and refinement than is available to us, which could adversely affect our business, financial condition or results of operations.

We generally sell our products in industries that are characterized by rapid technological changes, frequent new product introductions and changing industry standards. If we do not develop new products and product enhancements based on technological innovation on a timely basis, our products will become obsolete over time and our revenues, cash flow, profitability and competitive position will suffer. Our success will depend on several factors, including our ability to:

• correctly identify customer needs and preferences and predict future needs and preferences;

• allocate our research and development funding to products with higher growth prospects;

• anticipate and respond to our competitors’ development of new products and technological innovations;

• differentiate our offerings from our competitors’ offerings;

10

• innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets;

• obtain adequate intellectual property rights, with respect to key technologies before our competitors do;

• successfully commercialize new technologies in a timely manner, price them competitively and manufacture and deliver sufficient volumes of new products of appropriate quality on time; and

• convince customers to adopt new technologies.

In addition, if we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of products that do not lead to significant revenue. Even if we successfully innovate and develop new products and product enhancements, we may incur substantial costs in doing so, and our profitability may suffer.

Our ability to develop new products based on innovation can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development or production of new products and services or failure to gain market acceptance of new products and technologies may reduce future revenues and adversely affect our competitive position.

If our products fail to achieve and sustain sufficient market acceptance, our revenue will be adversely affected.

Our success depends, in part, on our ability to develop and market products that are recognized and accepted as reliable, enabling and cost-effective. Most of the potential customers for our products already use expensive research systems in their laboratories that they have used for many years and may be reluctant to replace those systems. Market acceptance of our systems will depend on many factors, including our ability to convince potential customers that our systems are an attractive alternative to existing technologies. Compared to some competing technologies, our Simple Western and certain of our Biologics systems are relatively new, and most potential customers have limited knowledge of, or experience with, our products. Prior to adopting our systems, some potential customers may need to devote time and effort to testing and validating our systems. Any failure of our systems to meet these customer benchmarks could result in customers choosing to retain their existing systems or to purchase systems other than ours. In addition, it is important that our systems be perceived as accurate and reliable by the scientific and medical research community as a whole. Historically, a significant part of our sales and marketing efforts has been directed at convincing industry leaders of the advantages of our systems and encouraging such leaders to publish or present the results of their evaluation of our system. If we are unable to continue to induce leading researchers to use our systems, or if such researchers are unable to achieve and publish or present significant experimental results using our systems, acceptance and adoption of our systems will be slowed and our ability to increase our revenue would be adversely affected.

Our future success is dependent upon our ability to further penetrate our existing customer base and attract new customers.

Our customer base is primarily composed of biopharma, academic and government researchers. Our success will depend, in part, upon our ability to respond to the evolving needs of, and increase our market share among, existing customers, attract additional customers and market new products as we develop them. Identifying, engaging and marketing to customers who are unfamiliar with our current products requires substantial time, expertise and expense and involves a number of risks, including:

• our ability to attract, retain and manage the sales, marketing and service personnel necessary to expand market acceptance for our technology;

• the time and cost of maintaining and growing a specialized sales, marketing and service force for a particular application, which may be difficult to justify in light of the revenue generated; and

• our sales, marketing and service force may be unable to execute successful commercial activities.

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We have utilized third parties to assist with sales, distribution and customer support in certain regions of the world. There is no guarantee, when we enter into such arrangements, that we will be successful in attracting desirable sales and distribution partners; there is also no guarantee that we will be able to enter into such arrangements on favorable terms. Any failure of our sales and marketing efforts, or those of any third-party sales and distribution partners, would adversely affect our business.

If we are unable to manufacture sufficient quantities of our Biologics products with sufficient quality by ourselves or with partners in a timely manner, our ability to sell our Biologics products may be harmed.

It is critical to customers for our Biologics products that we deliver the quantities of consumables they demand on the schedules they require, and that our Biologics systems produce accurate and reliable results. In order for us to manufacture our Biologics systems and consumable products in sufficient volume, we need to maintain adequate internal manufacturing capacity and may need to contract with manufacturing partners in order to do so. Our technology and the manufacturing process for our products are highly complex, involving a large number of unique parts, and there is no assurance that we will be able to consistently meet the volume and quality requirements necessary to be successful in our target Biologics markets. For example, we largely depend on our staff of assembly workers and trained technicians at our manufacturing facilities to produce certain components of our products. If we cannot design our products to minimize the manual assembly process, or if we lose a number of trained assembly workers and technicians or are unable to attract additional trained assembly workers or technicians, we may be unable to have our products manufactured in a timely manner or with sufficient quality.

In addition, we may have to change our production processes and assembly methods in order to accommodate any significant future expansion of our manufacturing capacity, which may increase our manufacturing costs, delay production of our products, reduce our product margins and adversely impact our business.

We intend to expand our business into new geographic markets, and this expansion may be costly and may not be successful.

We plan to make investments of both time and money as part of our continued and existing expansion into new markets or markets which are not fully developed, including Europe and Asia. This expansion could require financial resources that would not therefore be available for other aspects of our business, and it may also require considerable time and attention from our management, leaving them with less time to focus on our existing businesses. We may also be required to raise additional debt or equity capital for these initiatives. In addition, we may face challenges operating in new business climates with which we are unfamiliar, including facing difficulties in staffing and managing our new operations, fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in any new markets, including Europe and Asia, will depend, in part, on our ability to anticipate and effectively manage these and other risks. It is also possible that our increased investment in new markets will coincide with an economic downturn there that prevents our ability to expand successfully. Finally, it is possible that we will face increased competition in any new markets as other companies attempt to take advantage of the market opportunities there, and any new competitors could have substantially more resources than we do and may have better relationships and a greater understanding of the region. If we fail to manage the risks inherent in our geographic expansion, we could incur substantial capital and operating costs without any related increase in revenue, which would harm our operating results.

The markets for our products are highly competitive and subject to rapid technological change, and we may not be able to successfully compete.

The markets for our products are characterized by rapidly changing technology, evolving industry standards, changes in customer needs, emerging competition, new product introductions and strong price competition. We

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compete with both established and development stage life science research companies that design, manufacture and market instruments and consumables for protein analysis. Most of our current competitors have longer operating histories, significantly greater name recognition, greater financial, technical and human resources, broader product lines and product packages, larger sales forces, larger existing installed bases, larger intellectual property portfolios and greater experience and scale in research and development, manufacturing, distribution and marketing than we do. For example, companies such as Agilent Technologies, Bio-Rad Laboratories, Danaher, GE Healthcare, Merck KGaA, PerkinElmer, Shimadzu, Sigma-Aldrich, Spectris, Thermo Fisher Scientific, Waters and Wyatt Technology have products that compete in certain segments of the markets in which we sell our products.

Competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In light of these advantages, even if our technology is more effective than the product offerings of our competitors, current or potential customers might accept competitive products in lieu of purchasing our technology. We anticipate that we will face increased competition in the future as existing companies and competitors develop new or improved products and as new companies enter the market with new technologies. Increased competition is likely to result in pricing pressures, which could reduce our profit margins and increase our sales and marketing expenses. In addition, mergers, consolidations or other strategic transactions between two or more of our competitors, or between our competitor and one of our key customers, could change the competitive landscape and weaken our competitive position, adversely affecting our business.

If one or more of our manufacturing facilities become unavailable or inoperable, we would be unable to continue manufacturing our instruments and consumables and, as a result, our business could be harmed until we are able to secure a new facility.

We manufacture all of our protein analysis systems and consumables for commercial sale at our facilities in Ottawa and Toronto, Canada and Santa Clara and San Jose, California. Our facilities and the equipment we use to manufacture our instruments and consumables would be costly to replace and could require substantial lead time to repair or replace. For example, we build the instruments that we use to manufacture the capillaries used in our products and building these instruments is both expensive and time-consuming. Our facilities may be harmed or rendered inoperable by natural or manmade disasters, which may render it difficult or impossible for us to manufacture our products for some period of time. If any of our facilities become unavailable to us, we cannot provide assurances that we will be able to secure a new manufacturing facility on acceptable terms, if at all. The inability to manufacture our products, combined with our limited inventory of manufactured supplies, may result in the loss of customers or harm our reputation, and we may be unable to reestablish relationships with those customers in the future. Although we possess insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

The current leases for our manufacturing facilities in San Jose and Canada expire at various dates between May 2015 and December 2016, and our current lease for our headquarters in Santa Clara expires in June 2014. We expect to consolidate our California operations into a new space by the end of 2014. Such a move will involve significant expense in connection with the movement and installation of key manufacturing equipment and we cannot assure investors that such a move would not delay or otherwise adversely affect our manufacturing activities or operating results. If our manufacturing capabilities are impaired by our move, we may not be able to manufacture and ship our products in a timely manner, which would adversely impact our business.

Although we reported net income for 2013, we have incurred losses prior to 2013.

We have a limited operating history and have, with the exception of the year ended December 31, 2013, incurred significant losses in each fiscal year since our inception, including net losses of $11.2 million and

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$4.4 million for 2011 and 2012, respectively. As of December 31, 2013, we had an accumulated deficit of $67.6 million. These losses have resulted principally from costs incurred in our research and development programs, and from our manufacturing costs and selling, general and administrative expenses. We may continue to incur operating and net losses and negative cash flow from operations. We expect that our selling, general and administrative expenses will continue to increase due to the additional operational and reporting costs associated with being a public company. Our business may generate operating losses if we do not successfully expand our commercial development strategy and generate significant additional revenue to support our level of operating expenses. Because of the numerous risks and uncertainties associated with our commercialization efforts and future product development, we are unable to predict whether we will be able to maintain profitability.

Our financial results may vary significantly from quarter to quarter due to a number of factors, which may lead to volatility in our stock price.

Our quarterly revenue and results of operations have varied in the past and may continue to vary significantly from quarter to quarter. For example, in 2012 and 2013, we experienced higher sales in the fourth quarter than in the first quarter of the next fiscal year. The variability in our quarterly results of operations may lead to volatility in our stock price as research analysts and investors respond to these quarterly fluctuations. These fluctuations are due to numerous factors that are difficult to forecast, including:

• our ability to design, manufacture and deliver products to our customers in a timely and cost-effective manner;

• new product introductions and enhancements by us and our competitors;

• our ability to attract, retain and manage the sales, marketing and service personnel necessary to expand market acceptance for our technology;

• changes in our pricing and sales policies or the pricing and sales policies of our competitors;

• our complex, variable and, at times, lengthy sales cycle;

• fluctuations in demand for our products;

• changes in customer budget cycles and capital spending;

• seasonal variations in customer operations;

• tendencies among some customers to defer purchase decisions to the end of the quarter;

• the large unit value of our systems;

• quality control or yield problems in our manufacturing operations;

• our ability to timely obtain adequate quantities of the components used in our products;

• unanticipated increases in costs or expenses;

• global economic conditions; and

• fluctuations in foreign currency exchange rates.

The foregoing factors, as well as other factors, could materially and adversely affect our quarterly and annual results of operations. In addition, a significant amount of our operating expenses are relatively fixed due to our manufacturing, research and development, and sales and general administrative efforts. Any failure to adjust spending quickly enough to compensate for a revenue shortfall could magnify the adverse impact of such revenue shortfall on our results of operations. We expect that our sales will continue to fluctuate on a quarterly basis and that our financial results for some periods may be below those projected by securities analysts, which could significantly decrease the price of our common stock.

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We may not be able to produce instruments that consistently achieve the specifications and quality that our customers expect.

We have established performance standards for our commercial products that we may not consistently achieve using our current design and manufacturing processes. If we do not consistently achieve the specifications and quality that our customers expect, customer demand may be negatively affected. Customers may refuse to accept our products in a timely manner or at all, which would adversely affect our revenue. Any inability to meet performance standards may materially impact the commercial viability of our products and harm our business.

A reduction in research and development spending levels of biopharma, academic and government researchers would limit our ability to sell our products and adversely affect our business.

We expect that our revenue in the foreseeable future will be derived primarily from sales of our Simple Western and Biologics products to biopharma, academic and government researchers worldwide. Our success will depend upon their demand for and use of our products. Accordingly, the spending policies of these customers could have a significant effect on the demand for our technology. These policies may be based on a wide variety of factors, including concerns regarding the availability of resources to make purchases, the spending priorities among various types of equipment, policies regarding spending during recessionary periods and changes in the political climate. In addition, academic, governmental and other research institutions that fund research and development activities may be subject to stringent budgetary constraints that could result in spending reductions, reduced allocations or budget cutbacks, which could jeopardize the ability of these customers to purchase our products. Our operating results may fluctuate substantially due to reductions and delays in research and development expenditures by these customers. For example, reductions in capital and operating expenditures by these customers may result in lower than expected sales of our Simple Western and Biologics systems. These reductions and delays may result from factors that are not within our control, such as:

• changes in government programs that provide funding to research institutions and companies;

• changes in the regulatory environment affecting life science companies engaged in research and commercial activities;

• differences in budget cycles across various geographies and industries;

• market-driven pressures on companies to consolidate operations and reduce costs;

• mergers and acquisitions in the life science industry;

• changes in economic conditions;

• natural disasters; and

• other factors affecting research and development spending.

Any decrease in our customers’ budgets or expenditures, or in the size, scope or frequency of capital or operating expenditures, could materially and adversely affect our operations or financial condition.

Our sales cycle can be lengthy, complex and variable, which makes it difficult for us to forecast revenue and other operating results.

The sales process, particularly for our Simple Western products, involves numerous interactions with multiple individuals within an organization, and often includes in-depth analysis by potential customers of our products, performance of proof-of-principle studies, preparation of extensive documentation and a lengthy review process. As a result of these factors, the potentially large capital investment required in purchasing our instruments and the budget cycles of our customers, the time from initial contact with a customer to our receipt of a purchase order can vary significantly and be up to 12 months or longer. In addition, sales of our products to academic or government institutions may depend on these institutions receiving research grants from various

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agencies, which grants vary considerably from year to year in both amount and timing. Given the length and uncertainty of our sales cycle, we have in the past experienced, and likely will in the future experience, fluctuations in our instrument sales on a period-to-period basis. In addition, any failure to meet customer expectations could result in customers choosing to retain their existing systems or to purchase systems other than ours.

Our products could have unknown defects or errors, which may give rise to claims against us, adversely affect market adoption of our systems, and adversely affect our business, financial condition and results of operations.

Our Simple Western and Biologics systems utilize novel and complex technology and such systems may develop or contain undetected defects or errors. We cannot assure you that material performance problems, defects or errors will not arise, and as we increase the installed base and applications of our systems, these risks may increase. We generally provide warranties that our systems will meet performance expectations and will be free from defects. We also provide warranties relating to other parts of our systems. The costs incurred in correcting any defects or errors may be substantial and our revenue could be impaired, market acceptance for our products could be adversely affected and our customers might instead purchase our competitors’ products.

In manufacturing our products, including our Simple Western and Biologics systems and consumables, we depend upon third parties for the supply of various components, many of which require a significant degree of technical expertise to produce. In addition, we purchase certain products from third-party suppliers for resale. If our suppliers fail to produce components to specification or provide defective products to us for resale and our quality control tests and procedures fail to detect such errors or defects, or if we or our suppliers use defective materials or workmanship in the manufacturing process, the reliability and performance of our products will be compromised.

If our products contain defects, we may experience:

• a failure to achieve market acceptance or expansion of our product sales;

• loss of customer orders and delay in order fulfillment;

• damage to our brand reputation;

• increased cost of our warranty program due to product repair or replacement;

• product recalls or replacements;

• inability to attract new customers;

• diversion of resources from our manufacturing and research and development departments into our service department; and

• legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.

The occurrence of any one or more of the foregoing could negatively affect our business, financial condition, and results of operations.

We may experience manufacturing problems or delays that could limit our growth or adversely affect our operating results.

Our protein analysis systems and consumable products are manufactured using complex processes, sophisticated equipment and strict adherence to specifications and quality systems procedures. Any unforeseen manufacturing problems, such as contamination of our facility, equipment malfunction, or failure to strictly follow procedures or meet specifications, could result in delays or shortfalls in production of our consumable products. For example, we expect to consolidate all of our California operations, including manufacturing, in a

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new facility by the end of 2014. Such a move will involve significant expense, and we cannot assure you that such a move would not delay or otherwise adversely affect our manufacturing activities. In addition, our production processes and assembly methods may have to change to accommodate any significant future expansion of our manufacturing capacity, which may increase our manufacturing costs, delay production of our products, reduce our product margin, and adversely impact our business. Identifying and resolving the cause of any such manufacturing issues could require substantial time and resources. If our manufacturing activities are adversely impacted by our move, or if we are unable to keep up with demand for our products by successfully manufacturing and shipping our products in a timely manner, our revenue could be impaired, market acceptance for our products could be adversely affected and our customers might instead purchase our competitors’ products.

In addition, the introduction of new products may require the development of new manufacturing processes and procedures. While all of our instruments are produced using the same basic processes, significant variations may be required to meet product specifications. Developing such a process can be very time consuming, and any unexpected difficulty in doing so could delay the introduction of a product.

If we are unable to recruit and retain key executives, scientists and technical support personnel, we may be unable to achieve our goals.

Our performance is substantially dependent on the performance of our senior management, particularly Timothy A. Harkness, our president and chief executive officer. Additionally, to expand our research and product development efforts, we need key engineers and scientists skilled in areas such as systems, mechanical, electrical and software engineering, protein research and instrument and consumable manufacturing. We also need highly trained technical support personnel with the necessary scientific background and ability to understand our systems at a technical level to effectively support potential new customers and the expanding needs of current customers. Competition for these employees is intense, and the turnover rate can be high. We compete for qualified management and scientific personnel with other life science companies, academic institutions and research institutions. These employees could leave our company with little or no prior notice and would be free to work for a competitor. Because of the complex and technical nature of our systems and the dynamic market in which we compete, any failure to attract and retain a sufficient number of qualified employees could materially harm our ability to develop and commercialize our technology.

The loss of the services of any member of our senior management or our scientific or technical support staff might significantly delay or prevent the development of our products or achievement of other business objectives by diverting management’s attention to transition matters and identification of suitable replacements, if any, and could have a material adverse effect on our business. In addition, our research and product development efforts could be delayed or curtailed if we are unable to attract, train and retain highly skilled employees, particularly, senior scientists and engineers. We do not maintain fixed-term employment contracts or significant key man life insurance with any of our employees.

If we are unable to integrate future acquisitions successfully, our operating results and prospects could be harmed.

In the future, we may make acquisitions to improve our product offerings or expand into new markets. Our future acquisition strategy will depend on our ability to identify, negotiate, complete, and integrate acquisitions and, if necessary, to obtain satisfactory debt or equity financing to fund those acquisitions. While we have been able to successfully complete our past acquisitions, including one such acquisition in 2010 and another in 2011, mergers and acquisitions are inherently risky, and any transaction we complete may not be successful. Any merger or acquisition we may pursue would involve numerous risks, including but not limited to the following:

• difficulties in integrating and managing the operations, technologies and products of the companies we acquire;

• diversion of our management’s attention from normal daily operation of our business;

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• our inability to maintain the key business relationships and the reputations of the businesses we acquire;

• our inability to retain key personnel of the acquired company;

• uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;

• our dependence on unfamiliar affiliates and customers of the companies we acquire;

• insufficient revenue to offset our increased expenses associated with acquisitions;

• our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate;

• the costs and distractions that may arise from any litigation; and

• our inability to maintain internal standards, controls, procedures and policies.

We may be unable to secure the equity or debt funding necessary to finance future acquisitions on terms that are acceptable to us. If we finance acquisitions by issuing equity or convertible debt securities, our existing stockholders will likely experience dilution, and if we finance future acquisitions with debt funding, we will incur interest expense and may have to comply with financial covenants and secure that debt obligation with our assets.

Adverse conditions in the global economy and disruption of financial markets may significantly harm our revenue, profitability and results of operations.

The global credit and financial markets have been experiencing volatility and disruptions, including diminished liquidity and credit availability, increased concerns about inflation and deflation, and the downgrade of U.S. debt and exposure risks on other sovereign debts, decreased consumer confidence, lower economic growth, volatile energy costs, increased unemployment rates, and uncertainty about economic stability. Volatility and disruption of financial markets could limit our customers’ ability to obtain adequate financing or credit to purchase and pay for our products in a timely manner or to maintain operations, which could result in a decrease in sales volume that could harm our results of operations.

General concerns about the fundamental soundness of domestic and international economies may also cause our customers to reduce their purchases. Changes in governmental banking, monetary, and fiscal policies to address liquidity and increase credit availability may not be effective. Significant government investment and allocation of resources to assist the economic recovery of sectors which do not include our customers may reduce the resources available for government grants and related funding for life science and clinical research and development. Continuation or further deterioration of these financial and macroeconomic conditions could significantly harm our sales, profitability, and results of operations.

If we do not achieve, sustain or successfully manage our anticipated growth, our business and growth prospects will be harmed.

We have experienced significant revenue growth in a short period of time. We may not achieve similar growth rates in future periods. Investors should not rely on our operating results for any prior periods as an indication of our future operating performance. If we are unable to maintain adequate revenue growth, our financial results could suffer and our stock price could decline.

Furthermore, growth could place significant strains on our management and our operational and financial systems and processes. For example, the expansion of our direct sales efforts and introductions of new products will require us to hire and retain additional sales and marketing, manufacturing and quality assurance personnel. If we do not successfully forecast the demand for our products or manage our anticipated expenses accordingly, our operating results may be harmed.

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We are dependent on single source suppliers for some of the components and materials used in our products, and the loss of any of these suppliers could harm our business.

We rely on single source suppliers for certain components and materials used in our products. We do not have long term contracts with our suppliers of these components and materials. The loss of the single source suppliers of any of these components and/or materials may require significant time and effort to locate and qualify an alternative source of supply.

Our reliance on single source suppliers and assembly service providers also subjects us to other risks that could harm our business, including the following:

• we may be subject to increased component or assembly costs;

• we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms;

• our suppliers or service providers may make errors in manufacturing or assembly of components that could negatively affect the efficacy of our products or cause delays in shipment of our products; and

• our suppliers or service providers may encounter capacity constraints or financial hardships unrelated to our demand for components or services, which could inhibit their ability to fulfill our orders and meet our requirements.

We have in the past experienced quality control and supply problems with some of our suppliers, such as manufacturing errors, and may again experience problems in the future. We may not be able to quickly establish additional or replacement suppliers, particularly for our single source components or assembly service providers. Any interruption or delay in the supply of components or materials or assembly of our instruments, or our inability to obtain components, materials or assembly services from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers and cause them to cancel orders or switch to competitive products.

Provisions of our debt instruments may restrict our ability to pursue our business strategies.

Our credit facility requires us, and any debt instruments we may enter into in the future may require us, to comply with various covenants that limit our ability to, among other things:

• dispose of assets;

• change our business;

• complete mergers or acquisitions;

• incur indebtedness;

• encumber assets; and

• change our executive management or organizational structure.

These restrictions could inhibit our ability to pursue our business strategies. If we default under our credit facility, and such event of default was not cured or waived, the lenders could terminate commitments to lend and cause all amounts outstanding with respect to the debt to be due and payable immediately, which in turn could result in cross defaults under other debt instruments. Our assets and cash flow may not be sufficient to fully repay borrowings under all of our outstanding debt instruments if some or all of these instruments are accelerated upon a default.

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Our future capital needs are uncertain and we may need to raise additional funds in the future.

We believe that our existing cash, available debt and cash equivalents, including the funds raised in this offering, will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need to raise substantial additional capital to:

• expand the commercialization of our products;

• finance working capital growth;

• fund our operations; and

• further our research and development.

Our future funding requirements will depend on many factors, including:

• market acceptance of our products;

• the cost and timing of establishing additional sales, marketing and distribution capabilities;

• the cost of our research and development activities;

• the cost and timing of regulatory clearances or approvals

• the effect of competing technological and market developments; and

• the extent to which we acquire or invest in businesses, products and technologies, including new licensing arrangements for new products, although we currently have no commitments or agreements to complete any such transactions.

We cannot assure investors that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution.

Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations. Any of these factors could harm our operating results.

Our products could in the future be subject to regulation by the U.S. Food and Drug Administration or other domestic and international regulatory agencies, which could increase our costs and delay our commercialization efforts, thereby materially and adversely affecting our business and results of operations.

Our products are not currently subject to U.S. Food and Drug Administration, or FDA, clearance or approval since they are not intended for use in the diagnosis or treatment of disease. However, in the future, certain of our products or related applications could be subject to FDA regulation, or the FDA’s regulatory jurisdiction could be expanded to include our products. Even where a product is exempted from FDA clearance or approval, the FDA may impose restrictions as to the types of customers to which we can market and sell our products. Such regulation and restrictions may materially and adversely affect our business, financial condition and results of operations.

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Many countries have laws and regulations that could affect our products. The number and scope of these requirements are increasing. Unlike many of our competitors, this is an area where we do not have expertise. We or our other third-party sales and distribution partners, as applicable, may not be able to obtain regulatory approvals in such countries or may incur significant costs in obtaining or maintaining our foreign regulatory approvals. In addition, the export by us of certain of our products that have not yet been cleared for domestic commercial distribution may be subject to FDA or other export restrictions.

Doing business internationally creates operational and financial risks for our business.

Conducting and launching operations on an international scale requires close coordination of activities across multiple jurisdictions and time zones and consumes significant management resources. If we fail to coordinate and manage these activities effectively, our business, financial condition or results of operations could be adversely affected. International sales entail a variety of risks, including:

• required compliance with existing and changing foreign regulatory requirements and laws;

• required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws and anti-competition regulations;

• export or import restrictions;

• laws and business practices favoring local companies;

• longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

• political and economic instability;

• potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers;

• difficulties and costs of staffing and managing foreign operations; and

• difficulties protecting or procuring intellectual property rights.

Failure to comply with these laws may subject us to financial and other penalties in the U.S. and foreign countries that could impact our operations or financial condition.

In addition, in 2013, a meaningful portion of our product revenues originated in China and we intend to expand our business in Asia in the future. Any disruption in our sales and marketing efforts in Asia, whether as a result of changes in the policies of the local government, political unrest or unstable economic conditions in those markets, could have an adverse effect on our business and results of operations.

We could be subject to additional income tax liabilities.

We are subject to income taxes in the United States, including various state jurisdictions, and various foreign jurisdictions. Significant judgment is required in evaluating our worldwide provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are subject to audit in various jurisdictions and such jurisdictions may assess additional income tax against us. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made.

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Our international operations subject us to potential adverse tax consequences.

We generally conduct our international operations through wholly owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.

Movements in foreign currency exchange rates could have an adverse effect on our business, financial condition or results of operations.

Changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Changes in currency exchange rates may also affect the relative prices at which we are able sell products in the same market. Our revenue from international customers may be negatively impacted as increases in the U.S. dollar relative to our international customers local currency could make our products more expensive, impacting our ability to compete. Our costs of materials from international suppliers may increase if in order to continue doing business with us they raise their prices as the value of the U.S. dollar decreases relative to their local currency. Foreign policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations. The recent global financial downturn has led to a high level of volatility in foreign currency exchange rates and that level of volatility may continue, which could adversely affect our business, financial condition or results of operations.

Delivery of our products could be delayed or disrupted by factors beyond our control, and we could lose customers as a result.

We rely on third-party carriers for the timely delivery of our products. As a result, we are subject to carrier disruptions and increased costs that are beyond our control, including employee strikes, inclement weather and increased fuel costs. Any failure to deliver products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers. If our relationship with any of these third-party carriers is terminated or impaired or if any of these third parties is unable to deliver our products, the delivery and acceptance of our products by our customers may be delayed which could harm our business and financial results. Furthermore, if the third-party carriers damage or destroy our instrument, it could take significant time to repair or replace the instrument. In addition, some of our consumable products need to be kept at a constant temperature. If our third-party carriers are not able to maintain those temperatures during shipment, our products may be rendered unusable by our customers. The failure to deliver our products in a timely manner may harm our relationship with our customers, increase our costs and otherwise disrupt our operations.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes and if we undergo an ownership change in connection with or after this offering, our ability to utilize NOLs could be further limited by Section 382 of the Internal Revenue Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code. Our NOLs may also be impaired under similar provisions of state law. We may not be able to utilize a material portion of the NOLs reflected on our balance sheet and for this reason, we have fully reserved against the value of our NOLs on our balance sheet.

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Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which would adversely affect our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales based on our belief that such taxes are not applicable. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes on our fees may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect the results of our operations.

We face risks related to handling of hazardous materials and other regulations governing environmental safety.

Our operations are subject to complex and stringent environmental, health, safety and other governmental laws and regulations that both public officials and private individuals may seek to enforce. Our activities that are subject to these regulations include, among other things, our use of hazardous materials and the generation, transportation and storage of waste. We could discover that we or an acquired business is not in material compliance with these regulations. Existing laws and regulations may also be revised or reinterpreted, or new laws and regulations may become applicable to us, whether retroactively or prospectively, that may have a negative effect on our business and results of operations. It is also impossible to eliminate completely the risk of accidental environmental contamination or injury to individuals. In such an event, we could be liable for any damages that result, which could adversely affect our business.

Our facilities in California are located near known earthquake faults, and the occurrence of an earthquake or other catastrophic disaster could cause damage to our facilities and equipment, which could require us to cease or curtail operations.

Our facilities in the San Francisco Bay Area are located near known earthquake fault zones and are vulnerable to damage from earthquakes. We are also vulnerable to damage from other types of disasters, including fire, floods, power loss, communications failures and similar events. If any disaster were to occur, our ability to operate our business at our facilities would be seriously, or potentially completely, impaired. In addition, the nature of our activities could cause significant delays in our research programs and commercial activities and make it difficult for us to recover from a disaster. The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions. Accordingly, an earthquake or other disaster could materially and adversely harm our ability to conduct business.

Risks Related to Intellectual Property

If we are unable to protect our intellectual property, it may reduce our ability to maintain any technological or competitive advantage over our competitors and potential competitors, and our business may be harmed.

We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. As of February 28, 2014, we owned or exclusively licensed 18 granted U.S. patents and approximately 13 pending U.S. patent applications. We also owned approximately 17 pending patent applications and granted patents outside of the United States. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us, we may lose our technological or competitive advantage, or we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property.

We cannot assure investors that any of our currently pending or future patent applications will result in granted patents, and we cannot predict how long it will take for such patents to be granted. It is possible that, if

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patents are granted to us, others will design around our patented technologies. Further, we cannot assure investors that other parties will not challenge any patents granted to us or that courts or regulatory agencies will hold our patents to be valid or enforceable. We cannot guarantee investors that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of these uncertainties. For example:

• We might not have been the first to make the inventions covered by each of our pending patent applications or granted patents;

• We might not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we may have to participate in interference proceedings or derivation proceedings declared by the United States Patent and Trademark Office that could result in substantial cost to us. No assurance can be given that our patent applications or granted patents will have priority over and other patent or patent application involved in such a proceeding;

• Others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies;

• It is possible that our pending patent applications will not result in granted patents, and even if such pending patent applications grant as patents, they may not provide a basis for intellectual property protection of commercially viable products, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties

• We may not develop additional proprietary products and technologies that are patentable;

• The patents of others may have an adverse effect on our business; and

• We apply for patents covering our products and technologies and uses thereof, as we deem appropriate. However, we may fail to apply for patents on important products and technologies in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions.

To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage of our competitors’ products, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time consuming and expensive.

The measures that we use to protect the security of our intellectual property and other proprietary rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights.

In addition to pursuing patents on our technology, we also rely upon trademarks, trade secrets, copyrights and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. In addition, we take steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time consuming, and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets.

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In addition, competitors could purchase our products and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design around our protected technology or develop their own competitive technologies that fall outside of our intellectual property rights. If our intellectual property does not adequately protect our market share against competitors’ products and methods, our competitive position could be adversely affected, as could our business.

We have not yet registered some of our trademarks in all of our potential markets, and failure to secure those registrations could adversely affect our business.

If we apply to register our trademarks in all of our potential markets, our applications may not be allowed for registration, and our registered trademarks may not be maintained or enforced. In addition, in the U.S. Patent and Trademark Office and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would.

We may be involved in lawsuits to protect or enforce our patents and proprietary rights, to determine the scope, coverage and validity of others’ proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact our business or stock price.

There can be no assurance that we will not infringe the patents or proprietary rights of third parties. We, our collaborators and customers may need to acquire a license related to some aspect of our technology, and there is no assurance that such a license will be available on commercially reasonable terms, if at all. We cannot assure you that the patents or proprietary rights of others will not have an adverse effect on our ability to do business.

We have in the past and may in the future be asked to license the intellectual property rights of third parties, or receive notices of claims of infringement (including direct, indirect, divided, or induced infringement) or misappropriation or misuse of other parties’ proprietary rights. Some of these claims may lead to litigation and substantial costs and/or become a great distraction to management. We cannot assure investors that we will prevail in such actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets, infringement by us of third-party patents and trademarks or other rights, or the validity of our patents, trademarks or other rights, will not be asserted or prosecuted against us.

Litigation may be necessary for us to enforce our patent and proprietary rights or to determine the scope, coverage and validity of the proprietary rights of others. Litigation may be necessary for us to protect our intellectual property rights. Litigation could result in substantial legal fees and could adversely affect the scope of our patent protection, or result in the loss of intellectual property rights. The outcome of any litigation or other proceeding is inherently uncertain and might not be favorable to us, and we might not be able to obtain licenses to technology that we require. Even if such licenses are obtainable, they may not be available at a reasonable cost. We could therefore incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. Further, we could encounter delays in product introductions, or interruptions in product sales, as we develop alternative methods or products. In addition, if we resort to legal proceedings to enforce our intellectual property rights or to determine the validity, scope and coverage of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition.

As we move into new markets and applications for our products, incumbent participants in such markets may assert their patents and other proprietary rights against us as a means of slowing our entry into such markets

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or as a means to extract substantial license and royalty payments from us. Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may provide little or no deterrence or protection. Therefore, our commercial success may depend in part on our non-infringement of the patents or proprietary rights of third parties.

Numerous significant intellectual property issues have been litigated, and will likely continue to be litigated, between existing and new participants in our existing and targeted markets and competitors may assert that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry into or growth in those markets. Third parties may assert that we are employing their proprietary technology without authorization. In addition, our competitors and others may have patents or may in the future obtain patents and claim that use of our products infringes these patents. We could incur substantial costs and divert the attention of our management and technical personnel in defending against any of these claims. Parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products, and could result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties, or be prohibited from selling certain products. We may not be able to obtain these licenses at a reasonable cost, if at all. We could therefore incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. In addition, we could encounter delays in product introductions while we attempt to develop alternative methods or products to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing products, and the prohibition of sale of any of our products could materially affect our ability to grow and gain market acceptance for our products.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.

In addition, our agreements with some of our suppliers, distributors, customers and other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims against us, including the claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify any of these third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, operating results, or financial condition.

Variability in intellectual property laws, between different governing bodies and/or within each governing body over time, may adversely affect our intellectual property position.

Intellectual property laws and regulations differ among countries. The laws of some non-U.S. countries do not protect intellectual property rights to the same extent as the laws of the United States, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

In addition, intellectual property laws, and patent laws and regulations in particular, have been subject to significant variability either through administrative or legislative changes to such laws or regulations or changes

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or differences in judicial interpretation, and it is expected that such variability will continue to occur. Courts frequently render opinions that may affect the patentability of certain inventions or discoveries. Variations in the patent laws and regulations or in interpretations of patent laws and regulations in the United States and other countries may diminish the value of our intellectual property and may change the impact of third-party intellectual property on us. Accordingly, we cannot predict the scope of patents that may be granted to us, the extent to which we will be able to enforce our patents against third parties or the extent to which third parties may be able to enforce their patents against us.

Changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

Many of our employees were previously employed at universities or other life sciences companies, including our competitors or potential competitors. Although no claims against us are currently pending, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. A loss of key research personnel work product could hamper or prevent our ability to commercialize certain potential products, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

Our use of “open source” software could adversely affect our ability to sell our products and subject us to possible litigation.

A portion of our products or technologies developed and/or distributed by us incorporate “open source” software, and we may incorporate open source software into other products or technologies in the future. Some open source software licenses require that we provide specific notices when we distribute such software, make available the source code for the open source software, and/or disclose the source code for any modifications to such open source software that we make and distribute to one or more third parties, and license the source code for such modifications to third parties, including our competitors, at no cost. We monitor the use of open source software in our products to avoid noncompliance with the applicable license requirements and uses in a manner that would require us to disclose or grant licenses under our source code that we wish to maintain as proprietary; however, there can be no assurance that such efforts have been or will be successful. In some circumstances, distribution of our software that includes or is derived from or linked with open source software could require that we disclose and license some or all of our proprietary source code in that software, which could include permitting the use of such software and source code at no cost to the user. Open source license terms are often ambiguous, and there is little legal precedent governing the interpretation of these licenses. Successful claims made by the licensors of open source software that we have violated the terms of these licenses could result in unanticipated obligations including being subject to significant damages, being required to change the way in which our products use such open source software or to replace such open source software in our products entirely, being enjoined from distributing products that incorporate open source software, and being required to make available our proprietary source code pursuant to an open source license, which could substantially help our competitors develop products that are similar to or better than ours and otherwise adversely affect our business.

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Risks Related to Our Common Stock and This Offering

The price of our common stock may be volatile, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for our common stock and the trading price of our common stock is likely to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following:

• actual or anticipated quarterly variation in our results of operations or the results of our competitors;

• announcements or communications by us or our competitors relating to, among other things, new commercial products, technological advances, significant contracts, commercial relationships, capital commitments, acquisitions or sales of businesses, and/or misperceptions in or speculation by the market regarding such announcements or communications;

• issuance of new or changed securities analysts’ reports or recommendations for our stock;

• developments or disputes concerning our intellectual property or other proprietary rights;

• commencement of, or our involvement in, litigation;

• failure to complete significant sales;

• manufacturing disruptions that could occur if we were unable to successfully expand our production in our current or an alternative facility;

• any future sales of our common stock or other securities in connection with raising additional capital or otherwise;

• exercise of our outstanding warrants and sales of the underlying shares;

• expiration of contractual lock-up agreements;

• any major change to the composition of our board of directors or management; and

• general economic conditions and slow or negative growth of our markets.

The stock market in general, and market prices for the securities of technology-based companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In several recent situations where the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

An active trading market for our common stock may not be sustained.

Prior to this offering, there has been no public market for our common stock. Although we intend to apply to list our common stock on the NASDAQ Global Select Market, the market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, you may not be able to sell your shares quickly or at the market price. The initial public offering price for the shares may not be indicative of prices that will prevail in the trading market.

If securities or industry analysts publish unfavorable research about our business or cease to cover our business, our stock price and trading volume could decline.

The trading market for our common stock may rely, in part, on the research and reports that equity research analysts publish about us and our business. We do not have any control of the analysts or the content and

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opinions included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. These sales may result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders. Pursuant to the terms of our 2014 Equity Incentive Plan, or the 2014 Plan, our management is authorized to grant stock options and other equity-based awards to our employees, directors and consultants. The number of shares available for future grant under the 2014 Plan will automatically increase each year by     % of all shares of our capital stock outstanding as of December 31 of the prior calendar year, subject to the ability of our board of directors to take action to reduce the size of the increase in any given year. Currently, we plan to register the increased number of shares available for issuance under the 2014 Plan each year. If our board of directors elects to increase the number of shares available for future grant by the maximum amount each year, our stockholders may experience additional dilution, which could cause our stock price to fall.

Our stock price could also decline as a result of sales of a large number of shares of our common stock after this offering or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We currently have outstanding warrants to purchase more than 33 million shares of our common stock at a weighted-average exercise price of $0.11 per share (as described in the section of this prospectus entitled “Description of Capital Stock—Warrants”). Exercise of these warrants will result in additional dilution and may cause our stock price to decline.

Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for at least 180 days from the date of this prospectus. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. Subject to certain limitations, including sales volume limitations with respect to shares held by our affiliates, substantially all of our outstanding shares prior to this offering will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section of this prospectus entitled “Shares Eligible for Future Sale.” In addition, shares issued or issuable upon exercise of options and warrants vested as of the expiration of the lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could have a material adverse effect on the trading price of our common stock.

Holders of approximately 111.2 million shares (including shares underlying outstanding warrants) have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We have also registered the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

Our principal stockholders and management own a significant percentage of our stock and will be able to exercise significant influence over matters subject to stockholder approval.

Our executive officers, directors and principal stockholders, together with their respective affiliates, beneficially owned approximately 77.8% of our outstanding common stock as of March 1, 2014, and we

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expect that upon completion of this offering, that same group will beneficially own approximately     % of our outstanding common stock (assuming no exercise of the underwriters’ over-allotment option). Accordingly, after this offering, our executive officers, directors and principal stockholders will effectively be able to determine the composition of the board of directors, approve all matters requiring stockholder approval and continue to have significant influence over our operations. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material adverse effect on our stock price and may prevent attempts by our stockholders to replace or remove the board of directors or management.

Our management team has broad discretion to use the net proceeds from this offering and its investment of these proceeds may not yield a favorable return. We may invest the proceeds of this offering in ways with which investors disagree.

We have broad discretion as to how to spend and invest the proceeds from this offering, and we may spend or invest these proceeds in a way with which our stockholders disagree. Accordingly, investors will need to rely on our judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering to expand direct distribution, develop and market new products, expand manufacturing capacity and for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire, license and invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. These uses may not yield a favorable return to our stockholders.

We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors, including the revenue generated from the sale of our products. Accordingly, we will have broad discretion in using these proceeds. In addition, until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us difficult, limit attempts by our stockholders to replace or remove our current management and board of directors and limit our stock price.

Provisions of our certificate of incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our stock. Among other things, the certificate of incorporation and bylaws:

• permit the board of directors to issue up to              shares of preferred stock, with any rights, preferences and privileges as they may designate;

• provide that the authorized number of directors may be changed only by resolution of the board of directors;

• provide that all vacancies, including newly-created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

• divide the board of directors into three classes;

• provide that a director may only be removed from the board of directors by the stockholders for cause;

• require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be taken by written consent;

• provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and meet specific requirements as to the form and content of a stockholder’s notice;

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• prevent cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);

• provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer or by the board of directors; and

• provide that stockholders are permitted to amend the bylaws only upon receiving at least two-thirds of the total votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until                     , 2019, although, if we have more than $1.0 billion in annual revenue, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that five-year period, we would cease to be an “emerging growth company” as of the following December 31. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, and particularly after we cease to be an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the

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Sarbanes-Oxley Act and rules subsequently implemented by the SEC and the NASDAQ Global Select Market impose numerous requirements on public companies, including requiring changes in corporate governance practices. Also, the Securities Exchange Act of 1934 requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

These burdens may increase as new legislation is passed and implemented, including any new requirements that the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, may impose on public companies. These requirements have increased and will continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time consuming and costly. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.

Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact (in ways we cannot currently anticipate) the manner in which we operate our business. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and in the future we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning January 1, 2015, Section 404 of the Sarbanes-Oxley Act requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. As an “emerging growth company,” we expect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. However, we may no longer avail ourselves of this exemption when we cease to be an “emerging growth company.” When our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting, the cost of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404 of the Sarbanes-Oxley Act, any failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our operations, financial reporting, or financial results and could result in an adverse opinion on our internal control over financial reporting from our independent registered public accounting firm.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted book value (deficit) per share of our tangible assets after subtracting our liabilities. As a

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result, investors purchasing common stock in this offering will incur immediate dilution of $         per share, based on the initial public offering price of $         per share and our pro forma as adjusted net tangible book value as of December 31, 2013. For more information on the dilution you may suffer as a result of investing in this offering, see the section of this prospectus captioned “Dilution.”

This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering, and the exercise of stock options granted to our employees. In addition, as of March 1, 2014, options to purchase 5,319,460 shares of our common stock at a weighted average exercise price of $0.12 per share were outstanding. The exercise of any of these options would result in additional dilution. As a result of the dilution to investors purchasing shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. Additionally, under our credit facility agreement, we are restricted from paying cash dividends on our capital stock. We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Compliance with government regulations regarding the use of “conflict minerals” may result in additional expense and affect our operations.

The SEC recently adopted a final rule to implement Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which imposes new disclosure requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries. These minerals include tantalum, tin, gold and tungsten. The new requirements will require due diligence efforts on our part when we are a public company, and we will also be subject to certain initial disclosure requirements. We may incur significant costs associated with complying with the new disclosure requirements, including but not limited to costs related to determining which of our products may be subject to the new rules and the source of any “conflict minerals” used in those products. Additionally, implementing the new requirements could adversely affect the sourcing, supply and pricing of materials used in the manufacture of our products. We may also face reputational challenges if we are unable to verify through our compliance procedures the origins for all metals used in our products.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our ability to penetrate the market for our Simple Western products;

• our expectations regarding the development and expansion of our business;

• our expectations regarding our results of operations and financial condition;

• the successful consolidation of our California facilities;

• our ability to manufacture sufficient quantities of our Biologics products with sufficient quality;

• our ability to expand our business into new geographic markets;

• the continued availability of our manufacturing facilities and our ability to manufacture our instruments and consumables in sufficient quantity;

• our ability to achieve and sustain sufficient market acceptance of our products;

• our ability to retain and hire necessary employees and staff our operations appropriately;

• our ability to compete in our rapidly evolving market;

• our anticipated strategies for growth and sources of new revenue;

• our ability to effectively integrate any products and services we may introduce or acquire, into our business;

• our liquidity and working capital requirements;

• the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;

• our need to obtain future funding on acceptable terms or at all; and

• our ability to obtain, maintain and protect the intellectual property rights necessary to conduct our business and to operate without infringing or violating the intellectual property rights of others.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not occur.

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You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, including BioInformatics, LLC, EvaluatePharma, MarketsandMarkets and Strategic Directions International, Inc., and is subject to a number of assumptions and limitations. Although we are responsible for all of the disclosure contained in this prospectus and we believe the information from industry publications and other third-party sources included in this prospectus is reliable, such information is inherently imprecise. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. The content of these sources, except to the extent specifically set forth in this prospectus, do not constitute a portion of this prospectus and are not incorporated herein.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares of common stock that we are offering will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, the net proceeds to us by approximately $         million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $         million. See section of this prospectus entitled “Underwriting.”

We currently expect to use the net proceeds from the offering for working capital, capital expenditures and other general corporate purposes, which may include the acquisition of other products, businesses or technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

We have not yet determined our anticipated expenditures and therefore cannot estimate the amounts to be used for each of the purposes discussed above. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these net proceeds.

Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. The goal with respect to the investment of these net proceeds will be capital preservation and liquidity so that these funds are readily available to fund our operations.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends after the offering or for the foreseeable future. Additionally, under our credit facility agreement, we are restricted from paying cash dividends on our capital stock. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2013 on:

• an actual basis;

• a pro forma basis after giving effect to:

• the conversion of the outstanding shares of our convertible preferred stock into an aggregate of 77,955,246 shares of our common stock, which will occur immediately prior to the completion of this offering; and

• the conversion of our outstanding warrant to purchase shares of our convertible preferred stock into a warrant to purchase 30,000 shares of our common stock and the resultant reclassification of our warrant liability to stockholders’ equity (deficit); and

• the filing of our amended and restated certificate of incorporation; and

• a pro forma as adjusted basis to give further effect to the sale by us of shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the range listed on the cover page of this prospectus, and our receipt of the estimated net proceeds from that sale after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other final terms of the offering. You should read this table together with the sections of this prospectus entitled “Selected Consolidated Financial Data,” “Description of Capital Stock” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2013
	Actual			Pro forma			Pro forma as adjusted(1)
	(in thousands, except share data)
				(unaudited)
Cash and cash equivalents	$	12,160		$	12,160		$
Warrant liability		14			—
Long term debt		3,677			3,677
Convertible preferred stock, $0.0001 par value; 78,835,246 shares authorized, 77,955,246 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		107,708			—			—
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value;                 shares authorized, no shares issued and outstanding, actual;                 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—			—
Common stock, $0.0001 par value; 160,000,000 shares authorized, 22,138,223 shares issued and outstanding, actual;                 shares authorized, pro forma and pro forma as adjusted; 100,093,469 shares issued and outstanding, pro forma;                 shares issued and outstanding, pro forma as adjusted		1			10
Additional paid-in capital		3,728			111,441
Accumulated other comprehensive loss		(707	)		(707	)
Accumulated deficit		(67,645	)		(67,645	)
Total stockholders’ equity (deficit)		(64,623	)		43,099
Total capitalization	$	46,776		$	46,776		$

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) each of cash and cash equivalents, working capital and total assets by $         and decrease (increase) total stockholders’ deficit by $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting underwriting

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discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 1,000,000 shares that we are offering would increase (decrease) each of pro forma as adjusted cash and cash equivalents, working capital, total assets by approximately $         and decrease stockholders’ deficit by approximately $        , assuming the assumed initial public offering price per share, as set forth on the cover page of this prospectus, remains the same. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price, number of shares offered and other terms of this offering determined at pricing.

The outstanding share information in the table above excludes, as of December 31, 2013, the following shares:

• 3,541,043 shares issuable upon the exercise of stock options outstanding as of December 31, 2013 with a weighted-average exercise price of $0.10 per share;

• 1,860,500 shares issuable upon the exercise of stock options granted after December 31, 2013 with a weighted-average exercise price of $0.15 per share;

• 496,193 shares reserved for issuance under our 2013 Equity Incentive Plan as of December 31, 2013, which shares will become available for future issuance under our 2014 Equity Incentive Plan in connection with this offering;

•                 shares reserved for issuance under our 2014 Equity Incentive Plan and                 shares reserved for future issuance under our 2014 Employee Stock Purchase Plan, which plans will become effective in connection with this offering;

• 30,000 shares of common stock issuable upon the exercise of warrants to purchase convertible preferred stock outstanding as of December 31, 2013 with an exercise price of $1.50 per share; and

• 33,209,251 shares of common stock issuable upon the exercise of warrants to purchase common stock outstanding as of December 31, 2013 with a weighted-average exercise price of $0.11 per share.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after the completion of this offering.

As of December 31, 2013, our net tangible book value was approximately $4.6 million, or $0.05 per share of common stock. Our net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of December 31, 2013, assuming the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 77,955,246 shares of common stock.

After giving effect to our sale in this offering of                 shares of our common stock, at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of December 31, 2013 would have been approximately $         million, or $         per share of our common stock. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution of $         per share to investors purchasing shares in this offering.

The following table illustrates this dilution:

Assumed initial public offering price per share			$
Pro forma net tangible book value per share at December 31, 2013	$	0.05
Pro forma increase per share attributable to new investors
Pro forma as adjusted net tangible book value per share after giving effect to this offering
Dilution in net tangible book value per share to new investors			$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range listed on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $        , the pro forma as adjusted net tangible book value per share by $         per share and the dilution per share to new investors in this offering by $        , or $         if the underwriters exercise their option to purchase additional shares in full, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us. Similarly, each increase or decrease of 1,000,000 shares in the number of shares of common stock offered by us would increase or decrease the pro forma as adjusted net tangible book value by approximately $         per share and the dilution to new investors by $         per share, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of December 31, 2013:

• the total number of shares of common stock purchased from us by our existing stockholders and by new investors purchasing shares in this offering;

• the total consideration paid to us by our existing stockholders and by new investors purchasing shares in this offering, assuming an initial public offering of $         per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus (before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering); and

• the average price per share paid by existing stockholders and by new investors purchasing shares in this offering.

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	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders		100,093,469			%	$	111,894,828		%		$	1.12
New investors
Total				100	%	$			100	%	$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by existing stockholders, total consideration paid by new investors and the average price per share by $                , $         and $        , respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and without deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

To the extent that any outstanding options are exercised, investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise their option in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding upon the completion of this offering.

The tables and calculations above are based on 100,093,469 shares of common stock outstanding as of December 31, 2013, including 3,149,750 shares issued pursuant to early exercise of stock options that are subject to repurchase as of that date, and excludes the following shares:

• 3,541,043 shares issuable upon the exercise of stock options outstanding as of December 31, 2013 with a weighted-average exercise price of $0.10 per share;

• 1,860,500 shares issuable upon the exercise of stock options granted after December 31, 2013 with a weighted-average exercise price of $0.15 per share;

• 496,193 shares reserved for issuance under our 2013 Equity Incentive Plan as of December 31, 2013, which shares will become available for future issuance under our 2014 Equity Incentive Plan in connection with this offering;

•             shares reserved for issuance under our 2014 Equity Incentive Plan and             shares reserved for future issuance under our 2014 Employee Stock Purchase Plan, which plans will become effective in connection with this offering;

• 30,000 shares of common stock issuable upon the exercise of a warrant to purchase convertible preferred stock outstanding as of December 31, 2013 with an exercise price of $1.50 per share; and

• 33,209,251 shares of common stock issuable upon the exercise of warrants to purchase common stock outstanding as of December 31, 2013 with a weighted-average exercise price of $0.11 per share.

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SELECTED CONSOLIDATED FINANCIAL DATA

We have derived the following selected consolidated statements of operations data for the years ended December 31, 2012 and 2013 and consolidated balance sheet data as of December 31, 2012 and 2013 from our audited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated financial data on the same basis as the audited consolidated financial statements included elsewhere in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustment that we consider necessary for a fair presentation of this data. The selected consolidated financial data set forth below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the financial statements and related notes included elsewhere in this prospectus.

	Year ended December 31,
	2012			2013
	(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Revenue	$	40,301		$	51,099
Cost of goods sold(1)		15,081			16,709
Gross profit		25,220			34,390
Operating expenses:
Research and development(1)		6,372			6,480
Selling, general and administrative(1)		22,820			26,094
Total operating expenses		29,192			32,574
Income (loss) from operations		(3,972	)		1,816
Interest and other expense (net):
Interest and other income		367			465
Interest and other expense		(588	)		(644	)
Total interest and other expense, net		(221	)		(179	)
Tax provision		200			618
Net income (loss)	$	(4,393	)	$	1,019
Net income (loss) attributable to common stockholders	$	(4,393	)	$	—
Net income (loss) per share attributable to common stockholders(2):
Basic	$	(0.73	)	$	0.00
Diluted	$	(0.73	)	$	0.00
Weighted-average shares outstanding used to calculate net income (loss) per share attributable to common stockholders:
Basic		6,020			7,359
Diluted		6,020			14,780
Pro forma net income per share (unaudited)
Basic				$	0.01
Diluted				$	0.01
Weighted-average shares outstanding used to calculate pro forma net income per share (unaudited)(3)
Basic					85,314
Diluted					92,735

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(1) Includes stock-based compensation expense as follows:

	Year ended December 31,
	2012		2013
	(in thousands)
Cost of goods sold	$	6	$	5
Research and development		28		75
Selling, general and administrative		169		597

(2) Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of our common stock outstanding during the period, less the weighted-average unvested shares of common stock subject to repurchase.

(3) Pro forma basic and diluted net income per share is computed by dividing net income by the weighted-average shares outstanding assuming the conversion of all our convertible preferred stock to common stock as of its issuance date.

	As of December 31,
	2012			2013
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	4,715		$	12,160
Working capital		5,500			8,927
Total assets		63,838			68,881
Total debt		11,891			14,341
Convertible preferred stock		107,708			107,708
Total stockholders’ deficit		(65,955	)		(64,623	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

Our goal is simply to help researchers gain a better understanding of proteins and their role in disease. We develop and commercialize proprietary systems and consumables for protein analysis that ultimately help reveal new insights into the true nature of proteins. Our comprehensive portfolio of tools includes Simple Western systems that provide fresh insight into protein expression and Biologics systems that probe the structure and purity of protein-based therapeutics.

Our Simple Western platform is a complete reinvention of the Western blot that we believe is a historic breakthrough for protein research. Our Simple Western automates the entire assay workflow and transforms the Western into an analytical tool, enabling researchers to determine precisely how much of a specific protein exists in a given sample. We have sold more than 300 Simple Western systems to more than 200 customers around the world.

We have two platforms in our Biologics tools portfolio, iCE and Micro-Flow Imaging, or MFI. Our iCE platform allows researchers to interrogate the identity and purity of biologics. Our MFI system allows researchers to image and measure particles and protein aggregates in biologics. We have sold more than 900 of our Biologics systems to over 200 customers around the world.

We also offer a full line of digital imagers, used by many researchers for the primary purposes of imaging gels and Western blots. Imagers offer these modes either individually or together to address applications ranging from simple colorimetric gel analysis to three color fluorescence multiplex blot analysis.

Product development is one of our core competencies and we have launched 14 new products in just over four years, including key products such as:

• MFI 5000 Series in the second quarter of 2011

• iCE3 in the fourth quarter of 2011

• Simon in the fourth quarter of 2011

• Sally in the second quarter of 2012

• Peggy in the fourth quarter of 2012

• Sally Sue in the first quarter of 2014

• Peggy Sue in the first quarter of 2014

• Wes in the first quarter of 2014

We primarily sell our products directly to biopharma, academic and government researchers, but we do utilize distributors and sub-dealers with certain product lines in certain geographies. In North America, we sell all of our products through direct channels. In Europe, we sell our Simple Western and Biologic products directly to

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customers and engage distributors to sell our Imaging products. In China and Japan, we have a direct sales force that works with sub-dealers on all product lines. We have sold more than 1,200 systems to nearly 400 customers globally in our Simple Western and Biologics platforms and have more than 14,000 systems installed around the world. We have grown our revenue from $33.8 million in 2011 to $40.3 million in 2012 and $51.1 million in 2013.

In 2013, approximately 92% of our revenue came from our direct selling efforts and 43% of our revenue came from outside of the United States. In 2013, 85% of our revenue came from biopharma customers and 33% came from recurring sources. Our gross margins have expanded from 58.8% in 2011 to 62.6% in 2012 and 67.3% in 2013. We incurred net losses of $11.2 million and $4.4 million in 2011 and 2012, respectively, and generated net income of $1.0 million in 2013.

Critical Accounting Policies, Significant Judgments and Estimates

Our consolidated financial statements and the related notes included elsewhere in this prospectus are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates may occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other significant accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. Our significant accounting policies are more fully described in Note 2 of the notes to our audited consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

A majority of our revenue is derived from the sale of instruments to end-users with a one-year warranty. Other revenue is primarily derived from the sale of consumables and extended warranty contracts.

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. No right of return exists for our products except in the case of damaged goods. We have not experienced any significant returns of our products. Shipping and handling costs are expensed as incurred and included in cost of sales. In those cases where we bill shipping and handling costs to customers, the amounts billed are classified as revenue.

Revenue for product sales is recognized generally upon shipment and transfer of title to the customer, provided all other criteria for revenue recognition are met. Revenue for extended warranty contracts is recognized ratably over the agreement period, which is generally one to two years.

For multiple element arrangements the total consideration for an arrangement is allocated among the separate elements in the arrangement based on a selling price hierarchy. The selling price hierarchy for a deliverable is based on: 1) vendor specific objective evidence, or VSOE, if available; 2) third party evidence of selling price if VSOE is not available; or 3) an estimated selling price, if neither VSOE nor third party evidence is available. Estimated selling price is our best estimate of the selling price of an element in a transaction. We limit the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services or other future performance obligations. We recognize revenue for delivered elements only when we determine there are no uncertainties regarding customer acceptance.

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Advance payments received in excess of amounts earned, such as funds received in advance of products to be delivered or services to be performed, are classified as deferred revenue until earned.

Changes in judgments and estimates regarding application of these revenue recognition guidelines as well as changes in facts and circumstances could result in a change in the timing or amount of revenue recognized in future periods.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations.

In determining fair value of the stock-based compensation payments, we use the Black-Scholes-Merton model and a single option award approach, which requires the input of subjective assumptions. These assumptions include: fair value of the common stock, estimating the length of time employees will retain their vested stock options before exercising them (expected term), the estimated volatility of our common stock price over the expected term (expected volatility), the risk-free interest rate (interest rate), expected dividends and the number of shares subject to options that will ultimately not complete their vesting requirements (forfeitures). Changes in these assumptions can materially affect the estimate of the fair value of stock-based compensation.

Given the absence of a public trading market, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved. The factors included, but were not limited to:

• the contemporaneous valuations of our common stock by an unrelated third party;

• the prices at which we sold shares of our convertible preferred stock sold to outside investors in arms-length transactions;

• the rights, preferences and privileges of our convertible preferred stock relative to those of our common stock;

• the rights of freestanding warrants;

• our results of operations, financial position and capital resources;

• current business conditions and projections;

• the lack of marketability of our common stock;

• the hiring of key personnel and the experience of our management;

• the introduction of new products;

• the risk inherent in the development and expansion of our products;

• our stage of development and material risks related to our business;

• the fact that the option grants involve illiquid securities in a private company; and

• the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company in light of prevailing market conditions.

For valuations after the completion of this initial public offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the NASDAQ Global Select Market on the date of grant.

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Based on an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, the intrinsic value of stock options outstanding at December 31, 2013 was $         million, of which $         million and $         million related to stock options that were vested and unvested, respectively, at that date.

Two valuation approaches were used to estimate enterprise value: the income approach and the option-pricing model, or OPM, back solve approach. The income approach values a business based upon the future benefits that will accrue to it, with the value of the future economic benefits discounted back to a present value at an appropriate discount rate. The discounted cash flow analysis forecasts future revenues and free cash flow, or net operating profit after tax from continuing operations, associated with those revenues. The OPM back solve approach calculates the implied enterprise value based on recent sales of the company’s securities.

To estimate the fair value per share of our common stock, we utilized the OPM to allocate the equity value based on the preferences and priorities of the preferred and common stock. We then applied a discount for lack of marketability to the common stock to account for the lack of access to an active public market.

The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceed the value of the preferred stock liquidation preference at the time of a liquidity event, such as a strategic sale, merger or initial public offering. The common stock is modeled as a call option on the underlying equity value at a predetermined exercise price. In the model, the exercise price is based on a comparison with the total equity value rather than, as in the case of a regular call option, a comparison with a per share stock price. Thus, common stock is considered to be a call option with a claim on the enterprise at an exercise price equal to the remaining value immediately after the preferred stock liquidation preference is paid. The OPM uses the Black-Scholes-Merton option-pricing model to price the call options. This model defines the securities’ fair values as functions of the current fair value of a company and uses assumptions such as the anticipated timing of a potential liquidity event and the estimated volatility of the equity securities. The aggregate value of the common stock derived from the OPM is then divided by the number of shares of common stock outstanding to arrive at the estimated fair value per share.

Goodwill and Intangible Assets

We review our intangible assets for impairment and conduct the impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. If the carrying value exceeds our estimate of future undiscounted cash flows, an impairment value is calculated as the excess of the carrying value of the asset over our estimate of its fair market value. Events or circumstances which could trigger an impairment review include a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition, significant changes in our use of acquired assets, our overall business strategy, or significant negative industry or economic trends.

During the fourth quarter of 2013, based on the impairment testing described above, we determined that one of our developed technology intangible assets was not recoverable as the technology was no longer projected to be utilized in future product offerings and thus projected cash flows did not exceed carrying value. The technology and other related tangible assets were considered to be fully impaired and the balances were written down to zero. We recorded impairment charges of $0.7 million into selling, general and administrative expenses for the year ended December 31, 2013. There were no such impairment charges in 2012.

Goodwill is tested for impairment at a minimum on an annual basis and at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. We are organized in one operating segment, which also represents

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the sole reporting unit. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair value of the reporting unit is estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill in the fourth quarters of 2013 and 2012. As a result of these tests, we determined that no adjustment to the carrying value of goodwill was required.

Inventory and Warranty Provisions

We maintain provisions for inventory obsolescence and warranty costs that we believe are reasonable and that are based on our historical experience and current expectations for future performance. The inventory provision is established using our estimate of the potential future obsolescence or excess inventory. A substantial decrease in demand for our products or the introduction of new products could lead to excess inventories and could require us to increase our provision for inventory obsolescence. Our current estimates and assumptions are consistent with prior periods. In the past, there have not been significant adjustments of the actual results to our estimates.

We warrant our systems to be free from defects for a period of generally 12 months from the date of sale and our disposable products to be free from defects, when handled according to product specifications, for the stated life of such products. Accordingly, a provision for the estimated cost of warranty repair or replacement is recorded at the time revenue is recognized. Our warranty provision is established using our estimate of future failure rates and of the future costs of repairing any system failures during the warranty period or replacing any disposable products with defects. Significant increases in the failure rates of our products could lead to increased warranty costs and require us to increase our warranty provision.

Results of Operations

The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenue for each of the periods indicated (in thousands):

	Year ended December 31,
	2012			2013
Consolidated Statements of Operations Data:
Revenue	$	40,301		$	51,099
Cost of goods sold		15,081			16,709
Gross profit		25,220			34,390
Operating expenses:
Research and development		6,372			6,480
Selling, general and administrative		22,820			26,094
Total operating expenses		29,192			32,574
Income (loss) from operations		(3,972	)		1,816
Interest and other expense (net):
Interest and other income		367			465
Interest and other expense		(588	)		(644	)
Total interest and other expense, net		(221	)		(179	)
Tax provision		200			618
Net income (loss)	$	(4,393	)	$	1,019

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	Year ended December  31,
	2012			2013
	(percentages of revenue)
Revenue		100	%		100	%
Cost of goods sold		37	%		33	%
Gross margin		63	%		67	%
Operating expenses:
Research and development		16	%		13	%
Selling, general and administrative		57	%		51	%
Total operating expenses		72	%		64	%
Operating margin		(10	)%		4	%
Interest and other expense (net):
Interest and other income		1	%		1	%
Interest and other expense		(1	)%		(1	)%
Total interest and other expense, net		—	%		—	%
Tax provision		—	%		1	%
Net income (loss)		(11	)%		2	%

Revenue

We primarily generate revenue from sales of instrumentation systems and related consumables and reagents. Our customers include biopharma, academic and government researchers.

Cost of Goods Sold

Cost of goods sold for manufactured components consists of raw material part costs and associated freight, shipping and handling costs, contract manufacturer costs, personnel costs, yield loss, stock-based compensation, overhead and other direct costs related to those sales recognized as product revenue in the period.

Research and Development

Research and development costs consist of salaries, employee benefits, research supplies, materials for prototypes and allocated overhead costs that include facility and other overhead costs. We have made substantial investments in research and development since our inception. Our research and development efforts have focused primarily on the tasks required to enhance our technologies and to support development and commercialization of new and existing products.

Selling, General and Administrative

Selling, general and administrative expense consists primarily of personnel costs for our sales and marketing, finance, legal, human resources and general management, as well as professional services, such as legal and accounting services.

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Comparison of Years Ended December 31, 2012 and December 31, 2013

The following table presents our revenue for each period presented (in thousands).

	Year ended December 31,
	2012		2013
Revenue	$	40,301	$	51,099

Revenue

Revenue increased $10.8 million, or 27%, to $51.1 million for 2013 as compared to $40.3 million for 2012. The increase was primarily due to increased sales of instruments, consumables and service within our Simple Western and Biologics product lines, partially offset by a decline in sales of our Imaging products. We expect sales of our Imaging products to continue to decline as we emphasize sales of our Simple Western products as a more complete solution for our customers.

Cost of Goods Sold

The following table presents our cost of goods sold and gross margin for each period presented (in thousands).

	Year ended December 31,
	2012		2013
Cost of goods sold	$	15,081	$	16,709
Gross margin		62.6%		67.3%

Cost of goods sold increased $1.6 million, or 11%, to $16.7 million for 2013 compared to $15.1 million for 2012 primarily due to increases in sales of our Simple Western and Biologics products, partially offset by a decrease in sales of our Imaging products. Gross margin was 67.3% in 2013 as compared to 62.6% in 2012. The increase was primarily due to the mix of products sold as a greater number of higher margin products were sold during 2013. We expect gross margin to remain relatively flat in the near future.

Operating Expenses

The following table presents our operating expenses for each period presented (in thousands):

	Year ended December 31,
	2012		2013
Research and development	$	6,372	$	6,480
Selling, general and administrative		22,820		26,094
Total operating expenses	$	29,192	$	32,574

Research and Development

Research and development expense was essentially flat in 2013 compared to 2012. We expect research and development expense to stay relatively flat as a percentage of revenue.

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Selling, General and Administrative

Selling, general and administrative expense increased $3.3 million, or 14%, to $26.1 million for 2013 compared to $22.8 million for 2012. The increase was primarily due to an increase in compensation related costs of approximately $1.6 million as we added 15 employees to support our growth. In addition, we recognized an impairment charge of $0.7 million as we determined that one of our developed technology intangible assets was not recoverable as the technology was no longer projected to be utilized in future product offerings and thus projected cash flows did not exceed carrying value.

Interest and Other Expense, Net

The following table presents our interest and other expense and interest and other income for each period presented (in thousands):

	Year ended December 31,
	2012			2013
Interest and other income	$	367		$	465
Interest and other expense		(588	)		(644	)
Total interest and other expense, net	$	(221	)	$	(179	)

Interest and other income increased by $98,000, or 27%, to $465,000 for 2013 compared to $367,000 for 2012. The increase in interest and other income is primarily related to foreign currency gains on transactions denominated in other currencies of $464,000 partially offset by the reversal of the liability related to one of our preferred stock warrants that expired unexercised and the release of a liability related to a prior acquisition resulting in one-time gains in 2012 of approximately $184,000 and $175,000, respectively.

Interest and other expense increased $56,000, or 10%, to $644,000 for 2013 compared to $588,000 for 2012 due primarily to the interest expense on increased amounts outstanding under our outstanding loan and credit facilities.

Tax provision

For 2013, income tax expense was $618,000, for an effective tax rate of 38%. Substantially all of the tax expense relates to income taxes on the Company’s operations in Canada. The Company recorded $24,000 and $16,000 of U.S. federal and state tax benefits, respectively, primarily as a result of a reduction in the Company’s deferred tax liabilities related to indefinite-lived intangible assets, partially offset by $13,000 of state minimum taxes.

For 2012, income tax expense was $200,000, for an effective tax rate of negative 5%. Substantially all of the tax expense relates to income taxes on the Company’s operations in Canada. Because of the valuation allowance for U.S. federal and state tax purposes, the Company did not record any federal income tax expense in 2012 and only $11,000 of U.S. state tax expense, primarily state minimum taxes.

Liquidity and Capital Resources

The following table presents our cash flow summary for each period presented (in thousands):

	Year ended December 31,
	2012			2013
Net cash (used in) provided by operating activities	$	(3,448	)	$	6,557
Net cash used in investing activities		(148	)		(1,430	)
Net cash provided by financing activities		3,282			2,652
Effect of exchange rate changes on cash and cash equivalents		23			(334	)
Net increase (decrease) in cash and cash equivalents	$	(291	)	$	7,445

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Sources of Liquidity

As of December 31, 2013, we had $12.2 million of cash and cash equivalents compared to $4.7 million as of December 31, 2012. As of December 31, 2013, our working capital totaled $8.9 million. Since our inception, we have principally funded our operations through issuances of convertible preferred stock, which have provided us with aggregate net proceeds of $107.7 million. We have also received significant funding in the form of loans and credit facilities. As of December 31, 2013, we had total debt of $14.3 million and an accumulated deficit of $67.6 million.

In 2012, we entered into a Loan and Security Agreement, or Loan Agreement, with Comerica Bank for a credit line comprised of three facilities: a Term Loan, a Revolving Domestic Credit Facility and a Revolving Export Credit Facility. We have amended the Loan Agreement subsequently to increase the amounts available under the various facilities. Loan fees of $0.4 million with respect to these facilities are due beginning in March 2014. As of December 31, 2013, the total available credit facility was $15.0 million and $14.3 million was outstanding. The Loan Agreement contains various covenants that limit our ability to engage in specified types of transactions. We were in compliance with all such covenants as of December 31, 2013.

As of December 31, 2013, the Term Loan was $6.0 million with an interest-only period through 2013. The Term Loan was to be repaid in 31 equal payments beginning in January 2014. The interest rate on the Term Loan is fixed at 3.00%.

At December 31, 2013, the amount available to draw under the Revolving Domestic Credit Facility was $7.0 million and can be drawn upon through March 1, 2015 with no requisite utilization of the facility. Advances under the Revolving Domestic Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. The Revolving Domestic Credit Facility contained a non-formula availability of $2.0 million. Repayment is interest only on a monthly basis, with principal due at maturity. The interest rate on the Revolving Domestic Credit Facility is floating at the lender’s Prime plus 1.00%. At December 31, 2013, we owed principal on this facility of $6.4 million, with interest of 4.25% per annum.

At December 31, 2013, the amount available to draw under the Revolving Export Credit Facility was $2.0 million and can be drawn upon through March 1, 2015, with no requisite utilization of the facility. Advances under the Revolving Export Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. Repayment is interest only on a monthly basis, with principal due at maturity. The interest rate on the Revolving Export Credit Facility is floating at the lender’s Prime plus 0.50%. At December 31, 2013, we owed principal on this facility of $1.9 million, with interest of 3.75% per annum.

In March 2014, the Term Loan was increased to $10.0 million, the Revolving Domestic Credit Facility was increased to $8.0 million and the related non-formula availability of $2.0 million was removed. The Revolving Export Credit Facility remained at $2.0 million. The total credit facility increased from $15.0 million to $20.0 million. An additional loan fee of $0.3 million was added as a result of this amendment, due in March 2018, upon completion of principal pay-down. The interest only period of the Term Loan was extended to March 31, 2015. The interest rate on the Revolving Domestic Credit Facility was decreased to 4.0% per annum. The Revolving Domestic and Export Credit Facilities now expire in March 2016.

Net Cash (Used in) Provided by Operating Activities

We derive cash flows from operations primarily from cash collected from the sale of our products. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses to support the growth of our business. Until 2013, we have historically experienced negative cash flows from operating activities as we have expanded our business and built our infrastructure domestically and internationally and this may continue in the future.

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Net cash provided by operating activities was $6.6 million during 2013. Net cash provided by operating activities primarily consisted of our net income of $1.0 million plus non-cash charges of $4.8 million consisting of $3.1 million in amortization and impairment of intangibles, $1.1 million in depreciation and amortization of our property and equipment, $0.6 million of stock-based compensation and other non-cash charges, in addition to changes in operating assets and liabilities of $0.7 million.

Net cash used in operating activities was $3.4 million during 2012. Net cash used in operating activities primarily consisted of our net loss of $4.4 million and changes in operating assets and liabilities of $3.0 million, which was partially offset by non-cash expense items such as amortization of intangible assets of $2.6 million and depreciation and amortization of our property and equipment of $1.4 million.

Net Cash Used in Investing Activities

Historically, our primary investing activities have consisted of capital expenditures for acquisitions of other companies and the purchase of capital equipment to support our expanding infrastructure and work force. We expect to continue to expand our manufacturing capability and expect to incur additional costs for capital expenditures related to these efforts in future periods.

We used $1.4 million of cash in investing activities during 2013 for purchases of capital equipment to support our infrastructure and manufacturing operations.

We used $0.1 million of cash in investing activities during 2012 for purchases of capital equipment to support our infrastructure and manufacturing operations.

Net Cash Provided by Financing Activities

Historically, we have principally funded our operations through issuances of convertible preferred stock and debt.

We generated $2.7 million of cash from financing activities during 2013, which was primarily net proceeds from our revolving lines of credit of $2.5 million.

We generated $3.3 million of cash from financing activities during 2012, which was primarily net proceeds from our term loan and revolving lines of credit of $3.2 million.

Capital Resources

At December 31, 2012 and 2013, our working capital was $5.5 million and $8.9 million, respectively, including cash and cash equivalents of $4.7 million and $12.2 million respectively. In addition, beginning in April 2015, we will commence making principal payments on our term loan, following the end of the interest-only period. Monthly payments, which are currently interest only payments of $25,000, will increase to include principal of $278,000 in April 2015. The Loan Agreement, as amended in March 2014, provides us with a bank line of credit that is collateralized by our accounts receivable and provides us the ability to draw up to $10.0 million. As of December 31, 2013, we had $8.3 million outstanding under our revolving credit facilities. During the years ended December 31, 2012 and 2013, our capital expenditures were $0.1 million and $1.4 million, respectively. We are estimating capital expenditures to be higher in 2014 primarily for the consolidation of our California facilities for which we may incur additional charges, expansion of our manufacturing capacity, research and development equipment and sales demonstration and product support units to service our global customer base.

We believe our existing cash, available debt and cash equivalents and the net proceeds from this offering, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

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However, we may need to raise additional capital or debt to expand the commercialization of our products, fund our operations and further our research and development activities. Our future funding requirements will depend on many factors, including the cost and timing of establishing additional sales, marketing and distribution capabilities, the cost of our research and development activities, the market acceptance of our products, the effect of competing technological and market developments, the extent to which we acquire or invest in businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions, the cost of filing and prosecuting patent applications and the cost of defending, in litigation or otherwise, any claims that we infringe third-party patents or violate other intellectual property rights.

If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs. If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations.

Off-Balance Sheet Arrangements

Since our inception, we have not had any off-balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange Commission’s Regulation S-K.

Contractual Obligations and Commitments

The following summarizes our contractual obligations as of December 31, 2013 (in thousands):

	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		Thereafter
Operating lease obligations	$	1,354	$	663	$	691	$	—	$	—
Revolving credit facility		8,341		8,341		—		—		—
Term debt(1)		6,679		2,683		3,996		—		—
Total	$	16,374	$	11,687	$	4,687	$	—	$	—

(1) Our term debt was refinanced in March 2014. Under the new terms of the debt, no amounts are due within 1 year, $5,833 is due in 1-3 years and $4,167 is due in 3-5 years.

Our operating lease obligations relate to leases for our current headquarters and manufacturing facilities, as well as leases for office space for our foreign subsidiaries.

Purchase orders or contracts for the purchase of supplies and other goods and services are not included in the table above. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current procurement or development needs and are fulfilled by our vendors within short time horizons. We do not have significant agreements for the purchase of supplies or other goods specifying minimum quantities or set prices that exceed our expected requirements for three to six months.

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Backlog

We generally expect to ship all orders received in a given period and as a result our backlog at the end of any period is insignificant.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Exchange Risk

As we expand internationally our results of operations and cash flows will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. Our revenue is generally denominated in the local currency of the contracting party. Historically, the substantial majority of our revenue has been denominated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States, with a portion of expenses incurred in Canada, Europe, Japan and China. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. Fluctuations in currency exchange rates could harm our business in the future. The effect of a 10% adverse change in exchange rates on foreign denominated cash, receivables and payables as of December 31, 2013 would not have been material.

To date, we have not entered into any material foreign currency hedging contracts although we may do so in the future.

Interest Rate Sensitivity

We had cash and cash equivalents of $12.2 million as of December 31, 2013. These amounts were held primarily in cash on deposit with banks and money market funds, which are short-term. Cash and cash equivalents are held for working capital purposes and restricted cash amounts are held as letters of credit for collateral for our facility lease agreements. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income. If overall interest rates had decreased by 10% during the periods presented, our interest income would not have been materially affected.

As of December 31, 2013, the principal amount of our term debt outstanding was $6.0 million. The interest rate on our term debt is fixed through the use of an interest rate swap. The principal amount of debt on our revolvers outstanding was $8.3 million, which are at variable rates. If overall interest rates had increased by 10% during the periods presented, our interest expense would not have been materially affected.

Fair Value of Financial Instruments

We do not have material exposure to market risk with respect to investments as our investments consist primarily of highly liquid securities that approximate their fair values due to their short period of time to maturity. We do not use derivative financial instruments for speculative or trading purposes, however, we may adopt specific hedging strategies in the future.

JOBS Act

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private

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companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recent Accounting Pronouncements

In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of accumulated other comprehensive income (loss). This new guidance requires entities to present (either on the face of the statement of operations or in the notes to the financial statements) the effects on the line items in the statements of operations for amounts reclassified out of accumulated comprehensive income. The new guidance will be effective for us beginning in the first quarter of 2014. The adoption of the guidance will impact our financial statement presentation and/or our disclosures but will not affect our financial position, results of operations, or cash flows.

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BUSINESS

Overview

Our goal is simply to help researchers gain a better understanding of proteins and their role in disease. We develop and commercialize proprietary systems and consumables for protein analysis that ultimately help reveal new insights into the true nature of proteins.

Proteins are the heart and soul of functional biology and understanding proteins is central to understanding disease. However, proteins are difficult to interrogate because they are large, complex and unique. We believe that traditional protein analysis tools can be overly complex or inadequate, and our goal is to make protein analysis simpler, more quantitative and affordable. Our comprehensive portfolio of tools includes Simple Western systems that provide fresh insight into protein expression and Biologics systems that probe the structure and purity of protein-based therapeutics.

Proteins are Essential

Proteins are fundamental biological building blocks. They are large, complex biological molecules that perform the everyday critical tasks in the body. They do the majority of work in every cell and are required for structure, function and regulation of the body’s tissues and organs. According to MarketsandMarkets, researchers will spend approximately $17 billion worldwide on proteomics research in 2017.

Proteins are chains of amino acids that are manufactured in every cell using the code provided by DNA in each cell. DNA is translated to RNA, which in turn is used to instruct the cell on which amino acids should be assembled into a two-dimensional amino acid chain. This two-dimensional chain is then guided through a folding process in the cell that produces a fully-functional three-dimensional protein and places it in the correct location to perform its intended function. Below is an illustration of the complexity of proteins.

Proteins are important for understanding disease because they are the functional units that carry out specific tasks in every cell. Without them, the cell cannot perform its intended function, produce the energy it requires, maintain its shape or survive in its environment. In addition, proteins are used more and more as therapeutics. These protein-based therapeutics can assist cells in cases where the native protein is missing or dysfunctional. Understanding how and where proteins function and which parts of a cell, organ or tissue benefits from them is critical for accurately identifying cures for and treating diseases.

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Protein Analysis

With the correct tools and carefully-designed experiments, we can learn much about a protein. We can identify its location in the cell, understand its physical properties and assess the signaling pathways in which it functions. We can trace its amino acid sequence back to specific genes and in the case of disease, we can learn how these proteins are individually and/or collectively important and how they contribute to the health and well-being of everyone. Examining proteins and understanding their individual characteristics and functioning is central to disease treatment and prevention.

However, all of these parameters are difficult to measure in proteins. Many proteins are located in parts of the cell that are difficult to access or are present at concentrations that are below the detectable limits of current technology. In addition, all proteins have a three-dimensional structure that typically degrades outside the native environment of the cell. Functional analysis of a protein is difficult without development of a mutant version of the protein, which itself is time consuming, and in some cases, not even possible. Proteins also have so many interaction partners that if one is missing, often another protein will perform the function of the missing protein, making biological conclusions murky.

While there are many tools available for protein analysis today, such as Western blotting, mass spectrometry, chromatography, ELISA and surface plasmon resonance, we believe these traditional protein tools can be overly complex or inadequate. Our goal is to make protein analysis simpler, more quantitative and affordable.

Simple Western

The Traditional Western Blot

The Western blot, or Western, is the most widely-used method, or assay, for protein detection today. Unchanged since its invention in 1979, the Western workflow is used by molecular biologists, biochemists and clinicians to determine if a specific protein is present in a sample. This assay is an immunoassay, meaning that it requires a specific primary and secondary antibody in order to correctly identify the protein of interest. The Western blot also shows the researcher the size of the protein identified. Below is an illustration of the typical steps in a traditional Western workflow.

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Protein identification via Western blot is a manual, time-intensive, multistep process that requires an array of equipment from many different suppliers. The scientist denatures and reduces the samples so that they can be loaded into a polyacrylamide gel. After purchasing a gel, or manufacturing a gel and casting it into a thin slab, he loads the samples into the gel and applies a voltage causing the samples to enter the gel and separate into individual proteins. After the proteins are separated, the sample is transferred from the gel onto a nitrocellulose or PVDF membrane, commonly called a “blot”, where the proteins are immobilized. To accomplish the transfer, the scientist manually makes a sandwich of the gel and the membrane and then uses an electrophoresis apparatus to complete the transfer. The blot is then processed by sequentially moving it from solution to solution, each containing different components of the immunoassay. Next, the scientist captures an image of the blot on film or by using a digital imager. As a final step, the scientist must analyze the intensity of each band on the image, by eye or using densitometry software, to determine the results. This entire process can take up to 24 hours to complete and requires as much as five hours of physical hands-on time per blot. Typically, researchers run about 12 samples per gel and each sample can cost from $4 to $12 in consumables and reagents.

The Problems with Western Blots

The Western blot presents a number of challenges to researchers. The Western workflow is highly cumbersome and requires an extensive collection of instruments and consumables from a wide variety of suppliers. Instruments used in this workflow include gel apparatuses, power supplies, electrophoresis boxes, shakers, transfer trays and digital imagers. Consumables used in this workflow include glassware, gels, blotting paper, blots, buffers, primary and secondary antibodies and film. This litany of equipment takes up large amounts of bench space and must be constantly cleaned and maintained. Large volumes of buffers are also required throughout the process and all of the buffers and gels must ultimately be disposed of according to the hazardous waste policy of the scientist’s institution, often at significant cost.

The workflow involved is arduous, tedious and highly prone to error. Every step of the process requires manual intervention by the user. In general, each of these steps is timed using a hand-held timer, completely tying the researcher to the bench. The protocol one scientist uses to achieve a result cannot be easily transferred to other scientists due to the fact that each researcher may perform each manual step slightly differently. Thus, the scientific results are not easily reproducible. This workflow requires as much as five hours of hands-on time and final results are often not available until a full day after the start of the experiment. The long delay in getting answers restricts the user from making timely decisions.

Finally, Western blot results can be inconsistent from day to day and researcher to researcher, and poor data quality can lead to repeated experiments. The quality of the data and the methods used to analyze the data may prevent the results from being quantitative. Therefore, Western blot results are typically qualitative and limited to assessing protein presence or absence rather than the actual amount of protein in the sample.

The Western Blot Market

The Western blot market is made up of instruments and consumables that are used in the Western blot workflow. Instruments used in this workflow include gel apparatuses, electrophoresis boxes and digital imagers. Consumables used in this workflow include gels, blots, antibodies and film. Over 850,000 researchers around the world use Western blots in their research and spent $2.2 billion in 2012 on the technique according to BioInformatics, LLC.

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The Simple Western Solution

Our Simple Western is a complete reinvention of the traditional Western blot. It is a fully-automated, analytical technique that can identify and quantify a protein of interest in a sample. Like the Western blot, our Simple Western also provides the user with the size of the protein and utilizes antibodies to identify specific proteins in the sample. These are the only similarities of the two techniques. Below is an illustration of the steps in a Simple Western workflow.

The Simple Western eliminates the hassles of the Western workflow - no messy gels, no transfer tanks, no blots, no imaging and no manual analysis. Researchers simply prepare their samples, load them into a microplate, click “start,” and come back in as few as three hours to fully-analyzed, highly consistent and quantitative data. The Simple Western automates the entire workflow and transforms the Western blot into a gel-free, blot-free assay requiring just 30 minutes of sample prep time. We provide proprietary kits that include all components necessary to run the assay, except the primary antibody and sample. This provides flexibility to researchers by allowing them to use any primary antibody with their sample. The total Simple Western consumable cost to the researcher is $6 to $8 per data point. We believe the cost per data point of a Simple Western is similar to the typical traditional Western but the Simple Western is materially cheaper when factoring in the significant labor efficiencies of our platform.

Not only does the Simple Western simplify the workflow, it transforms the Western into a real analytical tool for protein analysis, providing truly quantitative, high quality data. The reproducibility of the assay enables researchers to determine precisely how much protein exists in a given sample. The Simple Western is also more sensitive than a traditional Western. This means that the Simple Western will detect a lower level of target protein in a given sample or allow a researcher to use less sample to run the assay. Multiple proteins can also be assessed in every sample allowing a more holistic view of protein function.

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Simple Western Technology

The Simple Western uses capillaries instead of blots. These capillaries have a 100 µm inner diameter and therefore require only nanoliters of sample. The process is fully automated and can separate proteins by size or charge. For the size-based assay, the system aspirates two matrices into the capillaries, a stacking matrix and a separation matrix. The system then aspirates the sample into the capillaries. For the charge-based assay, the system aspirates the sample, pre-mixed with a pH gradient buffer, into the capillaries. For both the size-based and charge-based assays, the system then applies a voltage across the capillaries, causing the proteins to separate appropriately. To immobilize the proteins in their respective positions, the capillaries are exposed to a UV light that links the proteins to a photoreactive compound which is pre-coated on the interior wall of each capillary. With the proteins fixed to the capillary, the matrices are flushed out using buffer and an immunoassay is performed by aspiration of primary and secondary antibodies. The secondary antibodies are horseradish peroxidase conjugated, allowing the use of a chemiluminescent substrate for final protein detection. The software automatically analyzes the results to provide the user with fully quantitative data. Below is an illustration of the Simple Western technology.

Simple Western Products

The Simple Western product family offers a variety of instruments and consumables to address the different throughput needs and price sensitivity of researchers. All systems use the same analytical software, with optional 21 Code of Federal Regulations (CFR) part 11 compliance tools, to run the systems and analyze data.

• Wes: Our newest Simple Western system is positioned for the low-cost academic market and separates proteins by size. He uses an innovative capillary cartridge and an assay plate pre-filled with all the reagents required to run an assay so that researchers only have to pipette the sample and antibodies and click “start.”

• Sally Sue: A high throughput instrument positioned for biopharma that separates proteins by size. She offers users flexibility with each run, allowing them to run as few as 12 samples or as many as 96. In

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addition, she offers the capability to aspirate from one sample up to eight times, allowing researchers to perform multiple experiments from a single sample.

• Peggy Sue: Offers the same throughput of Sally Sue, but she can separate proteins by size or by charge, offering enhanced protein characterization capabilities in a single platform.

• NanoPro 1000: A high throughput system that separates proteins by charge.

• Master kits: Available for all instruments and includes all necessary consumables and reagents to run a Simple Western assay.

Product	Key Attributes	U.S. List Price	Product Image
Wes	•    Up to 25 samples per run •    Size separation •    Run time: < 3 hours	$59,500
Wes Master Kits	•    13- or 25-capillary cartridges •    Prefilled microplates •    All required reagents	$900-$1,250
Sally Sue	•    Up to 96 samples per run •    Size separation •    Run time: 16 hours	$228,950
Peggy Sue	•    Up to 96 samples per run •    Size or charge separation •    Run time: 12-16 hours	$299,950
Sally Sue and Peggy Sue Master Kits	•    Capillaries and microplates •    All required reagents	$3,000-$3,550
NanoPro 1000	•    Up to 96 samples per run •    Charge separation •    Run time: 12 hours	$228,950

Biologics

Protein-based therapeutics, or biologics, are transforming the pharmaceutical industry and treatment of many diseases. According to a report by EvaluatePharma, there are currently over 2,000 biologics in various stages of clinical development. Biologic drugs are very effective targeted therapeutics for diseases such as arthritis, cancer and diabetes, and their number in development is increasing because of a variety of advances in biochemistry, immunology and biotechnology. Biologics can be monoclonal antibodies, recombinant proteins and vaccines.

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Biologics are complex products, and developers of biologics are required by regulatory agencies, such as FDA, to develop robust processes to ensure that the specific biologic of interest can be identified and characterized accurately and then consistently and reliably produced. As a result, a suite of complementary analytical approaches are utilized to measure attributes such as identity, strength, potency, purity, safety and impurities. These analytical approaches are used throughout the product development process, spanning initial discovery, expression, formulation, process development, quality control and final release.

The development and production of biologics requires a variety of analytical tools to ensure the quality and efficacy of these drugs. Our Biologic tools help researchers interrogate protein purity and identify contaminants during the development and production of biologics.

iCE

Biologic Purity

Charge heterogeneity is a critical quality measure of the purity and identity of a biologic, and is typically represented as a signature or charge profile. Variations in this signature can be indicative of a variety of modifications, such as degradation, oxidation, deamidation and fragmentation. FDA requires that it is monitored during the development and production of biologics, including cell culture development, formulation, process development and quality control.

The Biologics Purity Market

The biologics purity market includes instruments and consumables used to measure the charge heterogeneity of proteins. Charge heterogeneity is a critical quality attribute and is representative of the purity or identity of the drug. It can be measured using capillary electrophoresis, or CE, or ion exchange chromatography, or IEX. According to a report from Strategic Directions International, Inc. that we commissioned in 2013, biopharma developers spent approximately $280 million in 2013 to measure charge heterogeneity of biologics.

The iCE Solution

Our iCE3 system is an analytical tool that measures the charge heterogeneity of proteins. Proteins are highly diverse molecules, and are subject to variation not only due to changes that occur during protein expression, but also due to post-translational modifications. Slight variations in the charge of a protein indicate changes in the protein and can cause deviations in stability, ligand binding, folding patterns and function within signaling pathways, creating issues in quality and consistency of biologics.

The iCE3 is a well-established, validated approach to charge heterogeneity measurement. It is reliable, enables easy method development and delivers highly reproducible data in less than ten minutes. We believe it delivers results significantly faster and more economically with higher resolution than other methods, such as traditional CE or IEX. The iCE3 includes an integrated autosampler, allowing customers to perform up to 96 measurements in a single run.

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iCE Technology

iCE3 is based on isoelectric capillary electrophoresis. The proprietary technology works by pumping a sample containing the protein of interest into a capillary that has been filled with a solution. The system applies a voltage and each protein migrates within the capillary until it reaches its respective isoelectric point, the location at which the molecule has a net neutral charge. Proteins with a slightly different net charge will migrate to a different position within the capillary. After separation is complete, an image of the capillary is acquired, yielding the charge signature for that protein sample. Variations of this signature between samples and over time can be tracked and recorded for each protein of interest. Below is an illustration of the iCE3 technology.

iCE Products

The iCE product family consists of the iCE3 instrument, an autosampler and proprietary analytical software, with optional 21 CFR part 11 compliance tools, to run the system and analyze data.

Product	Key Attributes	U.S. List Price	Product Image
iCE3	•    Up to 96 samples per run •    Measures charge heterogeneity •    Autosampler options	$87,000
iCE Cartridges	•    100 samples per cartridge •    Proprietary	$620-$760
iCE Reagents	•    Buffers •    Wash solutions •    pI markers	$100-$400

Micro-Flow Imaging (MFI)

Particles in Biologics

The development of a biologic is a complex task, and a pressing concern is that the final formulation may be contaminated with a variety of particles. These particles may be fragments from the manufacturing equipment, such as glass, rubber or metal. The formulation may also contain air bubbles, silicon oil droplets from syringes,

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or protein aggregates. Regulatory agencies are increasingly concerned about the presence of protein aggregates in biologics because they can cause serious adverse effects to patients. Contaminant particles and protein aggregates range in size from nanometers to several hundred microns. As a result, it is important to monitor the presence of particles and aggregates throughout the Biologic production process.

The Biologics Particle Analysis Market

There are a diverse set of technologies used to analyze particles in biologics, including size exclusion chromatography, light obscuration, light scattering and flow imaging. According to Strategic Directions International, Inc., biopharma developers spent approximately $50 million in 2013 to detect particles using these techniques.

The MFI Solution

Our micro-flow imaging, or MFI, platform detects both visible (10 µm and larger) and subvisible (below 10 µm) particles. It directly measures the size, shape, count and concentration of particles within the 1 µm to 300 µm size range. FDA has set guidelines for the maximum number of particles in the visible > 10 µm range and > 25 µm range, and there is increasing pressure from FDA for measurements within the subvisible 2-10 µm size range.

MFI Technology

One of the major advantages of MFI is the ability to see images of particles. A sample containing a protein of interest is injected into the instrument. The instrument directs this solution through a flow cell, where images are acquired in real time as the solution flows past a detector. These images are collected and analyzed, and for each identified particle a panel of parameters is computed. These parameters are used to characterize each particle into distinct types, such as a protein aggregate, silicon oil droplet, air bubble, or glass shard. The quantity, concentration and distribution of these particles are automatically reported to the user. Below is an illustration of MFI technology.

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MFI Products

Our MFI product family consists of two systems, which include proprietary analytical software, with optional 21 CFR part 11 compliance tools, to run the system and analyze data.

Product	Key Attributes	U.S. List Price	Product Image
MFI 5100	•    Particle measurement •    1-70 µm range	$74,000
MFI 5200	•    Particle measurement •    2-300 µm range	$74,000
Bot1	•    96 sample autosampler •    Unattended operation	$44,000
Flow Cell	•    Model specific •    Consumable •    Proprietary	$500-$600

Imaging

Digital imagers are used by many researchers today for imaging gels and Western blots. Images can be taken in a variety of modes including chemiluminescent, fluorescent and infrared. Imagers offer these modes either individually or together to address applications ranging from simple colorimetric gel analysis to three-color fluorescence multiplex blot analysis.

We offer a full line of digital imagers. Our FluorChem products offer chemiluminescent, fluorescent and infrared detection systems for Western blot imaging and utilize simple touch-screen interfaces. These systems are user-customizable and range in price from $19,500 to $42,500. Our AlphaImager gel documentation products provide intuitive imaging solutions for a variety of fluorescent and colorimetric applications. These systems range in price from $5,900 to $10,500.

We have an installed base of over 13,000 imagers worldwide. As these existing or potential new customers look to upgrade or replace their imagers, we have an opportunity to sell them our Simple Western products.

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Strategy

Our goal is to build the largest protein analysis pure play in the life science tools sector. Our strategy includes the following elements:

• Drive awareness and adoption of the Simple Western to establish it as the global standard. We plan to further educate the worldwide research community on the numerous advantages of the Simple Western system. In doing so, we believe our Simple Western products have the ability to become the Western blotting standard.

• Expand our Biologics tools product portfolio and markets served. We believe that there are a wide variety of analytical challenges that we can address by expanding our Biologics portfolio in this important, growing market.

• Continue to deliver new products that address researchers’ protein analysis challenges. We believe we have a core competency in new product development and we intend to continue to search out and solve protein analysis problems where they exist.

• Expand our direct distribution capabilities around the world. Our current geographic footprint is modest compared to the worldwide market opportunity for our products and we have limited presence in some key geographic markets such as Europe and Asia.

Research and Development

Product development is a core competency and our goal is to develop a new product in our Simple Western and Biologics families every year. We have a highly experienced team and deep customer relationships that allow us to be very productive, launching 14 new products in just over four years.

Simple Western

In the fourth quarter of 2011, we launched the Simple Western platform with a product named Simon and his related Simple Western consumables. In 2012, we expanded the platform with the launch of Sally and Peggy, delivering higher throughput Simple Western instruments for biopharma. In January 2014, we launched Wes, a transformational new product that replaced Simon with higher performance and lower price. We also launched Sally Sue and Peggy Sue in January 2014 to add increased sensitivity to the Sally and Peggy platforms. In 2014 and beyond we are focused on delivering solutions to expand the breadth of Simple Western applications, such as enabling analysis of higher and lower molecular weight proteins. We are also committed to driving the performance of the Simple Western to new levels, delivering higher sensitivity and resolution with results in a shorter amount of time. Finally, we believe there is a clinical diagnostic opportunity for the Simple Western, which we intend to explore in the future.

iCE

The iCE platform began with the iCE280 instrument, which has been used in biopharma for over a decade. Since that time, the iCE platform has become a validated approach within biopharma. We launched the iCE3 platform in 2011, and additional products were added to the platform in 2013. Our iCE3 customers are focused on measuring charge heterogeneity of their Biologic of interest. However, there are additional opportunities to expand the breadth of applications of our iCE technology to areas such as protein size and post-translational modification analysis.

MFI

The MFI 5000 series and Bot1 autosampler were launched in 2011. Today, the field of particle analysis for proteins has exploded, in part due to the increasing pressure from regulatory agencies to better understand the particle distributions of Biologic formulations. These particles range from nanometer to micrometer in size, and

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today there is no single instrument that can span this wide range of particle sizes. We are continuing to expand the size range of particles that can be analyzed with our MFI technology. Our MFI platform directly images the particle, providing valuable insight into the morphology of each particle. We are also focused on delivering solutions that extend beyond morphology based characterization, enabling measurements of particle composition in addition to shape.

Our research and development expense was $6.7 million, $6.4 million and $6.5 million, respectively, in 2011, 2012 and 2013.

Sales and Marketing

We primarily sell our products directly to customers, but we do utilize distributors and sub-dealers with certain product lines in certain geographies. In North America, we sell all of our products through direct channels. In Europe, we sell our Simple Western and Biologic products directly to customers and engage distributors to sell our Imaging products. In China and Japan, we have a direct sales force that works with sub-dealers on all product lines. We use distributors to sell our products in the rest of the world. In 2013, approximately 92% of our revenue came from our direct selling efforts.

Customers

We sell our products primarily to biopharma, academic and government customers. In 2013, 85% of our revenue came from biopharma customers and 43% of our revenue came from outside the United States. In our history, we have sold over 14,000 systems. In our Simple Western and Biologics product lines, we have sold more than 1,200 systems to nearly 400 customers. All of the top 20 biopharma companies and the top 20 biologics producers by revenue are our customers. No single customer accounted for over 10% of our revenue in 2011, 2012 or 2013.

Competition

We face competition in each of our product lines. Competitors are specific to each of the products we sell.

Simple Western

We are the first and only company to fully automate the entire Western blot workflow. Our Simple Western platform is a complete replacement for the traditional Western blot. As a result, we face competition from the ecosystem of vendors that supply instruments and reagents to traditional Western blot users. These competitors include Bio-Rad Laboratories, GE Healthcare, Merck KGaA, PerkinElmer and Thermo Fisher Scientific, or Thermo Fisher. All of these vendors provide elements of the traditional work flow. We believe we have a competitive advantage due to our simplified platform that delivers quantitative, actionable data in a manner that cannot be achieved with a traditional Western blot.

iCE

Competition for the iCE platform consists of CE and IEX. The primary competitors to iCE in the CE technology space are Agilent Technologies, or Agilent, Danaher and PerkinElmer. We believe iCE has a competitive advantage relative to other CE systems based on reproducibility and speed of the assay. IEX is performed on traditional HPLC instruments that are equipped with specialized ion exchange columns. We believe we have a competitive advantage over IEX due to the speed of our iCE3 instrument, and the ability to quickly develop methods for multiple protein-based therapeutics of interest. The primary competitors in IEX include Agilent, GE Healthcare, Shimadzu, Sigma-Aldrich, Thermo Fisher and Waters. Further, due to the nature of imaging the entire capillary, the iCE3 platform delivers higher resolution results than IEX or alternative CE techniques that require moving the proteins after separation to a single detection area for quantitation.

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MFI

The field of particle analysis is diverse, with many industrial companies participating with offerings that are used to measure a diverse set of sample types outside the scope of biopharma—such as ceramic abrasives, ink toner and paint. In biopharma, there are a diverse set of technologies utilized to characterize particles of various size ranges. These technologies include size exclusion chromatography, coulter counting, light obscuration, light scattering, nanoparticle tracking and flow imaging. Companies in this space include Danaher, Spectris and Wyatt Technology. MFI is a platform that is purpose-built for biopharma. We believe MFI has a competitive advantage relative to other technologies due to its ability to directly image particles.

Intellectual Property

Our success depends at least in part upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets and trademarks, as well as customary contractual protections. As of February 28, 2014, we had rights to 7 granted patents and 10 pending patent applications related to our Simple Western products. In particular, we had patents and patent applications related to the separation, immobilization and detection of a protein of interest within a capillary, in some cases independent of the type of separation that is performed, such as separation by protein size or charge. In addition, as of February 28, 2014, we had rights to 10 granted patents and 15 pending patent applications related to our Biologics products, including our iCE instrument and MFI platform. Our patents are expected to expire at various times between May 2016 and August 2029. We cannot assure you whether any of our pending patent applications will result in the grant of a patent, whether the examination process will require us to narrow our claims, and whether our claims will provide adequate coverage of our competitors’ products or services.

In addition to pursuing patents on our products, we have taken steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. In addition, we intend to expand our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries.

Our industry is characterized by the existence of a large number of patents and frequent allegations and related litigation regarding patent and other intellectual property rights. In particular, leading companies in our markets have extensive patent portfolios and are periodically involved in litigation. From time to time, third parties, including certain of these leading companies, may assert patent, copyright, trademark and other intellectual property rights against us, our partners or our customers. Our standard license and other agreements may obligate us to indemnify our partners and customers against such claims. We could incur substantial costs and divert the attention of our management and technical personnel in defending against any such claims. Successful claims of infringement by a third party could prevent us from selling or distributing certain products or performing certain services, require us to expend time and money to develop non-infringing products or services, or force us to pay substantial damages—including treble damages if we are found to have willfully infringed patents—royalties or other fees. We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon any third-party patents or other proprietary rights.

Manufacturing

We manufacture our Simple Western and Imaging instruments at our facility in San Jose, California, and our Simple Western consumables at our facility in Santa Clara, California. Our Biologics instruments and

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consumables are manufactured at our facilities in Toronto and Ottawa, both located in Ontario, Canada. We manufacture our own components where we believe it adds significant value, but we rely on suppliers for the manufacture of some of the consumables, components, subassemblies and autosamplers used with, or included in, our systems, which are manufactured to our specifications. We conduct all final testing and inspection of our products. We have established a quality control program, including a set of standard manufacturing and documentation procedures. We are exploring leasing additional space near our existing facilities which would provide us sufficient manufacturing capacity for the foreseeable future.

We rely on a limited number of suppliers for certain components and materials used in the manufacturing of our instruments and consumables. If we were to lose one or more of our suppliers, it may take significant time and effort to qualify alternative suppliers. We continue to pursue qualifying additional suppliers, but cannot predict how expensive, time-consuming or successful these efforts will be. With respect to many of our suppliers, we are neither a major customer, nor do we have long term supply contracts. These suppliers may therefore give other customers’ needs higher priority than ours, and we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms.

Facilities

We lease approximately 25,000 square feet of office and laboratory space at our headquarters in Santa Clara, California under a lease that expires in June 2014, with two additional three-year options to renew. We also lease approximately 20,000 square feet of manufacturing and office space at our facility in San Jose, California under a lease that expires in December 2016. In Ontario, Canada, we lease approximately 8,400 square feet of office, laboratory and manufacturing space in Ottawa under a lease that expires in May 2015 and approximately 6,000 square feet of office, laboratory and manufacturing space in Toronto under a lease that expires in August 2016. In Shanghai, China and Tokyo, Japan, we lease approximately 2,000-3,000 square feet of office and demonstration laboratory space to support our sales efforts in Asia. The leases expire in December 2015 and February 2017, respectively.

We believe that our existing office, laboratory and manufacturing space, together with additional space and facilities available on commercially reasonable terms, will be sufficient to meet our needs for at least the next two years. We intend to use a portion of the proceeds from this offering to consolidate certain of our facilities.

Employees

As of February 28, 2014, we had 185 employees, of whom 91 work in sales, service, applications and marketing, 51 in manufacturing, 27 in research and development and 16 in general and administrative roles. None of our employees are represented by a labor union or are the subject of a collective bargaining agreement. We believe that our current relationship with our employees is good.

Legal Proceedings

From time to time, we may be party to litigation and subject to claims that arise in the ordinary course of business. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We currently believe that these ordinary course matters will not have a material adverse effect on our business; however, the results of litigation and claims are inherently unpredictable. In the event that we do become a party to any such matters, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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MANAGEMENT

Directors and Executive Officers

Our directors, executive officers and other officers as of March 1, 2014, are as follows:

Name	Age		Position
Timothy A. Harkness		47	President, Chief Executive Officer and Director
Jason B. Novi		39	Chief Financial Officer and Vice President of Operations
Therese L. Salyer		44	Vice President of Sales
Trent A. Basarsky, Ph.D.		46	Vice President of Corporate Development
Robert M. Gavin		46	Vice President of Product Development
A. Blaine Bowman(1)(2)		67	Director and Chairman
David L. Barker, Ph.D.(1)(3)		72	Director
Ronald W. Eastman(2)		61	Director
Joseph D. Keegan, Ph.D.(1)(3)		60	Director
Jack B. Nielsen		50	Director
Christopher van Ingen(2)(3)		67	Director
James N. Woody, M.D., Ph.D.(4)		72	Director

(1) Member of the audit committee

(2) Member of the compensation committee

(3) Member of the nominating and governance committee

(4) Dr. Woody will be resigning from our board immediately prior to the effectiveness of this offering

Officers

Timothy A. Harkness has served as our President and Chief Executive Officer and a member our board of directors since June 2008. From August 2007 to December 2007, Mr. Harkness served as Chief Financial Officer and Senior Vice President of Operations of Nektar Therapeutics, Inc., a biopharmaceutical company. From July 1998 to April 2007, Mr. Harkness served as Chief Financial Officer and Senior Vice President of Operations of Molecular Devices Corporation, an international life sciences tools company. Since July 2010, Mr. Harkness has served on the board of directors of Accelrys, Inc. He is also currently a member of the board of directors of Freeslate Inc., a private high-throughput research company. From March 2008 to July 2010, Mr. Harkness served on the board of directors of Symyx Technologies, Inc. Mr. Harkness received an M.B.A. from Stanford University Graduate School of Business and a B.B.A from the University of Wisconsin. We believe Mr. Harkness’ expertise and experience in the life science tools industry qualify him to serve on our board of directors.

Jason B. Novi has served as our Chief Financial Officer and Vice President of Operations since June 2008. From October 2007 to June 2008, Mr. Novi served as the Vice President of Finance at Nektar Therapeutics, responsible for strategic corporate finance, planning and analysis, and treasury. Mr. Novi served as Director of Finance of MDS Analytical Technologies, Inc. from March 2007 to June 2007 subsequent to its acquisition of Molecular Devices Corporation. From October 2000 to March 2007, Mr. Novi served as Director of Finance of Molecular Devices. Mr. Novi is an inactive C.P.A. and began his career with Ernst & Young LLP, based in San Francisco, California. Mr. Novi received a B.S. in Business Administration from Cal Poly San Luis Obispo.

Therese L. Salyer has served as our Vice President of Sales since April 2012. From November 2007 to March 2012, Ms. Salyer served as Vice President of Worldwide Sales at ForteBio, Inc., a life science instrumentation company (now a division of Pall Corporation). From September 2006 to October 2007, Ms. Salyer served as Vice President of Worldwide Sales and Service at Eksigent Technologies, Inc., a life science instrumentation company. Ms. Salyer also served as Director of Sales for Molecular Devices from October 1996 to August 2006. Ms. Salyer received a B.S. in Biotechnology from Minnesota State University at Mankato.

Trent A. Basarsky, Ph.D. has served as our Vice President of Corporate Development since October 2009. From July 2008 to October 2009, Dr. Basarsky served as Director of Corporate Development at Codexis Inc., a

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cleantech company focused on next generation biofuels and pharmaceutical manufacturing. Dr. Basarsky was an independent sports technology entrepreneur from September 2007 to June 2008. From July 2004 to July 2007, Dr. Basarsky was Director of Corporate and Business Development of Molecular Devices. From 1998 to 2004, he held positions in marketing, product management, business development and intellectual property at Axon Instruments, a life science instrumentation company. Dr. Basarsky received a Ph.D. in Neuroscience from Iowa State University, a B.Sc. in Zoology and Cell Biology from the University of Alberta and is a licensed patent agent.

Robert M. Gavin has served as our Vice President of Product Development since July 2008. From March 2007 to July 2008, Mr. Gavin served as Director of Engineering of MDS Analytical Technologies. From February 2003 to March 2007, Mr. Gavin served as Director of Engineering of Molecular Devices. Mr. Gavin received a M.S. in Manufacturing Systems Engineering and a B.S. in Mechanical Engineering from Stanford University.

A. Blaine Bowman has served on our board of directors since May 2006. Mr. Bowman was formerly the Chairman, President and Chief Executive Officer of Dionex Corporation, a manufacturer of analytical instruments. Mr. Bowman retired as President and Chief Executive Officer of Dionex in 2002 and as chairman of the board in 2005, and he remained a director of Dionex until its sale to Thermo Fisher Scientific Inc. in 2011. Mr. Bowman also serves on the boards of directors of Altera Corporation and Illumina, Inc. Mr. Bowman received an M.B.A. from Stanford University and a B.S. in Physics from Brigham Young University. Due to Mr. Bowman’s expertise in business management, we believe he is able to contribute valuable input on our strategic and business affairs to our board of directors.

David L. Barker, Ph.D. has served on our board of directors since November 2006. Dr. Barker served as Vice President and Chief Scientific Officer at Illumina, Inc. from 2000 to 2006. From 1998 to 2000, Dr. Barker served as Vice President and Chief Science Advisor at Amersham Biosciences, Inc., now part of General Electric Company. Prior to his industry experience, Dr. Barker conducted interdisciplinary research in neurobiology as a postdoctoral fellow at Harvard Medical School, Assistant Professor at the University of Oregon and Associate Professor at Oregon State University. Dr. Barker also serves on the boards of directors of BioNano Genomics, Inc., Integrated Diagnostics Inc., IntegenX Inc. and AmideBio, Inc. and as a scientific advisor to Illumina. Dr. Barker received a Ph.D. in Biochemistry from Brandeis University and a B.S. with honors in Chemistry from the California Institute of Technology. Because of his experience serving as an executive at biopharmaceutical companies, we believe he is able to bring important insights to our board of directors.

Ronald W. Eastman has served on our board of directors since October 2010. Mr. Eastman has been a managing director at Essex Woodlands Health Ventures, a growth equity and venture capital healthcare investor, since October 2006. From 2002 to 2006, Mr. Eastman was the Chief Executive Officer of Rinat Neuroscience Corporation, a biotech company spun out of Genentech, Inc. Mr. Eastman currently serves on the boards of directors of Revance Therapeutics, Inc. and several privately held life sciences companies. Mr. Eastman holds an M.B.A. from Columbia University and a B.A. from Williams College. Because of his extensive and valuable corporate governance and board oversight, we believe that he is able to make valuable contributions to our board of directors.

Joseph D. Keegan, Ph.D. has served on our board of directors since March 2014. From 2007 to February 2012, Dr. Keegan served as Chief Executive Officer of ForteBio. From 1998 to 2007, Dr. Keegan served as Chief Executive Officer of Molecular Devices. From 1992 to 1998, he served as President of Worldwide Tissue Culture and Vice President, General Manager of Worldwide Flow Cytometry at Becton Dickinson and Company. Prior to that, Dr. Keegan held a number of positions with Leica, Inc., General Electric and Hewlett-Packard Company. Dr. Keegan currently serves on the boards of directors of Advanced Cell Diagnostics, Labcyte, Inc., Response Biomedical Corp, Seahorse Bioscience, Inc. and Stereotaxis, Inc. Dr. Keegan received his B.A. in Chemistry from Boston University and a Ph.D. in Physical Chemistry from Stanford University. Because of Dr. Keegan’s more than 30 years of experience in life science businesses, we believe he is able to make valuable contributions to our board of directors.

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Jack B. Nielsen has served on our board of directors since October 2006. Mr. Nielsen has worked within the Novo A/S organization and its venture activities since 2001 in several roles, most recently as a Partner. From 2006 to 2012, Mr. Nielsen served as a Partner at Novo Ventures (US) Inc. From 1990 to 2001, he held various positions at Novo Nordisk, which in 2000 became Novozymes A/S. Mr. Nielsen currently serves on the boards of directors of Akebia Therapeutics, Inc., Alios BioPharma Inc., Apollo Endosurgery Inc., BioClin Therapeutics Inc., Reata Pharmaceuticals Inc. and Tobira Therapeutics Inc. Mr. Nielsen received his M.Sc. in 1990 from the Technical University of Denmark, and his Master in Management of Technology from the Center for Technology, Economics and Management in Copenhagen in 2000. Because of Mr. Nielsen’s experience in the life sciences industry, we believe that he is able to bring important insights to our board of directors.

Christopher van Ingen has served on our board of directors since March 2014. Since 2010, Mr. van Ingen served as a director of Accelrys, Inc. From March 2008 to June 2010, Mr. van Ingen served as a director of Symyx Technologies. From 2001 to 2007, Mr. van Ingen served as President of the Bio-Analytical Measurement Group of Agilent Technologies, Inc. a life sciences, analytical and electronic measurement company. From 1996 to 2001, Mr. van Ingen served as Vice President of Sales and Marketing of Hewlett Packard’s and Agilent Technologies’ Chemical Analysis Group. He currently serves on the boards of directors of the Bruker Corporation and the Promega Corporation. Mr. van Ingen holds a B.S. in Analytical Chemistry from the University of Utrecht. Because of his decades of experience in executive leadership positions and the life sciences tools business, we believe he is able to make valuable contributions to our board of directors.

James N. Woody, M.D., Ph.D. has served on our board of directors since October 2004. Since November 2004, Dr. Woody has served as a venture partner, and since 2006, as a general partner, at Latterell Venture Partners, a venture capital firm that invests in healthcare companies. From August 2004 to December 2005, Dr. Woody served as President and Chief Executive Officer of OncoMed Pharmaceuticals, Inc. Dr. Woody served as President of Roche Bioscience from 1996 to 2004. From 1991 to 1996, Dr. Woody served as Chief Scientific Officer and Senior Vice President of Research & Development for Centocor, Inc. (now Janssen Biotech, Inc., a subsidiary of Johnson and Johnson). Prior to joining Centocor, Dr. Woody served as a medical officer in the U.S. Navy, retiring as Captain and as Commanding Officer and Director of the U.S. Naval Medical Research and Development Command in 1991. Dr. Woody currently serves on the boards of directors of HemaQuest Pharmaceuticals, Inc., IntegenX Inc., Neuraltus Pharmaceuticals, Inc., OncoMed Pharmaceuticals, Inc. and Tetralogic Pharmaceuticals, Corp. Dr. Woody received an M.D. from Loma Linda University, trained in Pediatric Immunology at Duke University and Children’s Hospital in Boston (Harvard), and received a Ph.D. in Immunology from the University of London, England. Because of Dr. Woody’s years of biomedical research and management experience, we believe he is able to make valuable contributions to our board of directors.

Election of Officers

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

Classified Board

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of eight members, six of whom were elected pursuant to the board composition provisions of a voting agreement that will terminate immediately prior to the closing of this offering. In addition, one of our directors, Dr. Woody will be resigning from our board immediately prior to the effectiveness of this offering. In accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

• the Class I directors will be Messrs. Nielsen and Eastman, and their terms will expire at the annual general meeting of stockholders to be held in 2015;

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• the Class II directors will be Dr. Barker and Mr. van Ingen, and their terms will expire at the annual general meeting of stockholders to be held in 2016; and

• the Class III directors will be Messrs. Bowman and Harkness and Dr. Keegan, and their terms will expire at the annual general meeting of stockholders to be held in 2017.

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

Under the listing requirements and rules of the NASDAQ Stock Market LLC, or NASDAQ, independent directors must comprise a majority of a listed company’s board of directors within one year of the closing of this offering, and each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent as well. Under the listing rules of NASDAQ, a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that the director has no material relationship with that company, either directly or as a partner, shareholder or officer of an organization that has a relationship with that company.

In addition, following the effectiveness of this registration statement, the members of our audit committee must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. To satisfy the independence requirement of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Similarly, following the effectiveness of this registration statement, the members of our compensation committee must satisfy the NASDAQ independence requirements. To satisfy these requirements, a member of the compensation committee of a listed company may not, other than in his or her capacity as a member of the board of directors or of a board committee, accept any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Bowman, Eastman, Nielsen and van Ingen and Drs. Barker, Keegan and Woody are “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements and rules of NASDAQ. Our board of directors has also determined that Mr. Bowman and Drs. Keegan and Barker, who comprise our audit committee, Messrs. Bowman, Eastman and van Ingen, who comprise our compensation committee, and Mr. van Ingen and Drs. Barker and Keegan, who comprise our nominating and governance committee, satisfy the independence standards for those committees established by applicable SEC and NASDAQ rules. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. Our board of directors may, from time to time, establish other committees. The

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composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Upon completion of this offering, the charters for each of these committees will be available on our website at www.proteinsimple.com.

Audit Committee

Our audit committee is comprised of Mr. Bowman and Drs. Barker and Keegan, each of whom satisfies the independence requirements under the NASDAQ listing standards and Rule 10A-3 of the Exchange Act. Mr. Bowman is the chairman of our audit committee, is our audit committee financial expert, as that term is defined under SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses the requisite financial sophistication, as defined under the applicable rules and regulations of NASDAQ. The audit committee operates under a written charter, which will be effective upon the completion of this offering. Under its charter, our audit committee will be responsible for, among other things:

• reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;

• evaluating the performance of our independent registered public accounting firm and deciding whether to retain their services;

• monitoring the rotation of partners on our engagement team of our independent registered public accounting firm;

• reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management, including a review of disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

• considering and approving or disapproving of all related party transactions;

• reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our disclosure controls;

• conducting an annual assessment of the performance of the audit committee and its members, and the adequacy of its charter; and

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters.

Compensation Committee

Our compensation committee is comprised of Messrs. Bowman, Eastman and van Ingen. Mr. van Ingen is the chairman of our compensation committee. Each member of this committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, an outside director, as defined pursuant to Rule 162(m) promulgated under the Internal Revenue Code, and is independent, in accordance with NASDAQ standards. Under its charter, our compensation committee will be responsible for, among other things:

• evaluating and recommending to the full board of directors the compensation and other terms of employment of our chief executive officer and reviewing and approving corporate performance goals and objectives relevant to such compensation;

• determining the compensation and other terms of employment of our other executive officers and certain other employees, and reviewing and approving corporate performance goals and objectives relevant to such compensation;

• reviewing and recommending to the full board of directors the compensation of our directors;

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• evaluating and recommending to the full board of directors the adoption of the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

• establishing policies with respect to equity compensation arrangements;

• administering the equity incentive plans, compensation plans and similar programs;

• reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and recommending to the full board its inclusion in our periodic reports to be filed with the SEC; and

• reviewing and evaluating, at least annually, the performance of the compensation committee and the adequacy of its charter.

Nominating and Governance Committee

Our nominating and governance committee is comprised of Mr. van Ingen and Drs. Barker and Keegan. Dr. Keegan is the chairman of our nominating and governance committee. Under the nominating and corporate governance committee charter to be effective upon the completion of this offering, the nominating and governance committee will be responsible for, among other things:

• reviewing periodically and evaluating director performance on our board of directors and its applicable committees, and recommending to our board of directors and management areas for improvement;

• interviewing, evaluating, nominating and recommending individuals for membership on our board of directors;

• reviewing and recommending to our board of directors any amendments to our corporate governance policies; and

• reviewing and assessing, at least annually, the performance of the nominating and corporate governance committee and the adequacy of its charter.

Our board of directors has determined that each member of our nominating and governance committee is independent within the meaning of the independent director guidelines of NASDAQ.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of these provisions, on our website or in filings under the Exchange Act.

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Non-employee Director Compensation

We currently provide cash compensation to certain of our non-employee directors. Mr. Harkness, who is also an employee, is compensated for his service as an employee and does not receive any additional compensation for his service on our board of directors. The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2013.

Name	Fees Earned or Paid in Cash ($)			Total ($)
A. Blaine Bowman		35,000	(1)		35,000
David L. Barker, Ph.D.		20,000	(2)		20,000
Ronald W. Eastman		—			—
Joseph D. Keegan, Ph.D.(3)		—			—
Jack B. Nielsen		—			—
Christopher van Ingen(3)		—			—
James N. Woody, M.D., Ph.D.		—			—

(1) Mr. Bowman is paid an annual retainer in the amount of $25,000 to serve as the chairman of our board of directors and $2,500 per board meeting attended.

(2) Dr. Barker is paid an annual retainer in the amount of $10,000 to serve as a member of our board of directors and $2,500 per board meeting attended.

(3) Dr. Keegan and Mr. van Ingen joined our board of directors in March 2014.

Although no options were awarded to non-employee directors in 2013, the table below shows the aggregate numbers of shares subject to option awards (exercisable and unexercisable) held as of December 31, 2013 by our non-employee directors:

Name	Exercisable options outstanding as of December 31, 2013		Unexercisable options outstanding as of December 31, 2013
A. Blaine Bowman		—		—
David L. Barker, Ph.D.		30,000		—
Ronald W. Eastman		—		—
Joseph D. Keegan, Ph.D.(1)		—		—
Jack B. Nielsen		50,000		—
Christopher van Ingen(1)		—		—
James N. Woody, M.D., Ph.D.		—		—

(1) Dr. Keegan and Mr. van Ingen joined our board of directors in March 2014.

In                     2014, our board of directors adopted a non-employee director compensation policy, which will be effective for all of our non-employee directors upon the closing of this offering, pursuant to which we will compensate our non-employee directors with a combination of cash and equity. Each such director who is not affiliated with one of our principal stockholders will receive an annual base cash retainer of $         for such service, to be paid quarterly. Each chairperson and lead independent director of our board of directors will receive an additional annual base cash retainer of $         for such service, to be paid quarterly.

The policy also provides that we compensate the members of our board of directors for service on our committees as follows:

• The chairperson of our audit committee will receive an annual cash retainer of $         for such service, paid quarterly, and each of the other members of the audit committee will receive an annual cash retainer of $        , paid quarterly.

• The chairperson of our compensation committee will receive an annual cash retainer of $         for such service, paid quarterly, and each of the other members of the compensation committee will receive an annual cash retainer of $        , paid quarterly.

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• The chairperson of our nominating and corporate governance committee will receive an annual cash retainer of $         for such service, paid quarterly, and each of the other members of the nominating and corporate governance committee will receive an annual cash retainer of $        , paid quarterly.

The policy further provides for the grant of equity awards as follows:

• For each new director that joins our board of directors after the closing of this offering, an initial stock option grant to purchase                 shares of common stock vesting monthly over 36 months; and

• Annually, for each non-employee director continuing to serve on our board of directors, a stock option grant to purchase                 shares of our common stock vesting monthly over 12 months.

Each of these options will be granted with an exercise price equal to the fair market value of our common stock on the date of such grant.

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EXECUTIVE COMPENSATION

This section provides compensation information for the following individuals:

• Timothy A. Harkness, our President and Chief Executive Officer, and member of the Board

• Jason B. Novi, our Chief Financial Officer and Vice President of Operations

• Therese L. Salyer, our Vice President of Sales

In the discussion below, we refer to this group of executives as the “named executive officers.” In accordance with the applicable rules of the SEC, this group is comprised of (1) our principal executive officer and (2) our next two highest compensated executive officers other than the principal executive officer.

The following table shows information regarding the compensation of our named executive officers for services performed in the year ended December 31, 2013.

Summary Compensation Table for Fiscal Year 2013

Name and Principal Position	Salary ($)			Stock Options  ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All other compensation ($)(3)		Total ($)
Timothy A. Harkness President and Chief Executive Officer		423,338	(4)		36,424		317,503		672		777,937
Jason B. Novi Chief Financial Officer and Vice President of Operations		268,729	(5)		12,141		134,377		237		415,484
Therese L. Salyer Vice President of Sales		296,659	(6)		18,212		185,412		296		500,579

(1) For a discussion of the valuation assumptions used to value the options for financial reporting purposes, see Note 10 to our financial statements included elsewhere in this prospectus regarding stock compensation. These amounts reflect the aggregate grant date fair value of stock option awards granted in 2013 calculated in accordance with FASB ASC Topic 718 and do not correspond to the actual value that may be recognized by the named executive officers.

(2) Pursuant to the terms of an incentive plan, which is described below under “—Annual Bonus Opportunity,” each named executive officer was eligible for an incentive bonus targeted at a specified percentage of his or her 2013 base salary, which was 60% for Mr. Harkness, 40% for Mr. Novi and 50% for Ms. Salyer. The actual amount of the incentive bonus was approved by our board of directors, following the end of the calendar year based on achievement of both individual goals for each executive and corporate goals.

(3) Represents group term life insurance premiums paid by us.

(4) Effective February 1, 2013, Mr. Harkness’ 2013 annual base salary was increased from $412,000 to $424,360.

(5) Effective February 1, 2013, Mr. Novi’s 2013 annual base salary was increased from $259,230 to $269,600.

(6) Effective February 1, 2013, Ms. Salyer’s 2013 annual base salary was increased from $290,000 to $297,270.

Annual Base Salary

The compensation of our named executive officers is generally determined and approved by our board of directors, based on the recommendation of the compensation committee. The following were the 2013 base salaries for our named executive officers and their effective base salaries for 2014. Increases in the annual base salary of our named executive officers for each of fiscal year 2013 and 2014 became effective as of February 1 of such fiscal year.

Name	2013 Base Salary ($)		2014 Base Salary ($)
Timothy A. Harkness		424,360		441,334
Jason B. Novi		269,600		286,094
Therese L. Salyer		297,270		309,161

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Annual Bonus Opportunity

Each of Messrs. Harkness and Novi and Ms. Salyer are eligible to earn an annual performance-based bonus targeted at 60%, 40% and 50% of their annual base salary, respectively, based on the attainment of specified corporate performance metrics and an evaluation of individual performance. Following the close of each calendar year, our board of directors will determine the level of attainment of the specified corporate performance metrics and complete an evaluation of individual performance and the amount of any performance bonus earned. Each of the following named executive officers’ 2013 actual bonus, expressed as a percentage of annual base salary, is set forth below.

Name	Actual bonus
Timothy A. Harkness		75	%
Jason B. Novi		50	%
Therese L. Salyer		62.5	%

Offer Letters and Employment Agreements

We have entered into offer letters or employment agreements with each of our named executive officers. The agreements generally provide for at-will employment and set forth the named executive officer’s initial base salary and eligibility for employee benefits and, in Mr. Harkness’ case, severance benefits upon a qualifying termination of employment (including in connection with a change in control of the company). Furthermore, each of our named executive officers has executed a form of our standard proprietary information and inventions assignment agreement. The key terms of these agreements with our named executive officers are described below.

Agreement with Mr. Harkness

We entered into an employment offer letter agreement with Mr. Harkness, dated June 12, 2008, under which Mr. Harkness serves as our President and Chief Executive Officer. Mr. Harkness’ agreement was amended and restated on February 3, 2011. The amended and restated employment agreement provides for at-will employment, requires Mr. Harkness to devote his best efforts and substantially all of his business time and attention to our business, and sets forth Mr. Harkness’ initial annual base salary (originally $400,000) and eligibility to participate in our employee benefit plans and programs, as in effect from time to time. His amended and restated employment agreement also provides for an annual bonus targeted at 60% of Mr. Harkness’ annual salary, upon achievement of sales and individual performance goals to be mutually agreed upon between our board of directors and Mr. Harkness annually.

Additionally, the agreement provides for six months accelerated vesting of any of Mr. Harkness’ unvested shares or options in the event of a “change of control,” as defined in the agreement, or full accelerated vesting of his unvested shares or options if, within one month before or 36 months after a change of control, Mr. Harkness’ employment is terminated without “cause”, as defined in the agreement, or Mr. Harkness resigns for “good reason”, as defined in the agreement. Mr. Harkness also is entitled to the following severance payments and benefits if his employment is terminated without cause or if Mr. Harkness resigns for good reason (including if such termination occurs within one month before or 36 months after a change of control), subject to Mr. Harkness executing a standard form of release in a form provided by the company:

• subject to deductions and withholdings, a cash severance benefit in an amount equal to the sum of (a) twelve months of Mr. Harkness’ base salary, (b) Mr. Harkness’ prior year’s earned annual bonus amount (if not yet paid), (c) 100% of Mr. Harkness’ target bonus, defined as the greater of Mr. Harkness’ actual bonus amount paid for the prior calendar year or the annual percentage of 60% of Mr. Harkness’ base salary or as recently approved by the board, and (d) a pro rata portion of Mr. Harkness’ target bonus based on the number of months worked during the year in which the termination occurs;

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• subject to certain qualifications, payment of COBRA premiums to continue health insurance coverage for Mr. Harkness and his eligible dependents for a period up to the last day of the twelfth calendar month following Mr. Harkness’ termination date;

• extension of the period of time for Mr. Harkness to exercise each of his then vested and outstanding stock options until the earlier of twelve months after the termination date and the expiration of each option as set forth in the applicable stock option agreement; and

• retention of the laptop computer, cellular phone and PDA provided to Mr. Harkness by the company during his employment, provided the aggregate value of such property does not exceed $3,000.

Agreement with Mr. Novi

We entered into a letter agreement with Mr. Novi, dated June 25, 2008, under which Mr. Novi was hired as our Chief Financial Officer and Vice President, Finance. Mr. Novi now serves as our Chief Financial Officer and Vice President of Operations. The letter agreement provides that Mr. Novi is an at-will employee and sets forth his initial annual base salary of $225,000 and his eligibility to participate in our employee benefit plans and programs.

Under Mr. Novi’s letter agreement, we also agreed to grant Mr. Novi stock options under our 2003 Stock Option/Stock Issuance Plan (described below under “—Employee Benefit Plans”) to purchase 140,000 shares of our common stock. The options were granted with an exercise price per share equal to the fair market value of our common stock on the date of grant and 25% of the shares underlying the option vested on the one year anniversary of the vesting commencement date (his initial date of employment) and thereafter 1/48th of the shares vested each month, subject to Mr. Novi’s continued employment with us on each applicable vesting date.

Agreement with Ms. Salyer

We entered into a letter agreement with Ms. Salyer, dated March 1, 2012, under which Ms. Salyer was hired as our Vice President of Sales. The letter agreement provides that Ms. Salyer is an at-will employee and sets forth her initial annual base salary of $290,000 and her eligibility to participate in our employee benefit plans and programs.

Under Ms. Salyer’s letter agreement, we also agreed to grant Ms. Salyer stock options under our 2003 Stock Option/Stock Issuance Plan (described below under “—Employee Benefit Plans”) to purchase 700,000 shares of our common stock. The options were granted with an exercise price per share equal to the fair market value of our common stock on the date of grant and 25% of the shares underlying the option vested on the one year anniversary of the vesting commencement date (her initial date of employment) and thereafter 1/48th of the shares vested each month, subject to Ms. Salyer’s continued employment with us on each applicable vesting date.

Potential Payments and Benefits upon Termination or Change in Control

Employment Agreement with Mr. Harkness

Mr. Harkness’ amended and restated employment agreement provides for certain severance and/or change in control benefits, as further described above under “—Offer Letters and Employment Agreements.”

Executive Severance Benefits Plan—Mr. Novi and Ms. Salyer

Mr. Novi and Ms. Salyer are participants in our executive severance benefits plan, or the Severance Plan, adopted by our board of directors on April 28, 2009, as amended and restated February 3, 2011, and are eligible to receive certain benefits thereunder. Pursuant to the Severance Plan, in the event Mr. Novi or Ms. Salyer are terminated without “cause”, as defined in the Severance Plan, at any time other than during the period commencing immediately prior to the effective date of a “change of control”, as defined in the Severance Plan,

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and ending 12 months following the change of control, Mr. Novi and Ms. Salyer are eligible to receive, subject to the execution of a general waiver and release, (i) a cash severance benefit in an amount equal to six months of their base salaries, subject to withholdings and deductions, and (ii) payment of COBRA premiums to continue health insurance coverage for Mr. Novi and Ms. Salyer and their eligible dependents for a period of up to six months.

In the event Mr. Novi or Ms. Salyer is terminated without cause or if Mr. Novi or Ms. Salyer resigns for “good reason” (as defined in the Severance Plan), in either case, at any time during the period commencing immediately prior to the effective date of a change of control and ending 12 months following the change of control, Mr. Novi and/or Ms. Salyer are eligible to receive, subject to the execution of a general waiver and release, (i) a cash severance benefit in an amount equal to the sum of nine months of their respective base salaries, Mr. Novi’s and Ms. Salyer’s prior year’s earned annual bonus amounts (if not yet paid), respectively, 75% of Mr. Novi’s and Ms. Salyer’s target bonuses, respectively, defined as the greater of Mr. Novi’s and Ms. Salyer’s respective target annual incentive bonuses for the year of termination, or the actual bonus amount paid for the prior calendar year, and a pro rata portion of Mr. Novi’s and/or Ms. Salyer’s target bonuses based on the number of months worked during the year in which the termination occurs (ii) payment of COBRA premiums to continue health insurance coverage for Mr. Novi and Ms. Salyer and their eligible dependents for a period of up to nine months and (iii) full accelerated vesting of any unvested shares of common stock held by Mr. Novi and Ms. Salyer issued pursuant to compensatory equity awards or subject to unexercised stock options.

Management Retention Bonus Plan

Each of Messrs. Harkness and Novi and Ms. Salyer are participants in our Management Retention Bonus Plan, which was adopted in January 2010, and amended in February 2011 and July 2013. The plan is designed to encourage the continued dedication of our key employees in the event of the possibility or occurrence of specified corporate transactions, consisting of a significant restructuring or a change of control.

The plan provides for retention bonuses to be granted to the plan’s participants in the event of a corporate transaction, as defined in the plan, under the following conditions:

Eligibility. Participants who are employees of the company or are providing services to the company on the effective date of the corporate transaction or whose employment or service has been terminated by the company without cause, or have resigned for good reason, each as defined in the plan, within 60 days prior to the effective date of the corporate transaction, are eligible to receive a retention bonus.

Amount. Each retention bonus is equal to the amount of the retention bonus pool multiplied by the participant’s participation percentage, subject to tax limitations. Each participant’s participation percentage is equal to a fraction the numerator of which is the number of shares of our common stock held by the participant as of the closing of the corporate transaction, the denominator of which is the total number of shares held by all participants in the plan as of the closing of the corporate transaction. The retention bonus pool is equal either 5% of the total consideration, as defined in the plan, if the total consideration of the corporate transaction is less than $275,000,000; 6% of the total consideration if the total consideration is between $275,000,000 and $300,000,000; or 7% if the total consideration is greater than $300,000,000.

Payment Timing and Form. The retention bonus will be paid to each participant in a lump sum 30 days from the closing of the corporate transaction, except in the case of certain circumstances further described therein. As a condition of receipt of such bonuses, a participant must execute a general release of claims.

The Management Retention Bonus Plan will automatically terminate upon the closing of this offering.

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Outstanding Equity Awards at Fiscal Year-End for Fiscal Year 2013

The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2013:

	Option awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise  price ($)		Option expiration  date
Timothy A. Harkness		—		—		N/A		N/A
Jason B. Novi		—		—		N/A		N/A
Therese L. Salyer		—		—		N/A		N/A

Employee Benefit Plans

The principal features of our equity incentive plans and our 401(k) plan are summarized below. These summaries are qualified in their entirety by reference to the actual text of the plans, which, other than the 401(k) plan, are filed as exhibits to the registration statement of which this prospectus is a part.

2014 Equity Incentive Plan

Prior to the completion of this offering, our board of directors will adopt, and we expect our stockholders to approve, our 2014 Equity Incentive Plan, or the 2014 plan.

2014 Employee Stock Purchase Plan

Prior to the completion of this offering, our board of directors will adopt, and we expect our stockholders to approve, our 2014 Employee Stock Purchase Plan.

2013 Equity Incentive Plan

Our board of directors approved our 2013 Equity Incentive Plan, or 2013 plan, in April 2013, and our stockholders approved the 2013 plan in May 2013. Our 2013 plan was a continuation of and successor to our 2003 Stock Option/Stock Issuance Plan, or 2003 plan. After our 2013 plan became effective, no further stock awards were made under our 2003 plan. As of March 1, 2014, there were 1,026,693 shares remaining available for the grant of stock awards under our 2013 plan and there were outstanding stock awards covering a total of 3,320,274 shares granted under our 2013 plan.

The 2013 plan will terminate in April 2023, unless our board of directors terminates it earlier. Following its adoption, the 2014 plan will replace the 2013 plan and no additional awards will be granted under the 2013 plan after this offering.

Stock Awards. The 2013 plan provides for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. ISOs may be granted only to our employees or the employees of any parent or subsidiary. All other awards may be granted to our employees, including officers, and to our directors and consultants and to the employees and consultants of our affiliates.

Share Reserve. The aggregate number of shares of our common stock originally reserved for issuance pursuant to stock awards under the 2013 plan is 5,438,764 shares, which was the sum of (1) 584,566 shares (which was the number of shares subject to the 2003 plan’s available share reserve as of the effective date of the

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2013 plan), plus (2) any shares subject to stock options or other stock awards granted under our 2003 plan that expire or terminate for any reason, are forfeited or repurchased by us not to exceed 4,854,198 shares. In January 2014 our board of directors approved an increase in the 2013 plan reserve by 2,366,000 shares.

Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer the 2013 plan. The 2013 plan administrator has the authority to modify outstanding awards under our 2013 plan.

Stock Options. Incentive and nonstatutory stock options are granted pursuant to stock option agreements adopted by the 2013 plan administrator. The 2013 plan administrator determines the exercise price for a stock option, within the terms and conditions of the 2013 plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2013 plan vest at the rate specified by the 2013 plan administrator.

The 2013 plan administrator determines the term of stock options granted under the 2013 plan. In general, if an option holder’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the 2013 plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of our common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO, (5) subject to the consent of the company at the time of exercise, an interest bearing promissory note, and (6) other legal consideration approved by the 2013 plan administrator.

Unless the 2013 plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionholder may designate a beneficiary, however, who may exercise the option following the optionholder’s death.

Tax Limitations on Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the option is not exercisable after the expiration of five years from the date of grant.

Change in Control. Unless otherwise provided in the terms of an individual stock award or another written agreement between us and the holder of a stock award, in the event of a change in control, all outstanding options, stock appreciation rights and restricted stock unit awards will terminate, except to the extent they are assumed by the successor corporation (or its parent) or otherwise continued in full force and effect pursuant to the terms of the change in control transaction. All outstanding repurchase rights will be automatically assigned to the successor corporation and any outstanding repurchase rights may be continued pursuant to the change in control transaction, provided that the successor corporation or its parent may elect to not accept assignment of the outstanding repurchase rights, in which case such rights terminate immediately. The 2013 plan administrator may provide, in an individual award agreement or in any other written agreement between a participant and us that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change in control.

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Under the 2013 plan, a change in control is generally (1) a merger, consolidation or other reorganization, unless securities representing more than 50% of our combined voting power are immediately thereafter beneficially owned in substantially the same proportion by the persons who beneficially owned such securities immediately prior the transaction; (2) a sale, transfer or other disposition of all or substantially of our assets; or (3) the acquisition, directly or indirectly, by any person or related group of persons, of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities from a person or persons other than us.

Amendment and Termination. The 2013 plan will terminate on April 22, 2023. However, our board of directors has the authority to amend, suspend, or terminate our 2013 plan, provided that such action does not impair the existing rights of any participant without such participant’s written consent.

2003 Stock Option/Stock Issuance Plan

Our board of directors and stockholders approved our 2003 plan in January 2003. The plan was amended upon the approvals of our board of directors in January 2010 and our stockholders in June 2010. The 2003 plan terminated and no further awards were granted upon the effective date of the 2013 plan. As of March 1, 2014, there were outstanding stock awards covering a total of 3,291,523 shares that were granted under our 2003 plan.

Stock awards. The 2003 plan provides for the grant of ISO, NSOs, and shares of common stock that may or may not be subject to vesting. ISOs may be granted only to our employees or employees of any parent or subsidiary. All other awards may be granted to our employees, including officers, and to our non-employee directors and consultants or consultants of any parent or subsidiary.

Share Reserve. Shares are no longer available for the grant of stock awards under our 2003 plan. However, if a stock award granted under the 2003 plan expires or otherwise terminates without being exercised in full, the shares of our common stock not acquired pursuant to the stock award again will become available for subsequent issuance under the 2013 plan.

Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer the 2003 plan.

Change in Control. Unless otherwise provided in the terms of an individual stock award or another written agreement between us and the holder of a stock award, in the event of a change in control, all outstanding options will terminate, except to the extent they are assumed by the successor corporation (or its parent) or otherwise continued in full force and effect pursuant to the terms of the change in control transaction. All outstanding repurchase rights will be automatically assigned to the successor corporation and any outstanding repurchase rights may be continued pursuant to the change in control transaction, provided that the successor corporation or its parent may elect to not accept assignment of the outstanding repurchase rights, in which case such rights terminate immediately. The plan administrator may provide, in an individual award agreement or in any other written agreement between a participant and us that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change in control, another specified event, or the involuntary termination of a participant’s service within a designated period of time following a specified event.

Under the 2003 plan, a change in control is generally (1) a merger, consolidation or other reorganization, unless securities representing more than 50% of our combined voting power are immediately thereafter beneficially owned in substantially the same proportion by the persons who beneficially owned such securities immediately prior the transaction; (2) a sale, transfer or other disposition of all or substantially of our assets; or (3) the acquisition, directly or indirectly, by any person or related group of persons, of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities from a person or persons other than us.

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Registration of Shares on Form S-8

As soon as practicable after the closing of this offering, we intend to file with the SEC one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our 2003 plan, 2013 plan, 2014 plan and 2014 ESPP. These registration statements will become effective immediately upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreements described below and Rule 144 limitations applicable to affiliates.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation subject to applicable annual Code limits. The 401(k) plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contributions. These contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

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RELATED PARTY TRANSACTIONS

In addition to the cash and equity compensation arrangements of our directors and executive officers discussed above under “Executive Compensation,” the following is a description of transactions and series of similar transactions, since January 1, 2011, to which we have been a party, in which the amount involved exceeded or will exceed $120,000 within any fiscal year and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock or entities affiliated with them had or will have a direct or indirect material interest.

Series F Preferred Stock Financing

From October 2010 through May 2011, we sold an aggregate of 22,000,000 shares of our Series F Preferred Stock at a purchase price of $1.50 per share, and warrants exercisable for 22,000,000 shares of our common stock at a price of $0.0001 per warrant share, for an aggregate purchase price of $33,002,200.

Immediately prior to the consummation of this offering, we expect all outstanding shares of our Series F Preferred Stock will be converted into shares of common stock on a one-for-one basis. We have no ongoing obligations under the Series F Preferred Stock purchase agreement.

The following table summarizes purchases of our Series F Preferred Stock and the related warrants by our executive officers, directors and holders of more than 5% of our capital stock:

Name of Stockholder	Shares of Series F Preferred Stock		Consideration for Series F Preferred Stock ($)		Common Stock Warrant Shares Purchased		Warrant Purchase Price ($)
Entities affiliated with Domain Partners(1)		2,414,890		3,622,335		2,414,890		241
Entities affiliated with Essex Woodlands Health Ventures Fund(2)		10,564,323		15,846,485		10,564,323		1,056
Novo A/S(3)		2,563,384		3,845,076		2,563,384		256
Entities affiliated with LVP Life Science Ventures(4)		1,800,790		2,701,185		1,800,790		180
Wellcome Trust Investments 2 Unlimited		2,371,384		3,557,076		2,371,384		237

(1) Consists of 2,374,392 Series F shares and warrants to purchase 2,374,392 common shares purchased by Domain Partners VII, L.P., and 40,498 Series F shares and warrants to purchase 40,498 common shares purchased by DP VII Associates, L.P.

(2) Consists of 9,573,918 Series F shares and warrants to purchase 9,573,918 common shares purchased by Essex Woodlands Health Ventures Fund VIII, L.P., 690,282 Series F shares and warrants to purchase 690,282 common shares purchased by Essex Woodlands Health Ventures Fund VIII-A, L.P. and 300,123 Series F shares and warrants to purchase 300,123 common shares purchased by Essex Woodlands Health Ventures Fund VIII-B, L.P. Ronald W. Eastman, one of our directors, is a managing director of Essex Woodlands Health Ventures Fund.

(3) Jack B. Nielsen, a member of our board of directors, is employed as a partner of Novo A/S.

(4) Consists of 342,150 Series F shares and warrants to purchase 342,150 common shares purchased by LVP Life Sciences Ventures I, L.P., and 1,458,640 Series F shares and warrants to purchase 1,458,640 common shares purchased by LVP Life Science Ventures II, L.P. Dr. James N. Woody, one of our directors, is a member of entities affiliated with LVP Life Sciences Ventures I, L.P. and LVP Life Science Ventures II, L.P.

Loans to Executive Officers

Timothy A. Harkness

We entered into an early exercise stock purchase agreement and stock pledge agreement with Timothy Harkness, our Chief Executive Officer, on January 25, 2013. In connection with these agreements, we loaned Mr. Harkness $932,991 for the purchase price of 8,590,451 shares of our common stock issued pursuant to the exercise of an option held by Mr. Harkness, and in exchange received a promissory note from Mr. Harkness. This loan bore interest at the rate per annum of 1%, compounded annually. As of December 31, 2013, the outstanding principal amount of this loan was $932,991. The balance of $        , which included principal and total accrued interest of $         , was repaid in full by Mr. Harkness in                     2014.

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Jason B. Novi

We entered into an early exercise stock purchase agreement and stock pledge agreement with Jason B. Novi, our Chief Financial Officer and Vice President of Operations, on January 25, 2013. In connection with these agreements, we loaned Mr. Novi $178,430 for the purchase price of 1,715,554 shares of our common stock issued pursuant to the exercise of an option held by Mr. Novi, and in exchange received a promissory note from Mr. Novi. This loan bore interest at the rate per annum of 1%, compounded annually. As of December 31, 2013, the outstanding principal amount of this loan was $178,430. The balance of $        , which included principal and total accrued interest of $        , was repaid in full by Mr. Novi in                     2014.

Therese L. Salyer

We entered into an early exercise stock purchase agreement and stock pledge agreement with Therese L. Salyer, our Vice President of Sales, on January 25, 2013. In connection with these agreements, we loaned Ms. Salyer $100,000 for the purchase price of 1,000,000 shares of our common stock issued pursuant to the exercise of an option held by Ms. Salyer, and in exchange received a promissory note from Ms. Salyer. This loan bore interest at the rate per annum of 1%, compounded annually. As of December 31, 2013, the outstanding principal amount of this loan was $100,000. The balance of $        , which included principal and total accrued interest of $        , was repaid in full by Ms. Salyer in                     2014.

Investors’ Rights Agreement

We are a party to an amended and restated investors’ rights agreement with the holders of our outstanding preferred stock, including certain holders of 5% of our capital stock and certain entities with which certain of our directors are affiliated. As of March 1, 2014, the holders of an aggregate of 111,194,497 shares of common stock issuable upon conversion of outstanding preferred stock and shares of capital stock subject to outstanding warrants, are entitled to rights with respect to the registration of their shares following this offering under the Securities Act. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Voting Agreement

We are party to an amended and restated voting agreement under which holders of our preferred stock and certain holders of our common stock, including certain holders of 5% of our capital stock, certain of our directors and entities with which certain of our directors are affiliated, have agreed to vote in a certain way on certain matters, including with respect to the election of directors. Upon the closing of this offering, the board of directors’ election voting provisions relating to electing and designating members of our board of directors contained in the voting agreement will terminate and none of our stockholders will have any special rights regarding the election or designation of members of our board of directors.

Right of First Refusal and Co-Sale Agreement

We are party to an amended and restated right of first refusal and co-sale agreement with the holders of our preferred stock and certain holders of our common stock, including certain holders of 5% of our capital stock, certain of our directors and entities with which certain of our directors are affiliated, pursuant to which such holders of preferred stock have a right of first refusal and co-sale right in respect of certain sales of securities by the certain holders of our common stock party to the right of first refusal and co-sale agreement. Upon the closing of this offering, the right of first refusal and co-sale agreement will terminate.

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Limitations of Liability and Indemnification

Our amended and restated certificate of incorporation and our amended and restated bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law. However, Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or to our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• unlawful payment of dividends or unlawful stock repurchases or redemptions; and

• any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. Delaware law does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors, officers and some of our employees. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors, officers and employees. Furthermore, we maintain director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, regardless of whether we would be permitted to indemnify our directors and officers for such liabilities under Delaware law.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Offer Letter Agreements

We have entered into offer letter agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Offer Letters and Employment Agreements.”

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Other Transactions

We have granted stock options to our executive officers and certain of our directors. For a description of the options that are currently outstanding, see “Management—Non-Employee Director Compensation.”

We have entered into change in control arrangements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits. For a description of these agreements, see “Executive Compensation—Potential Payments and Benefits upon Termination or Change in Control.”

Other than as described above under this section “Related Party Transactions,” since January 1, 2011, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s length dealings with unrelated third parties.

Policies and Procedures for Transactions with Related Parties

Prior to completion of this offering, we intend to adopt a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our capital stock or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. All of the transactions described above were entered into after presentation, consideration and approval by our board of directors.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 1, 2014, and as adjusted to reflect the sale of common stock offered by us in our initial public offering for:

• each stockholder known by us to be the beneficial owner of more than 5% of our capital stock;

• each of our directors;

• each of our named executive officers; and

• all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission, or the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all of the capital stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 100,148,989 shares of common stock outstanding at March 1, 2014. In computing the number of shares of common stock beneficially owned by a person, we deemed to be outstanding all shares of common stock subject to options or warrants held by that person or entity that are currently exercisable or that will become exercisable or releasable within 60 days of March 1, 2014. In computing the percentage of shares beneficially owned before this offering, we deemed to be outstanding all shares of common stock subject to options or warrants held by that person or entity that are currently exercisable or that will become exercisable or releasable within 60 days of March 1, 2014. In computing the percentage of shares beneficially owned after this offering, we deemed to be outstanding all shares of common stock subject to options or warrants held by that person or entity that are currently exercisable or that will become exercisable or releasable within 60 days of March 1, 2014. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o ProteinSimple, 3040 Oakmead Village Drive, Santa Clara, CA 95051.

	Number of Shares Beneficially Owned		Percentages of Shares Beneficially Owned
Name and Address of Beneficial Owner			Before Offering			After Offering
5% Stockholders
Entities affiliated with Domain Partners(1)		15,960,782		15.3	%		%
Entities affiliated with Essex Woodlands Health Ventures Fund(2)		21,128,646		19.1	%		%
Entities affiliated with LVP Life Science Ventures(3)		11,029,902		10.7	%		%
Novo A/S(4)		16,915,691		16.3	%		%
Entities affiliated with Wellcome Trust Investments 2 Unlimited(5)		27,757,429		25.7	%		%
Executive Officers and Directors
Timothy A. Harkness(6)		9,090,451		9.0	%		%
Jason B. Novi(7)		1,915,554		1.9	%		%
Robert M. Gavin(8)		1,402,235		1.4	%		%
Trent A. Basarsky, Ph.D.		1,302,235		1.3	%		%
Therese L. Salyer(9)		1,300,000		1.3	%		%
A. Blaine Bowman		625,000		*			%
David L. Barker, Ph.D.(10)		364,000		*			%
Ronald W. Eastman(11)		21,128,646		19.1	%		%
Jack B. Nielsen(12)		50,000		*			%
James N. Woody, M.D. Ph.D.(13)		11,029,902		10.7	%		%
All executive officers and directors as a group (10 persons)(14)		48,208,023		45.8	%		%

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* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

(1) Consists of 4,974,841 shares and warrants to purchase 4,356,975 shares held by Domain Partners VII, L.P., 225,000 shares held by Domain Associates, L.L.C., 144,115 shares held by DP V Associates, L.P., 84,851 shares and warrants to purchase 74,313 shares held by DP VII Associates, L.P. and 6,100,687 shares held by Domain Partners V, L.P. James C. Blair, Brian H. Dovey, Brian K. Halak, Kim P. Kamdar, Kathleen K. Schoemaker, Jesse I. Treu and Nicole Vitullo, the managing members of Domain Associates, L.L.C., share voting and investment power with respect to its holdings. James C. Blair, Brian H. Dovey, Kathleen K. Shoemaker and Jesse I. Treu, the managing members of One Palmer Square Associates V, LLC, share voting and investment power with respect to the holdings of Domain Partners V, L.P. and DP V Associates, L.P. James C. Blair, Brian H. Dovey, Brian K. Halak, Kathleen K. Schoemaker, Jesse I. Treu and Nicole Vitullo, managing members of One Palmer Square Associates VII, LLC, share voting and investment power with respect to the holdings of Domain Partners VII, L.P. and DP VII Associates, L.P.

(2) Includes warrants to purchase 9,573,918 shares and 9,573,918 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., warrants to purchase 690,282 shares and 690,282 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and warrants to purchase 300,123 shares and 300,123 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P. Essex Woodlands Health Ventures VIII, LLC, the general partner of Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B, may be deemed to have sole voting and dispositive power over shares directly owned by Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B. Ronald Eastman, one of our directors, is a managing member of Essex Woodlands Health Ventures VIII, LLC and may be deemed to have shared voting and dispositive power to dispose of the shares held by Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B.

(3) Consists of warrants to purchase 2,268,640 shares and 6,301,080 shares held by LVP Life Science Ventures II, L.P. (“LVP II”), warrants to purchase 532,150 shares and 1,478,032 shares held by LVP Life Sciences Ventures I, L.P. (“LVP I”) and 450,000 shares held by LVPMC, LLC (“LVPMC”). LVP GP I, LLC (“GP I”) is the general partner of LVP I and LVP GP II, LLC (“GP II”) is the general partner of LVP II. GP I and GP II may be deemed to have sole voting power and dispositive power over the shares held by LVP I and LVP II. Each of GP I, GP II and Patrick Latterell, the managing member of each of GP I and GP II and the manager of LVPMC, may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP I and LVP II, except to the extent of any pecuniary interest therein. Dr. Woody, as a member of each of GP I and GP II, may be deemed to share voting and dispositive power over the reported securities held by LVP I and LVP II, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

(4) Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the “Novo Board”), which is currently comprised of Sten Scheibye, Göran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold Olsen, has shared investment and voting control over the securities held by Novo A/S and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the securities held by Novo A/S. Jack B. Nielsen, a member of our board of directors is employed as a Partner of Novo A/S and is not deemed to be a beneficial owner of, nor have a reportable pecuniary interest in, the securities held by Novo A/S. The address of Novo A/S is Tuborg Havnevej 19, 2900 Hellerrup, Denmark.

(5) Effective as of March 6, 2014, the shares were transferred to The Wellcome Trust Limited, as Trustee of the Wellcome Trust.

(6) Includes 500,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(7) Includes 200,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(8) Includes 100,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(9) Includes 300,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(10) Includes 30,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(11) Consists of warrants to purchase 9,573,918 shares and 9,573,918 shares held by Essex Woodlands Health Ventures Fund VIII, L.P., warrants to purchase 690,282 shares and 690,282 shares held by Essex Woodlands Health Ventures Fund VIII-A, L.P. and warrants to purchase 300,123 shares and 300,123 shares held by Essex Woodlands Health Ventures Fund VIII-B, L.P. Essex Woodlands Health Ventures VIII, LLC, the general partner of Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B, may be deemed to have sole voting and dispositive power over shares directly owned by Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B. Ronald Eastman, one of our directors, is a managing member of Essex Woodlands Health Ventures VIII, LLC and may be deemed to have shared voting and dispositive power to dispose of the shares held by Essex Fund VIII, Essex Fund VIII-A and Essex Fund VIII-B.

(12) Includes 50,000 shares of common stock issuable pursuant to stock options exercisable within 60 days of March 1, 2014.

(13) Consists of warrants to purchase 2,268,640 shares and 6,301,080 shares held by LVP I, warrants to purchase 532,150 shares and 1,478,032 shares held by LVP I and 450,000 shares held by LVPMC. GP I is the general partner of LVP I and GP II is the general partner of LVP II. GP I and GP II may be deemed to have sole voting power and dispositive power over the shares held by LVP I and LVP II. Each of GP I, GP II and Patrick Latterell, the managing member of each of GP I and GP II and the manager of LVPMC, may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP I and LVP II, except to the extent of any pecuniary interest therein. Dr. Woody, as a member of each of GP I and GP II, may be deemed to share voting and dispositive power over the reported securities held by LVP I and LVP II, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

(14) Represents 14,869,475 shares held by our current directors and executive officers, 14,545,113 shares issuable pursuant to stock options or warrants exercisable within 60 days of March 1, 2014 and 18,793,435 shares held by entities affiliated with certain of our directors.

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DESCRIPTION OF CAPITAL STOCK

General

The following description of our capital stock summarizes the most important terms of our capital stock as they are expected to be in effect upon the closing of this offering. The descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon the closing of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

Our amended and restated certificate of incorporation provides for one class of common stock. In addition, our amended and restated certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors. Upon the closing of this offering, our authorized capital stock will consist of              shares, all with a par value of $0.0001 per share, of which:

•              shares are designated as common stock; and

•              shares are designated as preferred stock.

As of March 1, 2014, we had outstanding 100,148,989 shares of common stock, which assumes the conversion of all 77,955,246 outstanding shares of preferred stock into 77,955,246 shares of common stock immediately prior to the closing of this offering. Our outstanding capital stock was held by approximately 218 stockholders of record as of March 1, 2014. As of March 1, 2014, we also had outstanding warrants to acquire 33,209,251 shares of common stock having a weighted-average exercise price of $0.11 per share, warrants to acquire 30,000 shares of preferred stock having a weighted-average exercise price of $1.50 per share, options to acquire 3,289,960 shares of common stock held by employees, directors and consultants pursuant to our 2003 plan having a weighted-average exercise price of $0.10 per share, and options to acquire 2,029,500 shares of common stock held by employees, directors and consultants pursuant to our 2013 plan having a weighted-average exercise price of $0.15 per share.

Common Stock

Voting Rights

Each holder of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders, except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law. We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

Dividends and Distributions. Subject to the prior rights of holders of all classes and series of stock at the time outstanding having prior rights as to dividends, the holders of common stock will be entitled to receive, when, as and if declared by the board of directors, out of any assets legally available therefor, such dividends as may be declared from time to time by the board of directors.

Liquidation Rights. In the event of our liquidation, dissolution or winding-up, upon the completion of the distributions required with respect to any series of preferred stock that may then be outstanding, the remaining assets legally available for distribution to stockholders shall be distributed ratably among the holders of common stock and any participating preferred stock outstanding at that time.

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Preferred Stock

As of March 1, 2014, there were 77,955,246 shares of our preferred stock outstanding. Immediately prior to the closing of this offering, all outstanding shares of our preferred stock will convert into 77,955,246 shares of our common stock.

Upon the closing of this offering, our board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of              shares of preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of our common stock. The issuance of our preferred stock could adversely affect the voting power of holders of our common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control or other corporate action. Upon the closing of this offering, no shares of preferred stock will be outstanding, and we have no present plan to issue any shares of preferred stock.

Warrants

Common Stock Warrants

Pursuant to our Series D Preferred Stock purchase agreement, as amended, and our Series F Preferred Stock purchase agreement, as amended, we issued warrants to purchase 33,209,251 shares of our common stock, 8,666,666 of which have an exercise price of $0.09 per share, 13,333,334 of which have an exercise price of $0.10 per share and 11,209,251 of which have an exercise price of $0.15 per share. These common stock warrants contain expiration dates ranging from October 2014 to May 2018.

Comerica Bank Warrant

Pursuant to our loan and security agreement, dated October 30, 2009, among us, our subsidiary Alpha Innotech Corp. and Comerica Bank, we issued a warrant to purchase 30,000 shares of our Series D preferred stock at an exercise price of $1.50 per share, or the Comerica Warrant. The Comerica Warrant may be exercised in whole or in part at the option of Comerica Bank at any time prior to its expiration on October 30, 2016.

Registration Rights

Stockholder Registration Rights

We are party to an amended and restated investors’ rights agreement that provides that holders of our convertible preferred stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, have certain registration rights, as set forth below. This agreement was originally entered into in September 2009, and was amended and restated from time to time in connection with our preferred stock financings. The registration of shares of our common stock pursuant to the exercise of registration rights described below would enable the holders to sell these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses of the shares registered pursuant to the demand, piggyback and Form S-3 registrations described below, other than the underwriting discounts, commissions, and, with respect to demand registration, fees payable to the selling holders’ counsel which are either unreasonable or are in excess of $25,000.

Generally, in an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. The demand, piggyback and Form S-3 registration rights described below will expire upon the earlier of (1) five years after the closing of this offering, (2) the termination of the amended and restated investors’ rights agreement, or, (3) with respect to each stockholder, at such time when such investor can sell all of its shares in a three month period under Rule 144 or another similar exemption of the Securities Act.

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Demand Registration Rights

The holders of an aggregate of 111,194,497 shares of our common stock issuable upon conversion of outstanding preferred stock and shares of convertible preferred stock subject to outstanding warrants as of March 1, 2014, will be entitled to certain demand registration rights. At any time after the earlier of (1) the third anniversary of the date of the investors’ rights agreement or (2) six months after the effective date of this registration statement, the holders of sixty-six and two-thirds percent (66 ²/₃%) of these shares the outstanding may, on not more than two occasions, request by written notice that we register all or a portion of their shares, subject to certain specified exceptions. Such request for registration must cover fifty percent (50%) of these shares or a lesser percent if the anticipated aggregate offering price, net of the underwriting discounts and commissions, would exceed $10,000,000.

Piggyback Registration Rights

In connection with this offering, the holders of an aggregate of 111,194,497 shares of common stock issuable upon conversion of outstanding preferred stock and shares of convertible preferred stock subject to outstanding warrants as of March 1, 2014, were entitled to, and the necessary percentage of holders waived, their rights to notice of this offering and to include their shares of registrable securities in this offering. In the event that we propose to register any of our securities under the Securities Act in another offering solely for cash, either for our own account or for the account of other security holders, the holders of these shares will be entitled to certain “piggyback” registration rights allowing them to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, including a registration statement on Form S-3 as discussed below, other than with respect to (i) a registration relating solely to the sale of securities to participants in one of our stock plans or a transaction covered by Rule 145 under the Securities Act (ii) a registration in which the only stock being registered is common stock issuable upon conversion of debt securities which are also being registered or (iii) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

Form S-3 Registration Rights

The holders of an aggregate of 111,194,497 shares of our common stock issuable upon conversion of outstanding preferred stock and shares of convertible preferred stock subject to outstanding warrants as of March 1, 2014, will be entitled to certain Form S-3 registration rights. Any holder or holders of not less than thirty percent (30%) of these shares can make a written request that we register their shares on Form S-3 if we are qualified to file a registration statement on Form S-3, subject to certain specified exceptions. Such request for registration on Form S-3 must cover securities the aggregate offering price of which, net of any underwriting discounts and commissions, equals or exceeds $1,000,000. We will not be required to effect more than two registrations on Form S-3 within any twelve-month period.

Anti-Takeover Provisions

Certificate of Incorporation and Bylaws to be in Effect upon the Closing of this Offering

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the closing of this offering will provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent. A special meeting of stockholders may be called by the majority of our whole board of directors, chair of the board of directors or our chief executive officer.

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As described above in “Management—Classified Board,” in accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. Our amended and restated certificate of incorporation will further provide that, immediately after this offering, the affirmative vote of holders of at least     % of the voting power of all of the then outstanding shares of voting stock will be required to amend certain provisions of our certificate of incorporation, including provisions relating to the classified board, the size of the board, removal of directors, special meetings, actions by written consent and cumulative voting. The affirmative vote of holders of at least     % of the voting power of all of the then outstanding shares of voting stock will be required to amend or repeal our bylaws, although our bylaws may be amended by a simple majority vote of our board of directors.

The foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, or Section 203, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

• before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 ²/₃% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

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• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Choice of Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Although we believe that this provision benefits us by providing increased consistency in the application of Delaware General Corporation Law for the specified types of actions and proceedings, the provision may have the effect of discouraging lawsuits against our directors, officers and other employees. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action. For example, if you purchase shares of our common stock between the effective date of this registration statement and the closing of this offering, a court may find that this choice of forum provision does not apply to you.

Transfer Agent and Registrar

Upon the closing of this offering, the transfer agent and registrar for our common stock will be                     . The transfer agent’s address is                             .

Listing

We intend to apply for the listing of our common stock on the NASDAQ Global Select Market under the symbol “PRTN.”

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS OF OUR COMMON STOCK

The following summary describes the material U.S. federal income and estate tax consequences of the acquisition, ownership and disposition of our common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income and estate taxes and does not deal with foreign, state and local consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances, nor does it address U.S. federal tax consequences other than income and estate taxes. Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code, such as financial institutions, insurance companies, tax-exempt organizations, broker-dealers and traders in securities, U.S. expatriates, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, persons that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment or other risk reduction strategy, persons subject to the alternative minimum tax or federal tax on net investment income, partnerships and other pass-through entities, and investors in such pass-through entities. Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them. Furthermore, the discussion below is based upon the provisions of the Code, and Treasury regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively, so as to result in U.S. federal income and estate tax consequences different from those discussed below. We have not requested a ruling from the U.S. Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. This discussion assumes that the Non-U.S. Holder holds our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment).

Persons considering the purchase of our common stock pursuant to this offering should consult their own tax advisors concerning the U.S. federal income and estate tax consequences of acquiring, owning and disposing of our common stock in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction, including any state, local or foreign tax consequences.

For the purposes of this discussion, a “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of common stock that is neither a U.S. Holder, nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes regardless of its place of organization or formation). A “U.S. Holder” means a beneficial owner of our common stock that is for U.S. federal income tax purposes (a) an individual who is a citizen or resident of the U.S., (b) a corporation or other entity treated as a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if it (1) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Distributions

Subject to the discussion below, distributions, if any, made on our common stock to a Non-U.S. Holder of our common stock to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute dividends for U.S. tax purposes and will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide us with a properly executed IRS Form W-8BEN, or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. In the case of a Non-U.S. Holder that is an entity, Treasury Regulations and the relevant tax treaty provide rules to determine whether, for purposes of determining the applicability of a tax treaty, dividends will be treated as paid to the entity or to those holding an interest in that entity. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide

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appropriate documentation to such agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. federal withholding tax under an income tax treaty, you may be able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the U.S. (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that such holder maintains in the U.S.) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to such agent). In general, such effectively connected dividends will be subject to U.S. federal income tax, on a net income basis at the regular graduated rates. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

To the extent distributions on our common stock, if any, exceed our current and accumulated earnings and profits, they will first reduce the Non-U.S. Holder’s adjusted basis in our common stock, but not below zero, and then will be treated as gain to the extent of any excess, and taxed in the same manner as gain realized from a sale or other disposition of common stock as described in the next section.

Gain on Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to gain realized on a sale or other disposition of our common stock unless (a) the gain is effectively connected with a trade or business of such holder in the U.S. (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that such holder maintains in the U.S.), (b) the Non-U.S. Holder is a nonresident alien individual and is present in the U.S. for 183 or more days in the taxable year of the disposition and certain other conditions are met or (c) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or such holder’s holding period. In general, we would be a U.S. real property holding corporation if interests in U.S. real estate comprised (by fair market value) at least half of our business assets. We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation. Even if we are treated as a U.S. real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly and constructively, no more than five percent of our common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (2) our common stock is regularly traded on an established securities market. There can be no assurance that our common stock will qualify as regularly traded on an established securities market.

If you are a Non-U.S. Holder described in (a) above, you will be required to pay tax on the net gain derived from the sale or other disposition of our common stock at regular graduated U.S. federal income tax rates, and corporate Non-U.S. Holders described in (a) above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (b) above, you will be required to pay a flat 30% tax on the gain derived from the sale or other disposition of our common stock, which gain may be offset by U.S. source capital losses (even though you are not considered a resident of the U.S.).

Information Reporting Requirements and Backup Withholding

Generally, we must report information to the IRS with respect to any dividends we pay on our common stock including the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

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Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN or otherwise establishes an exemption.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or foreign, except that information reporting and such requirements may be avoided if the holder provides a properly executed IRS Form W-8BEN or otherwise meets documentary evidence requirements for establishing Non-U.S. Holder status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the U.S. through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Any amounts of tax withheld under the backup withholding rules may be credited against the tax liability of persons subject to backup withholding, provided that the required information is timely furnished to the IRS.

Foreign Accounts

A U.S. federal withholding tax of 30% may apply on dividends on and the gross proceeds of a sale or other disposition of our common stock paid to a foreign financial institution (as specifically defined by applicable rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). This U.S. federal withholding tax of 30% will also apply on dividends on and the gross proceeds of a sale or other disposition of our common stock to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these withholding rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Holders are encouraged to consult with their own tax advisors regarding the possible implications of these withholding rules on their investment in our common stock.

The IRS has issued guidance providing that the withholding provisions described above will generally apply to payments of dividends made on or after July 1, 2014 and to payments of gross proceeds from a sale or other disposition of common stock on or after January 1, 2017.

Federal Estate Tax

An individual Non-U.S. Holder who is treated as the owner of, or has made certain lifetime transfers of, an interest in our common stock will be required to include the value thereof in his or her gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise, even though such individual was not a citizen or resident of the U.S. at the time of his or her death.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our capital stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of March 1, 2014, upon the closing of this offering,             shares of common stock will be outstanding, assuming no exercise of the underwriters’ option to purchase additional shares of common stock, no exercise of outstanding options or our outstanding warrants. Of the outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

The remaining shares of our common stock outstanding after this offering are restricted securities as such term is defined in Rule 144 under the Securities Act and are subject to lock-up agreements with us as described below. Following the expiration of the lock-up period, restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or 701 promulgated under the Securities Act, described in greater detail below.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our common stock outstanding after this offering, which will equal shares assuming no exercise of the underwriters’ option to purchase additional shares of common stock; or

• the average weekly trading volume of our common stock on NASDAQ during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits re-sales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers, directors or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and under “Underwriting” and will become eligible for sale at the expiration of those agreements.

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Lock-Up Agreements

We and substantially all of our directors, executive officers, stockholders and optionholders have agreed with the underwriters that for a period of 180 days following the date of this prospectus, subject to certain exceptions, we and they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or transfer any of our shares of common stock, any options or warrants to purchase shares of our common stock, or any securities convertible into, or exchangeable for or that represent the right to receive shares of our common stock. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated may, in their sole discretion, at any time, release all or any portion of the shares from the restrictions in such agreement. These agreements are further described in “Underwriting.”

Employees can only sell vested shares. Employees who do not hold vested shares, including shares subject to options, upon expiration of these selling restrictions will not be able to sell shares until they vest.

Registration Rights

On the date beginning 180 days after the date of this prospectus, the holders of approximately shares of our common stock, or their transferees, will be entitled to certain rights with respect to the registration of those shares under the Securities Act. For a description of these registration rights, see “Description of Capital Stock—Registration Rights.” If these shares are registered, they will be freely tradable without restriction under the Securities Act.

Equity Incentive Plans

As soon as practicable after the closing of this offering, we intend to file a Form S-8 registration statement under the Securities Act to register shares of our common stock issued or reserved for issuance under our equity compensation plans and agreements. This registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For a more complete discussion of our equity compensation plans, see “Executive Compensation—Employee Benefit Plans.”

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UNDERWRITING

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith                      Incorporated
Cowen and Company, LLC
Leerink Partners LLC
Total

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters.

The underwriters have an option to buy up to             additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without over-allotment exercise	With full over-allotment exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $        , which includes $         that we have agreed to reimburse the underwriters for certain Financial Industry Regulatory Authority, or FINRA, related expenses incurred by them in connection with this offering.

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A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not, subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or lend or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing management incentive plans.

Our directors and executive officers, and substantially all of our securityholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated:

• offer, pledge, sell, contract to sell any of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

• sell any option or contract to purchase any of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

• purchase any option or contract to sell any of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

• grant any option, right or warrant to purchase any of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

• otherwise transfer or dispose of any of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

• enter into any swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise; or

• make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

The foregoing restrictions also apply to common stock or such other securities which may be deemed to be beneficially owned by such securityholders in accordance with the rules and regulations of the SEC. However, the foregoing restrictions shall not apply to:

• shares of our common stock, if any, to be sold or transferred pursuant to the terms of the underwriting agreement;

• (i) the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock as a bona fide gift or gifts, by operation of law, such as pursuant to

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a qualified domestic relations order or in connection with a divorce settlement, by will or intestate succession upon the death of a securityholder, or to any immediate family of a securityholder or to any trust for the benefit of a security holder or the immediate family of such securityholder, (ii) the distribution of shares of our common stock to members, limited partners, stockholders or other equityholders of a securityholder, or (ii) the transfer of shares of our common stock to affiliates of, or other entities controlled or managed by, a securityholder; provided that in each case (1) each donee, transferee, distributee, or trustee shall execute and deliver to the representatives a lock-up letter in the form of the lock-up agreement; and (2) no filing by any party (donor, donee, transferor or transferee, distributor or distributee, trustor or trustee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution, other than a filing on a Form 5 made after the expiration of the restricted period referred to above;

• the transfer of share of our common stock acquired in open market transactions on or after the date of this prospectus; provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution, other than a filing on a Form 5 made after the expiration of the restricted period referred to above;

• the transfer of shares of our common stock that a securityholder may purchase in this public offering, except if such securityholder is one of our officers or directors; provided that no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution, other than a filing on a Form 5 made after the expiration of the restricted period referred to above;

• the establishment of a 10b5-1 trading plan that complies with Rule 10b5-1 under the Exchange Act; provided that as there are no sales of shares of our common stock or other securities convertible, exercisable or exchangeable for shares of our common stock under such plans during the restricted period referred to above; and provided, further, that no filing by any party under the Exchange Act or other public announcement of entry into such 10b5-1 trading plan shall be required or shall be made voluntarily in connection with such transfer or distribution during the restricted period referred to above;

• the exercise of any rights to purchase (including by means of a cashless exercise or a disposition to us), exchanging or converting any stock options granted pursuant to our equity incentive plans or warrants or any other such securities convertible into or exchangeable or exercisable for our common stock, so long as the shares of our common stock received upon such exercise, exchange or conversion shall remain subject to the terms of the lock-up agreement; and

• the transfer of shares of our common stock or other securities convertible, exercisable or exchangeable for shares of our common stock in connection with a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of our capital stock involving a change of control; provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the shares of our common stock and other securities convertible, exercisable or exchangeable for shares of our common stock held by such securityholders shall remain subject to the provisions of the lock-up agreement.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our common stock approved for listing on the NASDAQ Global Select Market under the symbol “PRTN”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing

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transactions may include making short sales of the common stock, which involve the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NASDAQ Global Select Market, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common stock, or that the shares of common stock will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering

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and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

United Kingdom

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), from and including the date on which the European Union Prospectus Directive (the ‘‘EU Prospectus Directive’’) was implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

• to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

• to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

• in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of securities to the public’’ in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression “EU Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, our company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations

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or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

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b) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

c) where no consideration is or will be given for the transfer;

d) where the transfer is by operation of law;

e) as specified in Section 276(7) of the SFA; or

f) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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LEGAL MATTERS

Cooley LLP, Palo Alto, California, will pass upon the validity of the shares of common stock offered hereby. The underwriters are being represented by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, in connection with the offering.

EXPERTS

The consolidated financial statements of ProteinSimple at December 31, 2012 and 2013, and for each of the two years in the period ended December 31, 2013, included in this prospectus and registration statement, have been audited by Ernst & Young LLP, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and our common stock offered hereby, please refer to the registration statement, including the exhibits and the financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. We currently do not file periodic reports with the SEC. Upon closing of our initial public offering, we will be required to file periodic reports, proxy statements and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy statements and other information about issuers that file electronically with the SEC. The address of that website is www.sec.gov.

We do not presently file periodic reports with the SEC, however, upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file reports, proxy statements and other information with the SEC. You will be able to inspect and copy these reports, proxy statements and other information at the Public Reference Room maintained by the SEC at the address noted above, and at the SEC’s website www.sec.gov. We intend to furnish our stockholders with annual reports containing audited financial statements and make available quarterly reports containing unaudited financial statements. Our website address is www.proteinsimple.com. The contents of our website are not part of this prospectus and you should not consider the contents of our website in making an investment decision regarding our common stock.

110

ProteinSimple

Index to Consolidated Financial Statements

Years Ended December 31, 2012 and 2013

Contents

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Comprehensive Income (Loss)	F-5
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ProteinSimple:

We have audited the accompanying consolidated balance sheets of ProteinSimple as of December 31, 2012 and 2013, and the related consolidated statements of operations, comprehensive income and (loss), convertible preferred stock and stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ProteinSimple at December 31, 2012 and 2013, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Jose, California

March 27, 2014

F-2

ProteinSimple

Consolidated Balance Sheets

(In thousands, except per share amounts)

	December 31,						Proforma Stockholders’ Equity December 31, 2013
	2012			2013
							(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,715		$	12,160
Accounts receivable, net		9,638			9,166
Inventory		4,796			6,171
Prepaid expenses and other current assets		1,270			551
Total current assets		20,419			28,048
Property and equipment, net		1,351			1,918
Deposit and other assets		439			434
Intangible assets, net		10,814			7,666
Goodwill		30,815			30,815
Total assets	$	63,838		$	68,881
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	1,643		$	1,836
Accrued liabilities		3,512			4,451
Short-term debt		8,214			10,664
Deferred revenue		1,550			2,170
Total current liabilities		14,919			19,121
Other liabilities:
Long-term debt		3,677			3,677
Deferred tax liability		2,048			1,612
Deferred revenue, long-term		411			499
Other long-term liabilities		1,030			887
Total other liabilities		7,166			6,675
Commitments and contingencies (see Note 6)
Convertible preferred stock, $0.0001 par value:
78,835 shares authorized at December 31, 2012 and 2013; 77,955 shares issued and outstanding at December 31, 2012 and 2013, respectively (aggregate liquidation preference of $109,898 at December 31, 2012 and 2013); no shares authorized or issued and outstanding pro forma (unaudited)		107,708			107,708			—
Stockholders’ equity (deficit):
Common stock, $0.0001 par value:
160,000 shares authorized at December 31, 2012 and 2013; 6,302 and 22,138 shares issued and outstanding at December 31, 2012 and 2013, respectively; 160,000 shares authorized pro forma (unaudited); 100,093 shares issued and outstanding pro forma (unaudited)		1			1			10
Additional paid-in capital		2,849			3,728			111,441
Accumulated other comprehensive loss		(141	)		(707	)		(707	)
Accumulated deficit		(68,664	)		(67,645	)		(67,645	)
Total stockholders’ equity (deficit)		(65,955	)		(64,623	)		43,099
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	63,838		$	68,881		$

See accompanying notes to consolidated financial statements.

F-3

ProteinSimple

Consolidated Statements of Operations

(In thousands, except per share amounts)

	Year ended December 31,
	2012			2013
Revenue	$	40,301		$	51,099
Cost of goods sold		15,081			16,709
Gross profit		25,220			34,390
Operating expenses:
Research and development		6,372			6,480
Selling, general and administrative		22,820			26,094
Total operating expenses		29,192			32,574
Income (loss) from operations		(3,972	)		1,816
Interest and other expense (net)
Interest and other income		367			465
Interest and other expense		(588	)		(644	)
Total interest and other expense, net		(221	)		(179	)
Income (loss) before taxes		(4,193	)		1,637
Tax provision		200			618
Net income (loss)	$	(4,393	)	$	1,019
Net income (loss) attributable to common stockholders	$	(4,393	)	$	—
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.73	)	$	0.00
Diluted	$	(0.73	)	$	0.00
Weighted average shares outstanding used to calculate net income (loss) per share:
Basic		6,020			7,359
Diluted		6,020			14,780
Pro forma net income per share (unaudited):
Basic				$	0.01
Diluted				$	0.01
Weighted average shares outstanding used to calculate pro forma net income per share (unaudited):
Basic					85,314
Diluted					92,735

See accompanying notes to consolidated financial statements.

F-4

ProteinSimple

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

	Year ended December 31,
	2012			2013
Net income (loss)	$	(4,393	)	$	1,019
Change in fair value of interest rate swap		(111	)		2
Foreign currency translation adjustment, net of tax of $0 and $0 for the years ended December 31, 2012 and 2013, respectively		5			(568	)
Comprehensive income (loss)	$	(4,499	)	$	453

See accompanying notes to consolidated financial statements.

F-5

ProteinSimple

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(In thousands)

	Convertible Preferred Stock				Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount
Balance at December 31, 2011		77,955	$	107,708		5,557	$	1	$	2,567	$	(35	)	$	(64,271	)	$	(61,738	)
Issuance of common stock upon exercise of stock options		—		—		745		—		79		—			—			79
Stock-based compensation expense		—		—		—		—		203		—			—			203
Change in fair value of interest rate swap		—		—		—		—		—		(111	)		—			(111	)
Foreign currency translation adjustment		—		—		—		—		—		5			—			5
Net loss		—		—		—		—		—		—			(4,393	)		(4,393	)
Balance at December 31, 2012		77,955		107,708		6,302		1		2,849		(141	)		(68,664	)		(65,955	)
Issuance of common stock upon exercise of stock options		—		—		15,836		—		202		—			—			202
Stock-based compensation expense		—		—		—		—		677		—			—			677
Change in fair value of interest rate swap		—		—		—		—		—		2			—			2
Foreign currency translation adjustment		—		—		—		—		—		(568	)		—			(568	)
Net income		—		—		—		—		—		—			1,019			1,019
Balance at December 31, 2013		77,955	$	107,708		22,138	$	1	$	3,728	$	(707	)	$	(67,645	)	$	(64,623	)

See accompanying notes to consolidated financial statements.

F-6

ProteinSimple

Consolidated Statements of Cash Flows

(In thousands)

	Year ended December 31,
	2012			2013
Operating activities
Net income (loss)	$	(4,393	)	$	1,019
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,357			1,072
Amortization of intangible assets		2,586			2,408
Impairment of intangible assets		—			740
Stock-based compensation expense		203			677
Other		(178	)		(62	)
Changes in operating assets and liabilities:
Accounts receivable		(912	)		174
Inventory		7			(1,702	)
Prepaid expenses and other assets		(558	)		686
Accounts payable		(1,826	)		226
Accrued and other liabilities		(137	)		903
Deferred revenue		(343	)		775
Deferred tax liability		746			(359	)
Net cash provided by (used in) operating activities		(3,448	)		6,557
Investing activities
Purchase of property and equipment		(148	)		(1,430	)
Net cash used in investing activities		(148	)		(1,430	)
Financing activities
Proceeds from exercise of common stock options		72			202
Proceeds from revolving credit facility		5,318			5,529
Repayments on revolving credit facilities		(3,608	)		(3,079	)
Proceeds from term loan		1,500			—
Net cash provided by financing activities		3,282			2,652
Effect of exchange rate changes on cash and cash equivalents		23			(334	)
Net (decrease) increase in cash and cash equivalents		(291	)		7,445
Cash and cash equivalents at beginning of year		5,006			4,715
Cash and cash equivalents at end of year	$	4,715		$	12,160
Supplemental disclosures of cash flow information
Cash paid for interest	$	406		$	438
Income tax paid	$	15		$	13
Noncash investing and financing activity
Purchase of property and equipment, accrued but not paid	$	18		$	121
Common stock issued in exchange for promissory notes	$	—		$	1,475

See accompanying notes to consolidated financial statements.

F-7

ProteinSimple

Notes to Consolidated Financial Statements

1. Organization and Basis of Presentation and Consolidation

ProteinSimple (“ProteinSimple” or the “Company”), a life sciences instrumentation company, was incorporated in the state of Delaware on December 20, 2000, as Signal Analytics, Inc. In September 2003, the Company changed its name to Cell Biosciences, Inc. In July 2011, the Company changed its name to ProteinSimple.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the results of ProteinSimple and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain judgments, assumptions and estimates that affect the reported amounts in several areas, including, but not limited to, those related to revenue recognition, collectability of accounts receivable, contingent liabilities, fair value of share-based awards, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, and income taxes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates and such differences could be material to the Company’s consolidated financial position and results of operations.

Unaudited Pro Forma Stockholders’ Equity and Net Income Per Share

The December 31, 2013 unaudited pro forma stockholders’ equity data has been prepared assuming the conversion of the preferred stock outstanding into 77,955,245 shares of common stock and the conversion of all warrants exercisable for convertible preferred stock outstanding as of December 31, 2013 into warrants exercisable for shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liabilities, included in accrued liabilities, to additional paid-in capital. Pro forma basic and diluted net income per share has been computed to give effect to (i) the assumed conversion of the 77,955,245 shares of convertible preferred stock outstanding as of December 31, 2013 into 77,955,245 shares of common stock in connection with the Company’s proposed initial public offering, or IPO, and (ii) the conversion of all warrants exercisable for convertible preferred stock outstanding as of December 31, 2013 into warrants exercisable for shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liabilities, included in accrued liabilities, to additional paid-in capital, which when added to the existing 22,138,224 shares of common stock outstanding as of December 31, 2013, results in a total of 100,093,469 shares of common stock. The pro forma net income per share attributable to common stockholders does not include the shares expected to be sold and related proceeds to be received from the IPO. For purposes of pro forma basic and diluted income per share attributable to common stockholders, all shares of convertible preferred stock have been treated as though they had been converted to common stock in all periods in which such shares were outstanding.

Foreign Currency Translation

The U.S. dollar is the functional currency for the Company. The functional currencies of the subsidiaries are the local currencies, which are translated to the U.S. dollar at each period end. Assets and liabilities were

F-8

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

translated at rates of exchange at the balance sheet date and income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments were included in accumulated other comprehensive loss, a separate component of stockholders’ deficit.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting.

Revenue Recognition

A majority of the Company’s revenue is derived from the sale of instruments to end-users with a one-year warranty. Other revenue is primarily derived from the sale of consumables and extended warranty contracts.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. No right of return exists for the Company’s products except in the case of damaged goods. The Company has not experienced any significant returns of its products. Shipping and handling costs are expensed as incurred and included in cost of sales. In those cases where the Company bills shipping and handling costs to customers, the amounts billed are classified as revenue. Revenue for product sales is recognized generally upon shipment and transfer of title to the customer, provided all other criteria for revenue recognition are met. Revenue for extended warranty contracts is recognized ratably over the agreement period, which is generally one to two years.

For multiple element arrangements, the total consideration for an arrangement is allocated among the separate elements in the arrangement based on a selling price hierarchy. The selling price hierarchy for a deliverable is based on: 1) vendor specific objective evidence (“VSOE”), if available; 2) third party evidence of selling price if VSOE is not available; or 3) an estimated selling price, if neither VSOE nor third party evidence is available. Estimated selling price is the Company’s best estimate of the selling price of an element in a transaction. The Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services or other future performance obligations. The Company recognizes revenue for delivered elements only when the Company determines there are no uncertainties regarding customer acceptance.

Advance payments received in excess of amounts earned, such as funds received in advance of products to be delivered or services to be performed, are classified as deferred revenue until earned.

Cost of Goods Sold

Cost of goods sold for manufactured components consists of raw material part costs and associated freight, shipping and handling costs, contract manufacturer costs, personnel costs, yield loss, stock-based compensation, overhead and other direct costs related to those sales recognized as product revenue in the period. Period costs, which consist primarily of logistic costs, manufacturing ramp-up costs, expenses for inventory obsolescence, lower-of-cost-or-market adjustments and warranty obligations, are recognized in the period in which they are incurred. Costs of providing services are included in cost of goods sold in the period in which they are incurred.

Reserve for Product Warranties

The Company warrants its systems to be free from defects for a period of generally 12 months from the date of sale and its disposable products to be free from defects, when handled according to product specifications, for

F-9

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

the stated life of such products. Accordingly, a provision for the estimated cost of warranty repair or replacement is recorded at the time revenue is recognized. The Company’s warranty provision is established using management’s estimate of future failure rates and future costs of repairing any failures during the warranty period or replacing any disposable products with defects.

Research and Development

Research and development costs are expensed as incurred. Research and development costs consist of salaries, employee benefits, research supplies, materials for prototypes and allocated overhead costs that include facility and other overhead costs.

Cash and Cash Equivalents

Cash equivalents are stated at fair value. Cash equivalents include only securities having an original maturity of three months or less at the time of purchase. The Company limits its credit risk associated with cash and cash equivalents by placing its investments with banks it believes are highly creditworthy and with highly rated money market funds. As of December 31, 2012 and 2013, cash and cash equivalents consisted of bank deposits and investments in money market funds.

Derivative Financial Instruments

The Company holds a derivative financial instrument to manage interest rate risk, which is recorded at fair value and is included in other long-term liabilities.

The accounting policy for derivative financial instruments are based on whether they meet the criteria for designation as a cash flow hedge. The criteria for designating a derivative as a cash flow hedge include the assessment of the instrument’s effectiveness in risk reduction, matching of the derivative instrument to its underlying transaction and the assessment of the probability that the underlying transaction will occur. For derivatives with cash flow hedge accounting designation, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss) and reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated statements of income as the impact of the hedged transaction. Derivatives that are designated as cash flow hedges are classified in the consolidated statements of cash flows in the same section as the underlying item, primarily within cash flows from financing activities.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including the Company’s accounts receivable and accounts payable, approximate fair value due to their short maturities. Based on currently available borrowing rates, the carrying values of the debt and long-term liabilities approximate fair value.

Concentrations of Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are primarily placed with financial institutions in the United States and issuers with a high-quality credit rating. The Company believes that it has established guidelines for investment of its excess cash in order to maintain liquidity through its policy of diversification and investment maturity. The Company has historically not experienced significant credit losses from investments and accounts receivable. The Company performs a regular review of customer activity and associated credit risks.

As of December 31, 2012, no customer accounted for more than 10% of accounts receivable. As of December 31, 2013, one customer accounted for approximately 11% of accounts receivable.

F-10

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2012, no vendor accounted for more than 10% of accounts payable. As of December 31, 2013, one vendor accounted for approximately 11% of accounts payable.

Accounts Receivable

Trade accounts receivable are recorded net of an allowance for doubtful accounts, are stated at the net invoice value and are not interest bearing. The Company considers receivables past due based on whether the amounts owed are outstanding beyond the period indicated in the contractual payment terms. The Company reviews its credit exposure to amounts receivable and records an allowance for doubtful accounts against specific amounts if collectability is no longer reasonably assured. The Company re-evaluates such allowances on a regular basis and adjusts its allowances as needed. The Company’s allowance for doubtful accounts as of December 31, 2012 and 2013, was $44,000 and $40,000, respectively.

Inventory

Inventory is stated at the lower of standard cost (which approximates actual cost) or market, with cost determined on the first-in-first-out method. Allocation of fixed production overheads to conversion costs is based on normal capacity of production. Abnormal amounts of idle facility expense, freight, handling costs and spoilage are expensed as incurred and not included in overhead. Write-downs for inventory obsolescence are established as determined necessary based on historical experience and current expectations of future performance.

Property and Equipment

Property and equipment consist of tools and equipment, computer equipment and software, furniture and leasehold improvements and are recorded at cost. Maintenance and repairs are charged to expense as incurred, and costs of improvements are capitalized. Depreciation expense is provided using the straight-line method based on an estimated useful life that is generally three years, and in the case of leasehold improvements, the remaining term of the lease, unless the useful life of the asset is shorter.

Leases

The Company enters into lease agreements for its manufacturing, laboratory and office facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the term of the lease. Incentives granted under the Company’s facilities leases, including allowances to fund leasehold improvements and rent holidays, are recorded as liabilities and are recognized as reductions to rental expense on a straight-line basis over the term of the lease.

Goodwill and Intangible Assets

Goodwill represents the excess of the cost over fair value of the net assets acquired. Intangible assets include acquired technology and customer relationships. The cost of identified intangible assets is amortized on a straight-line basis over periods ranging from one to nine years, with the exception of trade names, which have been assigned an indefinite life.

The Company reviews its intangible assets for impairment and conducts the impairment review when events or circumstances indicate the carrying value of a long-lived asset may be impaired by estimating the future undiscounted cash flows to be derived from an asset to assess whether or not a potential impairment exists. If the carrying value exceeds the Company’s estimate of future undiscounted cash flows, an impairment value is

F-11

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

calculated as the excess of the carrying value of the asset over the Company’s estimate of its fair market value. Events or circumstances which could trigger an impairment review include a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition, significant changes in the Company’s use of acquired assets, the Company’s overall business strategy, or significant negative industry or economic trends.

Goodwill is tested for impairment at a minimum on an annual basis and at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. We are organized in one reporting unit. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. The Company conducted its annual impairment tests of goodwill in the fourth quarters of 2013 and 2012. As a result of these tests, the Company determined that no adjustment to the carrying value of goodwill was required.

During the fourth quarter of 2013, based on the impairment testing described above, management determined that one of its developed technology intangible assets was not recoverable as the technology was no longer projected to be utilized in future product offerings and thus projected cash flows did not exceed carrying value. The technology and other related intangible assets were considered to be fully impaired and the balances were written down to zero. The Company recorded impairment charges of $740,000 in the selling, general and administrative expenses for the year ended December 31, 2013. There were no such impairment charges in 2012.

Advertising Costs

All advertising costs are expensed as incurred. Advertising expense, which is included in selling, general and administrative expenses, totaled approximately $166,000 and $305,000 for the years ended December 31, 2012 and 2013, respectively.

Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

In determining fair value of the stock-based compensation payments, the Company uses the Black-Scholes-Merton model and a single option award approach, which requires the input of subjective assumptions. These assumptions include: fair value of the common stock, estimating the length of time employees will retain their vested stock options before exercising them (expected term), the estimated volatility of the Company’s common stock price over the expected term (expected volatility), the risk-free interest rate (interest rate), expected dividends and the number of shares subject to options that will ultimately not complete their vesting requirements (forfeitures). Changes in the following assumptions can materially affect the estimate of the fair value of stock-based compensation. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. The factors included, but were not limited to: (i) contemporaneous valuations of the Company’s common stock by an unrelated third party; (ii) the prices at which the Company sold shares of its convertible preferred stock to outside investors in arms-length transactions; (iii) the rights, preferences and privileges of the Company’s convertible preferred stock relative to those of its common stock; (iv) the rights of

F-12

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

freestanding warrants (v) the Company’s results of operations, financial position and capital resources; (vi) current business conditions and projections; (vii) the lack of marketability of the Company’s common stock; (viii) the hiring of key personnel and the experience of management; (ix) the introduction of new products; (x) the risk inherent in the development and expansion of the Company’s products; (xi) the Company’s stage of development and material risks related to its business; (xii) the fact that the option grants involve illiquid securities in a private company; and (xiii) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, in light of prevailing market conditions. The Company uses the simplified calculation of expected life and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company’s historical experience.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company’s policy is to recognize interest charges and penalties related to unrecognized tax benefits within income tax expense in the accompanying consolidated statement of operations. Accrued interest and penalties, when applicable, are included within the related tax liability in the consolidated balance sheet.

The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement.

Convertible Preferred Stock Warrants

The Company accounts for its Series D convertible preferred stock warrant as a liability as the underlying shares are deemed to be contingently redeemable. These warrants are classified as liabilities on the consolidated balance sheets at their estimated fair value. At the end of each reporting period, changes in estimated fair value during the period are recorded as a component of interest expense and other, net. The Company will continue to adjust the liability for changes in estimated fair value until the earlier of the expiration of the warrants, exercise of the warrants, or conversion of the warrants, including upon the completion of an IPO, to common stock warrants that will no longer be subject to remeasurement.

Recently Adopted Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the presentation of unrecognized tax benefits when a net operating loss carryforward, similar tax loss or tax credit carryforward exists. The new guidance requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the tax law. This guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013. Retrospective and early adoption is permitted. The Company adopted this guidance in 2013.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

3. Fair Value Measurements

Certain financial assets and liabilities are recorded at fair value. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The Company’s financial instruments have consisted of Level 1 and Level 2 assets and Level 3 liabilities. Where quoted prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. Level 1 securities include highly liquid money market funds.

In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy. Level 3 liabilities that are measured at estimated fair value on a recurring basis consists of a convertible preferred stock warrant liability and the Company’s interest rate swap agreement. The primary objective of holding the interest rate swap agreement is to modify the interest characteristics of the Company’s term debt. As of the effective date, we designated the interest rate swap agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreement is highly correlated to the changes in prime interest rates. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses will be recorded as a component of interest expense. As of December 31, 2013, the Company recorded $109,000 as part of accumulated other comprehensive loss on the consolidated balance sheet.

The estimated fair values of the outstanding preferred stock warrant liability is measured using the Black-Scholes-Merton option-pricing model. Inputs used to determine estimated fair value include the estimated fair value of the underlying preferred stock at the measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends on convertible preferred stock and expected volatility of the price of the underlying convertible preferred stock.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at estimated fair value using Level 3 inputs. There were no transfers within the hierarchy during the years ended December 31, 2012 and 2013.

The following table sets forth the fair value of the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2012 and 2013.

As of December 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Money market funds	$	1	$	—	$	—	$	1
Interest rate swap liability	$	—	$	—	$	111	$	111
Convertible preferred stock warrant liability	$	—	$	—	$	15	$	15

As of December 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total
Money market funds	$	7,001	$	—	$	—	$	7,001
Interest rate swap liability	$	—	$	—	$	109	$	109
Convertible preferred stock warrant liability	$	—	$	—	$	14	$	14

The following table provides a summary of changes in the fair value of the Company’s interest rate swap liability (in thousands):

	Year ended December 31,
	2012			2013
Interest rate swap liability at beginning of the year	$	—		$	(111	)
Change in fair value of interest rate swap included in accumulated other comprehensive income		(111	)		2
Interest rate swap liability at end of the year	$	(111	)	$	(109	)

The following table provides a summary of changes in the fair value of the Company’s convertible preferred stock warrant liabilities (in thousands):

	Year ended December 31,
	2012			2013
Convertible preferred stock warrant liability at beginning of the year	$	203		$	15
Expiration of unexercised Series A convertible preferred stock warrants during the year, included in interest and other (income) expense		(184	)		—
Change in fair value of convertible preferred stock warrant liability included in interest and other (income) expense		(4	)		(1	)
Convertible preferred stock warrant liability at end of the year	$	15		$	14

Refer to Note 8 for the assumptions used to value the convertible preferred stock warrant liability.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

4. Balance Sheet Components

Allowance for Doubtful Accounts

The following table presents a reconciliation for the allowance for doubtful accounts (in thousands):

	As of December 31,
	2012			2013
Beginning balance	$	182		$	44
Bad debt (reversal) expense		(60	)		41
Write-offs		(78	)		(45	)
Ending balance	$	44		$	40

Inventory

Inventory consisted of the following (in thousands):

	As of December 31,
	2012		2013
Raw materials	$	3,610	$	4,336
Finished products		1,186		1,835
	$	4,796	$	6,171

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

	As of December 31,
	2012			2013
Tools and equipment	$	2,625		$	3,899
Computer equipment and software		907			1,010
Furniture		295			290
Leasehold improvements		767			778
		4,594			5,977
Less accumulated depreciation and amortization		(3,243	)		(4,059	)
	$	1,351		$	1,918

Depreciation expense was $1,357,000 and $1,072,000 for the years ended December 31, 2012 and 2013, respectively.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Intangible Assets, Net

As of December 31, 2013, the carrying value of acquired intangible assets was as follows (in thousands):

	Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount
Goodwill	$	30,815	$	—		$	—		$	30,815
Developed technology		11,475		(7,034	)		(513	)		3,928
Customer relationships		2,343		(1,469	)		(156	)		718
Trade name		3,091		—			(71	)		3,020
	$	47,724	$	(8,503	)	$	(740	)	$	38,481

The weighted-average amortization periods of developed technology and customer relationships are 6.2 and 7.2 years, respectively. Trade names have been assigned an indefinite life. Amortization expense related to intangible assets was $2,586,000 and $2,408,000 for the years ended December 31, 2012 and 2013, respectively. The expected future amortization expense of the Company’s definite lived intangible assets is as follows (in thousands):

Year ending December 31:
2014	$	1,954
2015		1,414
2016		768
2017		510
	$	4,646

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	As of December 31,
	2012		2013
Accrued compensation	$	2,135	$	2,181
Accrued professional and consulting services		320		276
Accrued taxes		173		460
Deferred rent		71		68
Accrued product warranties		339		492
Convertible preferred stock warrant liability		15		14
Other		459		960
	$	3,512	$	4,451

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Accrued Product Warranty Liability

The following table provides a summary of changes in the Company’s product warrant liability (in thousands):

	Year ended December 31,
	2012			2013
Balance at beginning of the year	$	269		$	339
New warranties issued		534			784
Repairs and replacements		(464	)		(631	)
Balance at end of the year	$	339		$	492

5. Borrowings

In January 2012, the Company entered into a revised Loan and Security Agreement with Comerica Bank. The credit line was increased to $15,000,000, comprising a $6,000,000 Term Loan, a $6,500,000 Revolving Domestic Credit Facility, and a $2,500,000 Revolving Export Credit Facility.

In February 2013, the Company entered into an amended Loan and Security Agreement with Comerica Bank. Under this amendment, the Revolving Domestic Credit Facility was increased from $6,500,000 to $7,000,000, and the Revolving Export Credit Facility was decreased from $2,500,000 to $2,000,000 to reflect the Company’s current and projected account balances to enhance borrowing availability. The total credit facility remained at $15,000,000 through 2013.

The Term Loan had a required draw, net of principal due on the original term loan, immediately upon inception. Payments were interest only through 2012 which was extended through 2013. Commencing in January 2014, the loan is to be repaid in 31 equal payments of principal plus interest. In 2012, the interest rate on the Term Loan was fixed at 2.45%. Concurrent with certain covenant modifications during 2012, the interest rate was changed to 2.95% from June to December 2012. In 2013, upon amendment, the interest rate on the Term Loan is fixed at 3.00%. At December 31, 2013, the Company owed principal on this facility of $6,000,000.

The Revolving Domestic Credit Facility can be drawn upon through March 1, 2015 with no requisite utilization of the facility. Advances under the Revolving Domestic Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. Additionally, the Revolving Domestic Credit Facility was also enhanced with a non-formula availability of $2,000,000 upon amendment in 2013. Repayment is interest only on a monthly basis, with principal due at maturity. In 2012, the interest rate on the Revolving Domestic Credit Facility was floating at Comerica Bank’s Prime plus 0.75%. Concurrent with certain covenant modifications during 2012, the interest rate was changed to Prime plus 1.25% from June to December 2012. In 2013, upon amendment, the interest rate on the Revolving Domestic Credit Facility is floating at Comerica Bank’s Prime plus 1.00%. At December 31, 2013, the Company owed principal on this facility of $6,439,000, with interest of 4.25% per annum. At December 31, 2013, the Company fully utilized the borrowing capacity under this credit facility.

The Revolving Export Credit Facility can be drawn upon through March 1, 2015 with no requisite utilization of the facility. Advances under the Revolving Export Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. Repayment is interest only on a monthly basis, with principal due at maturity. In 2012, the interest rate on the Revolving Export Credit Facility was floating at Comerica Bank’s Prime plus 0.50%. Concurrent with certain covenant modifications during 2012, the

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

interest rate was changed to Prime plus 1.00% from June to September 2012, restored to Prime plus 0.50% in October, and changed again to Prime plus 1.00% from November to December 2012. In 2013, upon amendment, the interest rate on the Revolving Export Credit Facility is floating at Comerica Bank’s Prime plus 0.50%. At December 31, 2013, the Company owed principal on this facility of $1,902,000, with interest of 3.75% per annum.

Loan fees of $213,000, $113,000 and $113,000 are due in March 2014, July 2015 and July 2016, respectively.

In exchange for the amended Loan and Security Agreement with Comerica Bank in February 2013, the Company paid debt issuance costs of $49,000 which represent financing fees. The Company also had $58,000 of previously deferred financing fees as of the modification date. These fees are included in other assets in the accompanying consolidated balance sheet and are being amortized to interest expense over the revised term of the debt.

At December 31, 2013, and at the date of issuance of the financial statements, the Company was in compliance with all loan covenants.

In conjunction with the Loan and Security Agreement, the Company issued a warrant to the lender to purchase 30,000 shares of Series D convertible preferred stock of the Company at an exercise price of $1.50 per share. The warrant is exercisable from the date of issuance through October 30, 2016, and exercise is not contingent on any future events. The fair value of these warrants at the date of issuance was approximately $27,000 and was recorded as a deferred charge and amortized as interest expense over the term of the debt.

As of December 31, 2013, these warrants remained outstanding and exercisable. Immediately prior to the closing of the IPO, these warrants will automatically convert into warrants exercisable for shares of common stock, resulting in the reclassification of the related preferred stock warrant liability to additional paid-in capital.

The Loan and Security Agreement with Comerica Bank was also amended in March 2014. See Note 15, Subsequent Events.

As of December 31, 2013, future minimum term loan payments are as follows (in thousands):

Year ended December 31:
2014	$	2,683
2015		2,514
2016		1,482
Total minimum payments		6,679
Less amount representing interest		(679	)
Term loan principal outstanding	$	6,000

Term loan balances at December 31, 2013 (in thousands):

Current portion of term loan	$	2,323
Long-term portion of term loan		3,677
Term loan principal outstanding	$	6,000

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Short-term debt at December 31, 2013 (in thousands):

Current portion of term loan	$	2,323
Revolving credit facility at December 31, 2013		8,341
Short-term debt	$	10,664

6. Commitments and Contingencies

The Company rents laboratory, manufacturing and office facilities under operating leases, which expire beginning in 2013 through 2016. Aggregate rent expense was $922,000 and $946,000 for the years ended December 31, 2012 and 2013, respectively. The Company’s lease for its Santa Clara facility provides for an option to renew for three years at the market rate.

These leases contain escalating rent payments and rent holidays, which are recognized on a straight-line basis. As part of one lease agreement, the lessor agreed to provide certain financial allowances of approximately $100,000 which are recognized on a straight-line basis.

At December 31, 2013, total future minimum facility lease payments are as follows (in thousands):

Year ending December 31:
2014	$	663
2015		389
2016		302
Total minimum lease payments	$	1,354

7. Convertible Preferred Stock

Convertible Preferred Stock (“Preferred Stock”) at December 31, 2013, consists of the following (in thousands, except per share amounts):

	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Carrying Amount		Liquidation Preference
Series A		14,420		14,070	$	1.00	$	13,950	$	14,070
Series B		17,936		17,936		1.50		26,715		26,904
Series C		7,105		7,105		1.50		10,576		10,657
Series D		10,708		10,677		1.50		15,544		16,017
Series E		6,167		6,167		1.50		9,228		9,251
Series F		22,499		22,000		1.50		31,695		32,999
		78,835		77,955			$	107,708	$	109,898

The rights and features of the Company’s convertible Preferred Stock are as follows:

Dividends

Holders of the Series A, Series B, Series C, Series D, Series E and Series F convertible Preferred Stock, on a pari passu basis and in preference to the holders of common stock, are entitled to receive, when and as declared by the Board of Directors, but only out of funds legally available, cash dividends at the rate of 8% of the original

F-20

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

issue price per annum on each outstanding share of convertible Preferred Stock. Such dividends are cumulative only to the extent declared by the Board of Directors. Upon conversion to common stock, the holder is entitled to receive any declared and unpaid dividends on the shares of convertible Preferred Stock being converted. No cash dividends have been declared or paid to date.

Liquidation Preference

Upon liquidation or winding up of the Company, a greater than 50% change of control, or sale of substantially all of the assets of the Company, the holders of Series D, Series E and Series F convertible Preferred Stock are entitled to receive, prior and in preference to any distribution of the assets to the holders of any other class or series of capital stock, an amount equal to the original issue price plus all declared and unpaid dividends on the Series D, Series E and Series F convertible Preferred Stock. If upon the occurrence of such event the assets and funds shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company legally available for distribution shall be distributed ratably among the holders of the Series D, the Series E and Series F convertible Preferred Stock.

Upon the completion of the distribution to the holders of Series D, Series E and Series F convertible Preferred Stock, the holders of Series C convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the assets to the holders of any other class or series of capital stock, an amount equal to the original issue price plus all declared and unpaid dividends on the Series C convertible Preferred Stock. If upon the occurrence of such event the assets and funds shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company legally available for distribution shall be distributed ratably among the holders of the Series C convertible Preferred Stock.

Upon the completion of the distribution to the holders of Series C convertible Preferred Stock, the holders of Series B convertible Preferred Stock shall be entitled to receive, prior to and in preference to any distribution of the assets to the holders of any other class or series of capital stock, an amount equal to the original issue price plus all declared and unpaid dividends on the Series B convertible Preferred Stock. If upon the occurrence of such event the assets and funds shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company legally available for distribution shall be distributed ratably among the holders of the Series B convertible Preferred Stock.

Upon the completion of the distribution to the holders of Series B convertible Preferred Stock, the holders of Series A convertible Preferred Stock shall be entitled to receive, prior to and in preference to any distribution of the assets to the holders of any other class or series of capital stock, an amount equal to the original issue price plus all declared and unpaid dividends on the Series A convertible Preferred Stock. If upon the occurrence of such event the assets and funds shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets of the Company legally available for distribution shall be distributed ratably among the holders of the Series A convertible Preferred Stock.

After the foregoing distributions, the remaining assets available for distribution are distributed among the common stockholders and preferred stockholders, on a pro rata basis, based on the number of shares of common stock held by all holders on an as-converted basis.

Voting

Each share of Preferred Stock has voting rights equal to the number of common shares into which the Preferred Stock is convertible at the record date.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Conversion

Each share of Series A, Series B, Series C, Series D, Series E or Series F convertible Preferred Stock may, at the option of the holder, be converted at any time into the number of shares of common stock to which the holder of the convertible Preferred Stock is entitled according to the applicable conversion rate. The conversion rate is initially set at one-to-one but may be adjusted in accordance with specific events outlined in the Company’s Certificate of Incorporation. The convertible Preferred Stock will be automatically converted immediately prior to the closing of an underwritten initial public offering of at least $7.50 per share and gross proceeds of at least $30,000,000 or the date specified by written consent of the holders of at least 66.67% of the then-outstanding shares of Series F, Series E, Series D, Series C, Series B and Series A convertible Preferred Stock (voting together as a single class on an as-converted-to-common-stock basis).

Redemption

The convertible Preferred Stock is not redeemable.

Classification

The convertible Preferred Stock is not mandatorily redeemable, but a Liquidation Event would constitute a redemption event outside our management’s control. Therefore, all shares of convertible Preferred Stock have been presented outside of permanent equity in accordance with Accounting Standards Certification (“ASC”) 480, Distinguishing Liabilities From Equity. Further, the Company has also elected not to adjust the carrying value of the convertible Preferred Stock to the redemption value of such shares, since it is uncertain whether or when a redemption event will occur. In accordance with ASC 480, if it becomes certain that the convertible Preferred Stock will become redeemable, the carrying amount will be adjusted to equal the fair value of the instrument on the date that the contingent event becomes certain.

8. Warrants

Warrants on Common Stock

In October 2009, the Company issued 11,209,251 common stock warrants to the investors in conjunction with the closing of its Series D convertible Preferred Stock financing at an exercise price of $0.15 per share, for which the investors paid $0.0001 per share, for a total of $1,000. The warrants are exercisable for five years from October 2009 to December 2009. The fair value of the common stock warrants of $355,000 was calculated using the Black-Scholes-Merton option-pricing valuation model and the following assumptions: volatility of 54.46%, risk-free interest rate of 2.33%, expected life of five years, and dividend yield of 0.00%. The relative value of the common stock warrants was determined to be $347,000 and is included in the Company’s consolidated balance sheets as additional paid-in capital. As of December 31, 2012 and 2013, none of the warrants have been exercised.

In October 2010, the Company issued 13,333,334 common stock warrants to all participating investors in conjunction with the closing of its Series F convertible Preferred Stock financing at an exercise price of $0.10 per share, for which the investors paid $0.0001 per share, for a total of $1,000. The warrants are exercisable for seven years from the date of issuance. The fair value of the common stock warrants of $766,000 was calculated using the Black-Scholes-Merton option-pricing valuation model and the following assumptions: volatility of 53.42%, risk-free interest rate of 1.79%, expected life of seven years, and dividend yield of 0.00%. The relative value of the common stock warrants was determined to be $738,000 and is included in the Company’s consolidated balance sheets as additional paid-in capital. As of December 31, 2012 and 2013, none of the warrants have been exercised.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

In May 2011, the Company issued 8,666,666 common stock warrants to all participating investors in conjunction with the second closing of its Series F convertible Preferred Stock financing at an exercise price of $0.09 per share, for which the investors paid $0.0001 per share, for a total of $1,000. The warrants are exercisable for seven years from the date of issuance. The fair value of the common stock warrants of $474,000 was calculated using the Black-Scholes-Merton option-pricing valuation model and the following assumptions: volatility of 47.72% to 47.82%, risk-free interest rate of 2.53%, expected life of seven years, and dividend yield of 0.00%. The relative value of the common stock warrants was determined to be $457,000 and is included in the Company’s consolidated balance sheets as additional paid-in capital. As of December 31, 2012 and 2013, none of the warrants have been exercised.

Warrants on Convertible Preferred Stock

The following convertible Preferred Stock warrant was outstanding and fully vested as of December 31, 2012 and 2013 (in thousands, except per share amounts):

	Price per  Share		Shares Outstanding as of December 31,				Fair Value of Warrant Liability as of December 31,
			2012		2013		2012		2013
Series D	$	1.50		30		30	$	15	$	14

The carrying value of the outstanding Preferred Stock warrant is recorded as a liability as of December 31, 2012 and 2013. The Company will continue to adjust the preferred stock warrant liabilities for changes in the fair value of the warrant until the earlier of the exercise of the warrant, at which time the liability will be reclassified to temporary equity, or the conversion of the underlying convertible Preferred Stock into common stock, at which time the liability will be reclassified to stockholders’ deficit, or the expiration of the warrant. The estimated fair value of the convertible Preferred Stock warrant was estimated using the following assumptions:

	Year ended December 31,
	2012		2013
Volatility		43%		46%
Risk-free interest rate		0.5%		0.7%
Contractual term (in years)		3.8 years		2.8 years
Expected dividend		0.0%		0.0%

During 2012, 350,000 warrants for Series A convertible Preferred Stock expired without being exercised. The warrant liability of $184,000 was de-recognized to interest and other income on the accompanying consolidated statements of operations.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

9. Common Shares Reserved for Issuance

Shares Reserved for Issuance

The Company had reserved shares of common stock for future issuance at December 31, 2013, as follows (in thousands):

2013 Stock Plan:
Options outstanding	3,541
Shares available for future grant	496
Shares to be issued upon conversion of outstanding Series A convertible Preferred Stock	14,070
Shares to be issued upon conversion of outstanding Series B convertible Preferred Stock	17,936
Shares to be issued upon conversion of outstanding Series C convertible Preferred Stock	7,105
Shares to be issued upon conversion of outstanding Series D convertible Preferred Stock	10,677
Shares to be issued upon conversion of outstanding Series E convertible Preferred Stock	6,167
Shares to be issued upon conversion of outstanding Series F convertible Preferred Stock	22,000
Shares to be issued upon conversion of Series D convertible Preferred Stock upon the exercise of a Series D convertible preferred stock warrant	30
Shares to be issued upon exercise of common stock warrants	33,209
Total common stock reserved for future issuance	115,231

10. Common Stock

2003 Stock Option/Stock Issuance Plan

The Company’s 2003 Stock Option/Stock Issuance Plan (“Stock Plan”) provides for the granting of incentive and non-statutory stock options to employees, officers, directors and consultants of the Company. All option grants are issued at an exercise price equal to at least 85% of the estimated fair value of common stock, as established by the Board of Directors on the date of grant, provided that an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company shall be granted options with a purchase price of at least 110% of the estimated fair value of the common stock on the date of grant.

The Stock Plan expired in January 2013. In April and May of 2013, the Board of Directors and the Company’s stockholders approved the 2013 Equity Incentive Plan. There are no significant differences between the 2003 and 2013 plans.

Options issued to new employees through May 2008 generally vested 20% on the first anniversary, and the remaining vested monthly over four years thereafter and had a maximum term of 10 years. Options issued to new employees after May 2008 generally vest 25% on the first anniversary and the remaining vest ratably over three years thereafter and have a maximum term of 10 years. Grants of options to existing employees generally vested linearly over five years at 1/60 per month for grants before May 2008, and over four years at 1/48 per month for grants after May 2008. Restricted stock awards are subject to repurchase rights in favor of the Company at the original issuance price, which generally lapse over the vesting term of the awards. Under the Stock Plan and the 2013 Equity Incentive Plan, all options granted are immediately exercisable, subject to the Company’s right of repurchase, at the original exercise price with such right lapsing over the original vesting period of the option.

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ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Stock option activity under the Stock Plan is as follows (in thousands, except per share amounts):

				Options Outstanding
	Shares Available for Grant			Number of Shares			Weighted- Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted- Average Remaining Contractual Term
Balance at December 31, 2012		2,965			16,908		$	0.11	$	59		7.3
Options granted		(2,967	)		2,967		$	0.10
Options exercised		—			(15,836	)	$	0.11
Options forfeited		498			(498	)	$	0.10
Balance at December 31, 2013		496			3,541		$	0.10	$	164		7.5
Options vested and expected to vest					3,342		$	0.10	$	153		7.4
Options vested					2,064		$	0.11	$	89		6.6

The intrinsic value of options exercised during the years ended December 31, 2012 and 2013, was $3,000 and $693,000, respectively. The intrinsic value of options is the estimated fair value of the stock less the per-share exercise price of the option multiplied by the number of shares. The Board of Directors determined the estimated fair value of the stock to be $0.15 per share at December 31, 2013.

Early Exercise of Stock Options

Terms of the Stock Plan permit option holders to exercise stock options before they are vested, subject to certain limitations. As of December 31, 2012 and 2013, 54,000 and 3,149,750 shares, respectively, were outstanding and unvested subject to these provisions.

In 2013, options for 13,910,475 shares held by certain officers were exercised by means of a promissory note, of which 3,143,083 shares were unvested as of December 31, 2013. The promissory notes, bearing interest rates of 1% and a term of five years, totaled $1,475,000. The principal balance of the promissory notes was $1,475,000 as of December 31, 2013. The shares sold subject to the promissory note are considered an option for accounting purposes and we recorded an incremental non-cash stock-based compensation charge of $484,000 during the year ended December 31, 2013. Therefore, the promissory notes and consideration relating to shares exercised is not recorded on the balance sheet.

As a result of early exercises for cash, approximately 54,000 and 6,667 shares at December 31, 2012 and 2013, respectively, were subject to repurchase by the Company at the original exercise price in the event the optionee’s employment is terminated, either voluntarily or involuntarily. These shares that are subject to a repurchase right held by the Company are included in issued and outstanding shares as of each period presented. The Company treats cash received from the exercise of unvested options as a refundable deposit, shown as a liability in its consolidated balance sheets. As of December 31, 2012 and 2013, the Company included cash received for early exercise of options of $5,000 and $1,000, respectively, in accrued liabilities. Amounts from liabilities are transferred into common stock and additional paid-in capital as the shares vest. The rights generally lapse 25% on the first anniversary of the agreement with the remainder lapsing ratably over three years.

F-25

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Unvested Shares

The total estimated fair value of unvested shares that vested in 2012 and 2013 was $7,000 and $366,000, respectively. The weighted-average grant-date fair value of non-vested shares at December 31, 2012 and 2013, was $0.05 and $0.06, respectively.

Valuation and Expense Recognition

Total stock-based compensation recognized in the Company’s consolidated statements of operations for the years ended December 31, 2012 and 2013, was classified as follows (in thousands):

	Year ended December 31,
	2012		2013
Cost of goods sold	$	6	$	5
Research and development		28		75
Selling, general and administrative		169		597
	$	203	$	677

As of December 31, 2013, the total unrecognized compensation expense related to unvested, share-based compensation arrangements previously granted was $262,000, which the Company expects to recognize over a weighted-average period of 2.21 years. No income tax benefit has been recognized relating to stock-based compensation expense, and no tax benefits have been realized from exercised stock options. No stock-based compensation expense was capitalized to inventory in 2012 or 2013 as the amounts were not significant.

The Company estimated the fair value of stock options using the Black-Scholes-Merton option valuation model for options with time-based vesting terms. The Black-Scholes-Merton model requires the input of complex and subjective assumptions, including (a) the expected term of the award, (b) the expected stock price volatility, (c) the risk-free interest rate and (d) expected dividends. The estimated fair value of these employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The weighted-average grant-date fair value of options granted in 2012 and 2013 was $0.05 and $0.06, respectively.

The fair value of the employee stock options was estimated using the following weighted-average assumptions:

	Year ended December 31,
	2012	2013
Expected term (in years)	6.0 years – 6.1 years	5.3 years – 6.1 years
Volatility	48.4% – 49.3%	53.7% – 55.4%
Risk-free interest rates	0.80% – 1.13%	0.80% – 1.65%
Expected dividend	0.00%	0.00%
Weighted-average fair value of underlying common stock	$0.10	$0.11

F-26

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, stages of development, risk profiles, position within the industry and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future.

11. Employee Benefit Plans

The Company sponsors a 401(k) plan that stipulates that eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, on a pretax basis. Pursuant to the plan, the Company does not match any employee contributions.

12. Net Income (Loss) and Unaudited Pro Forma Net Income Per Share

Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities. The Company considers its preferred stock to be participating securities as the holders are entitled to participate in common stock dividends with common stock on an as-converted basis. The holders of convertible preferred stock are also entitled to cumulative dividends prior and in preference to common stock to the extent declared by the board and do not have a contractual obligation to share in the losses of the Company. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings with common stock, are subtracted from net income to determine net income (loss) attributable to common stockholders.

Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by basic weighted-average shares outstanding during the period. All participating securities are excluded from basic weighted-average shares outstanding. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by diluted weighted-average shares outstanding, including potentially dilutive securities.

F-27

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):

	Year ended December  31,
	2012			2013
Net income (loss)	$	(4,393	)	$	1,019
Less: Undistributed earnings allocated to preferred stockholders	$	—		$	(1,019	)
Net income (loss) attributable to common stockholders	$	(4,393	)	$	—
Basic shares:
Weighted-average shares used to compute basic net income (loss) per share		6,020			7,359
Diluted shares:
Weighted-average shares used to compute basic net income (loss) per share		6,020			7,359
Effect of potentially dilutive securities:
Employee stock options		—			1,677
Common stock warrants		—			5,744
Weighted-average shares used to compute diluted net income (loss) per share		6,020			14,780
Net income (loss) per share attributable to common stockholders:
Basic net income (loss) per share	$	(0.73	)	$	0.00
Diluted net income (loss) per share	$	(0.73	)	$	0.00

The following securities were excluded from the calculation of diluted net income (loss) per share and pro forma diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

	Year ended December 31,
	2012		2013
Employee stock options		16,908		2,938
Common stock warrants		33,209		11,239
Preferred stock warrant		30		30
		50,147		14,207

Unaudited Pro Forma Net Income Per Share

Pro forma basic and diluted net income per share were computed to give effect to the conversion of the Series A, Series B, Series C, Series D, Series E and Series F convertible Preferred Stock using the as-if converted method into common shares as though the conversion had occurred as of the beginning of the first period presented or the original date of issuance, if later.

F-28

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

The following table presents the calculation of basic and diluted pro forma net income per share (in thousands, except per share data):

	Year ended December 31,
	2013
Net income	$	1,019
Pro forma adjustment to reverse the mark-to-market adjustment attributable to the convertible preferred stock warrant liability	$	1
Pro forma net income	$	1,020
Basic shares:
Weighted-average shares used to compute basic net income per share		7,359
Pro forma adjustment to reflect assumed conversion of convertible preferred stock into common stock to occur upon consummation of the Company’s expected initial public offering		77,955
Weighted-average shares used to compute basic pro forma net income per share		85,314
Diluted shares:
Weighted-average shares used to compute basic pro forma net income per share		85,314
Effect of potentially dilutive securities:
Employee stock options		1,677
Common stock warrants		5,744
Weighted-average shares used to compute diluted pro forma net income per share		92,735
Pro forma Net income per share:
Basic	$	0.01
Diluted	$	0.01

13. Income Taxes

The U.S. and international components of loss from operations are as follows (in thousands):

	Year ended December 31,
	2012			2013
U.S.	$	(5,038	)	$	(755	)
International		845			2,392
Income (loss) from operations	$	(4,193	)	$	1,637

F-29

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the provision for income taxes for the years ended December 31, 2012 and 2013, are as follows (in thousands):

	Year ended December 31,
	2012			2013
Current:
Federal	$	—		$	—
State		16			13
Foreign		63			365
Total current		79			378
Deferred:
Federal		—			(24	)
State		(4	)		(30	)
Foreign		125			294
Total deferred		121			240
Total provision (benefit)	$	200		$	618

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	Year ended December 31,
	2012			2013
Deferred tax assets:
Reserves and accruals	$	1,519		$	1,311
Net operating losses		31,646			30,918
Tax credits		3,059			2,849
		36,224			35,078
Valuation allowance		(35,637	)		(35,482	)
Deferred tax assets after valuation allowance		587			(404	)
Deferred tax liabilities:
Depreciation and amortization		(1,964	)		(1,249	)
Net deferred tax liability	$	(1,377	)	$	(1,653	)

The net deferred tax liabilities of $1.4 million and $1.7 million at December 31, 2012 and 2013, respectively, are reported on the 2012 and 2013 balance sheets as follows (in thousands):

	Year ended December 31,
	2012			2013
Current deferred tax assets	$	671		$	48
Current deferred tax liabilities		—			(89	)
Noncurrent deferred tax liabilities		(2,048	)		(1,612	)
Net deferred tax liabilities	$	(1,377	)	$	(1,653	)

F-30

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2012 and 2013, the Company had net deferred tax assets of $34.3 million and $33.8 million, respectively. Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance exceeds the net deferred tax assets due to deferred tax liabilities associated with acquired intangibles for which the assets have an indefinite book life. The net valuation allowance increased (decreased) by approximately $2.3 million and $(160,000) during the years ended December 31, 2012 and 2013, respectively. Deferred tax assets primarily relate to net operating loss and tax credit carryforwards.

As of December 31, 2013, the Company had federal net operating loss carryforwards of approximately $78.0 million. The Company also had federal research and development tax credit carryforwards of $1.7 million. The net operating loss and tax credit carryforwards will expire at various dates beginning in 2021 if not utilized. Utilization of the net operating loss and tax credits carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of the net operating loss and tax credit carryforwards before utilization.

U.S income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting purposes over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The amount of such permanently reinvested earnings totaled $1.5 million as of December 31, 2013. The amount of unrecognized deferred tax liability related to these temporary differences is estimated to be approximately $115,000 as of December 31, 2013.

The differences between the U.S. federal statutory income tax rates and our effective tax rates are (in thousands):

	Year ended December 31,
	2012			2013
Profit before tax times statutory rate	$	(1,426	)	$	581
State income taxes, net of federal tax benefits		(298	)		274
Stock compensation		67			229
Non-U.S income taxed at different rates		(129	)		(155	)
Tax Credits		0			(143	)
Valuation allowance		1,976			(225	)
Other		10			57
Provision/(benefit) for income taxes		200			618
Effective tax rate		(5	)%		38	%

The Company’s total amount of unrecognized tax benefits as of December 31, 2013 is $1.6 million. As of December 31, 2013, $1.2 million of the unrecognized tax benefits has been net against the related deferred tax assets. Total unrecognized tax benefits of $1.6 million as of December 31, 2013, include $400,000 that, if recognized, would reduce the effective income tax rate in future periods. However, one or more of these unrecognized tax benefits relate to deferred tax assets that could be subject to a valuation allowance if and when recognized in a future period, which could impact the timing of any related effective tax rate benefit.

F-31

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2013 are as follows (in thousands):

	As of December 31,
	2012		2013
Beginning balance	$	1,544	$	1,622
Gross increase for tax positions of current year		55		93
Gross increase for tax positions of prior year		23		32
Gross decrease for tax positions of prior year		—		(113	)
Currency translation		—		(35	)
Ending balance	$	1,622	$	1,599

To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the provision for income taxes in the period that such determination is made. The amount of interest and penalties accrued at December 31, 2012, was $93,000, of which $42,000 was recognized in the year ended December 31, 2012. The amount of interest and penalties accrued at December 31, 2013, was $145,000 of which $52,000 was recognized in the year ended December 31, 2013.

The Company files income tax returns in the United States, including various state jurisdictions. The Company’s subsidiaries file tax returns in various foreign jurisdictions, including China and Canada. The tax years 1998 to 2013 remain open to U.S. federal and state examination to the extent of the utilization of net operating loss and credit carry-overs. The years 2008 to 2013 remain open to Canada federal and provincial tax examinations. As of December 31, 2013, the Company was not under examination by the Internal Revenue Service or any state or foreign tax jurisdiction.

14. Segment Information and Information about Geographic Areas

The Company operates as a single operating segment and reporting unit. The Company’s chief operating decision-maker is the chief executive officer who reviews financial information on a consolidated basis in addition to revenues by product line for purposes of evaluating financial performance.

Revenue is attributed to three geographic areas based on the location of the customers. The following is a summary of revenue by geographic location (in thousands):

	Year ended December 31,
	2012				2013
Americas(1)	$	25,731	64	%	$	29,997	59	%
EMEA(2)		9,099	22			13,442	26
APAC(3)		5,471	14			7,660	15
Total revenue	$	40,301	100	%	$	51,099	100	%

(1) United States revenue was $25,006 and $29,381 in the year ended December 31, 2012 and 2013, respectively.

(2) Europe, Middle East and Africa (“EMEA”)

(3) Asia and Pacific regions (“APAC”)

F-32

ProteinSimple

Notes to Consolidated Financial Statements (Continued)

The following table presents a summary of long-lived assets as of December 31, 2012 and 2013 (in thousands):

	Year ended December 31,
	2012		2013
Americas	$	1,331	$	1,840
EMEA		2		—
APAC		18		78
Property and equipment, net	$	1,351	$	1,918
Americas		10,814		7,666
Identifiable intangible assets, net	$	10,814	$	7,666
Total long-lived assets	$	12,165	$	9,584

15. Subsequent Events

In March 2014, the Company entered into an amended Loan and Security Agreement with Comerica Bank. The interest-only period of the $6,000,000 term loan was extended from 2013 through February 2015. The Revolving Domestic Credit Facility was increased from $7,000,000 to $8,000,000, and the related non-formula availability of $2,000,000 was removed. The Revolving Export Credit Facility was maintained at $2,000,000. The total credit facility increased from $15,000,000 to $20,000,000.

The Term Loan balance was increased to $10,000,000 in March 2014. Commencing in April 2015, the loan is to be repaid in 36 equal payments of principal plus interest. The interest rate on the Term Loan is fixed at 3.00%. A loan fee of $262,500 is due at maturity in February 2018, in addition to loan fees of $212,500, $113,335 and $113,335 due in March 2014, July 2015 and July 2016, respectively.

The Revolving Domestic Credit Facility can be drawn upon through March 1, 2016, with no requisite utilization of the facility. Advances under the Revolving Domestic Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. Repayment is interest only on a monthly basis, with principal due at maturity. The interest rate on the Revolving Domestic Credit Facility is floating at Comerica Bank’s Prime plus 0.75%, a reduction of 0.25%.

The Revolving Export Credit Facility can be drawn upon through March 1, 2016, with no requisite utilization of the facility. Advances under the Revolving Export Credit Facility are available on a formula of up to 80% of eligible accounts receivable, as defined by the agreement. Repayment is interest only on a monthly basis, with principal due at maturity. The interest rate on the Revolving Export Credit Facility is floating at Comerica Bank’s Prime plus 0.50%.

In January 2014, the Board of Directors amended the 2013 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by 2,336,000 shares to 7,779,453 shares.

Management has reviewed and evaluated material subsequent events from the balance sheet date of December 31, 2013, through the financial statements’ issue date of March 27, 2014. No subsequent events have been identified for disclosure, other than as noted above.

F-33

             shares

Common Stock

J.P. Morgan BofA Merrill Lynch

Leerink Partners Cowen and Company

                    , 2014

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee, the FINRA filing fee and the NASDAQ listing fee. Except as otherwise noted, all the expenses below will be paid by us.

SEC registration fee		*
FINRA filing fee		*
NASDAQ Global Select Market initial listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Transfer agent and registrar fees and expenses		*
Blue sky fees and expenses		*
Miscellaneous fees and expenses		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended. Our amended and restated certificate of incorporation to be in effect prior to the closing of this offering provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect prior to the closing of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

We have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was our director, officer, employee or agent, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the our best interest. At present, there is no pending litigation or proceeding involving any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.

The underwriters are obligated, under certain circumstances, pursuant to the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify us, our officers and our directors against liabilities under the Securities Act of 1933, as amended.

II-1

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities sold since January 1, 2011:

Preferred Stock and Warrant Issuances

• From May 11, 2011 to May 19, 2011, we sold an aggregate of 8,666,666 shares of our Series F Preferred Stock at a purchase price of 1.50 per share, and warrants exercisable for 8,666,666 shares of our common stock at a price of $0.0001 per warrant share, to accredited investors for an aggregate purchase price of $13,000,867.

Option and Common Stock Issuances

• From January 1, 2011 to date, we granted stock options to purchase an aggregate of 13,874,000 shares of common stock to employees, consultants and directors pursuant to our 2003 Stock Option/Stock Issuance Plan and 2013 Equity Incentive Plan, which replaced our 2003 Stock Option/Stock Issuance Plan, having exercise prices ranging from $0.10 to $0.15 per share. Of these options, 7,919,693 shares have been exercised for cash consideration in the aggregate amount of $791,969. 1,676,702 options have been cancelled without being exercised and 4,277,605 options remain outstanding.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. We did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts or commissions, in connection with any of the issuances of securities listed above. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their employment or other relationship with us or through other access to information provided by us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

See Exhibit Index immediately following the Signature Pages.

(b) Financial statement schedules.

All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a

II-2

claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

• For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

• For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the      day of                     , 2014.

PROTEINSIMPLE
By:
	Timothy A. Harkness President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy A. Harkness and Jason B. Novi, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Timothy A. Harkness	President, Chief Executive Officer and Director (principal executive officer)	, 2014
Jason B. Novi	Chief Financial Officer and Vice President of Operations (principal financial and accounting officer)	, 2014
A. Blaine Bowman	Director	, 2014
David L. Barker, Ph.D.	Director	, 2014
Ronald W. Eastman	Director	, 2014

II-4

Signature	Title	Date
Joseph D. Keegan, Ph.D.	Director	, 2014
Jack B. Nielsen	Director	, 2014
Christopher van Ingen	Director	, 2014
James N. Woody, M.D., Ph.D.	Director	, 2014

II-5

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation, as amended and as currently in effect.
3.2*	Form of Amended and Restated Certificate of Incorporation, to be in effect upon closing of this offering.
3.3*	Bylaws, as currently in effect.
3.4*	Form of Amended and Restated Bylaws, to be in effect upon closing of this offering.
4.1*	Form of Common Stock Certificate.
4.2	Amended and Restated Investors’ Rights Agreement, among ProteinSimple, and certain of its securityholders, dated as of October 19, 2010.
5.1*	Form of Opinion of Cooley LLP.
10.1+	ProteinSimple 2003 Stock Option/Stock Issuance Plan.
10.2+	Forms of Notice of Grant of Stock Option, Stock Option Agreement and Stock Purchase Agreement under the ProteinSimple 2003 Stock Option/Stock Issuance Plan.
10.3+	ProteinSimple 2013 Equity Incentive Plan.
10.4+	Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the ProteinSimple 2013 Equity Incentive Plan.
10.5+	Form of Early Exercise Stock Purchase Agreement under the ProteinSimple 2013 Equity Incentive Plan.
10.6+*	ProteinSimple 2014 Equity Incentive Plan, to be in effect upon closing of this offering.
10.7+*	Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the ProteinSimple 2014 Equity Incentive Plan.
10.8+*	ProteinSimple 2014 Employee Stock Purchase Plan, to be in effect upon closing of this offering.
10.9+*	Form of Indemnification Agreement, between ProteinSimple and each of its directors and executive officers.
10.10+	Amended and Restated Executive Employment Agreement, dated February 3, 2011, by and between ProteinSimple and Timothy Harkness.
10.11+	Offer Letter, dated June 25, 2008, by and between ProteinSimple and Jason B. Novi.
10.12+	Offer Letter, dated March 1, 2012, by and between ProteinSimple and Therese L. Salyer.
10.13*	Non-Employee Director Compensation Policy.
10.14+	Amended and Restated Executive Severance Benefit Plan.
10.15+	ProteinSimple Management Retention Bonus Plan.
10.16+	Form of Limited Recourse Promissory Note, payable to ProteinSimple by certain of ProteinSimple’s executive officers.
10.17	Lease Agreement, dated April 16, 2009, by and among Roger J. Eline, as Trustee of the Eline Family Exemption Trust B, and Roger J. Eline, as Trustee of the Eline Family Marital Trust C, and Cell Biosciences, Inc., as amended by Addendum to Lease dated April 16, 2009, and Second Addendum to the Lease dated March 17, 2014.

Exhibit No.	Description of Exhibit
10.18	Net Lease Agreement, dated March 17, 2011, by and between Cell Biosciences, Inc. and 702/703 Investors, LLC.
10.19	First Amended and Restated Loan and Security Agreement, dated January 26, 2012, by and among ProteinSimple, Protein Simple Ltd. and Comerica Bank (the “Loan and Security Agreement”).
10.20	First Amendment to Loan and Security Agreement, dated May 31, 2012.
10.21	Second Amendment to Loan and Security Agreement, dated November 7, 2012.
10.22	Third Amendment to Loan and Security Agreement, dated February 19, 2013.
10.23	Fourth Amendment to Loan and Security Agreement, dated March 18, 2014.
21.1	List of Subsidiaries.
23.1*	Consent of Cooley LLP (included in Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP, independent registered public accounting firm.
24.1	Power of Attorney (see signature page hereto).

* To be filed by amendment.

+ Indicates management contract or compensatory plan.

EX-3

EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF CELL BIOSCIENCES, INC.,

a Delaware Corporation

The undersigned Timothy Harkness hereby certifies that:

ONE: He is the duly elected and acting President of Cell Biosciences, Inc., a Delaware corporation formerly named Signal Analytics, Inc.

TWO: The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 20, 2000.

THREE: Pursuant to Sections, 228, 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation was adopted by the corporation’s Board of Directors and stockholders.

FOUR: The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:

ARTICLE I

The name of this corporation is Cell Biosciences, Inc.

ARTICLE II

The address of the corporation’s registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, 19901, and the name of the corporation’s registered agent at such address is National Corporate Research Ltd.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

ARTICLE IV

A. Classes of Stock. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which this corporation is authorized to issue is 186,852,467 shares. 115,500,000 shares shall be Common Stock, $0.0001 par value per share, and 71,352,467 shares shall be Preferred Stock, $0.0001 par value per share. The Preferred Stock shall be issued by series as set forth herein. The first series of Preferred Stock shall be “Series A Preferred Stock” and shall consist of 14,550,000 shares, $0.0001 par value per share. The second series of Preferred Stock shall be “Series B Preferred Stock” and shall consist of 18,602,467 shares, $0.0001 par value per share. The third series of Preferred Stock shall be “Series C Preferred Stock” and shall consist of

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7,500,000 shares, $0.0001 par value per share. The fourth series of Preferred Stock shall be “Series D Preferred Stock” and shall consist of 10,700,000 shares, $0.0001 par value per share. The fifth series of Preferred Stock shall be “Series E Preferred Stock” and shall consist of 6,500,000 shares, $0.0001 par value per share. The sixth series of Preferred Stock shall be “Series F Preferred Stock” and shall consist of 13,500,000 shares, $0.0001 par value per share.

B. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the stock of the corporation entitled to vote (voting together as a single class on an as-if-converted basis).

C. Rights, Preferences, Privileges and Restrictions of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are as follows:

1. Dividend Provisions. The holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive cash dividends, on a pari passu basis, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this corporation) on the Common Stock of this corporation, at the rates of $0.08 per share per annum on each outstanding share of Series A Preferred Stock, $0.12 per share per annum on each outstanding share of Series B Preferred Stock, $0.12 per share per annum on each outstanding share of Series C Preferred Stock, $0.12 per share per annum on each outstanding share of Series D Preferred Stock, $0.12 per share per annum on each outstanding share of Series E Preferred Stock and $0.12 per share per annum on each outstanding share of Series F Preferred Stock (in each case subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations), payable when, as and if declared by the Board of Directors. Such dividends shall be cumulative only to the extent declared by this corporation’s Board of Directors (the “Board”). Without limiting the foregoing, no dividend or distribution shall be made to the holders of Common Stock unless the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall receive a proportionate share of any such dividend or distribution (assuming conversion of all Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock). The preferential treatment set forth in this Section 1 shall not apply to (i) the repurchase of shares of capital stock from employees, officers or directors of, consultants to, or other persons and/or entities performing services for, this corporation (or any parent or subsidiary ) pursuant to stock purchase or stock issuance plans or agreements under which this corporation has the option to repurchase such shares at cost or then fair market value upon the occurrence of certain events or (ii) the repurchase of shares of capital stock from this corporation’s shareholders pursuant to any right of first refusal or similar right held by this corporation against such shareholder.

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2. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of this corporation, either voluntary or involuntary (each, a “Liquidation Event”) the holders of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other class or series of capital stock, by reason of their ownership thereof, an amount per share equal to the sum of (i) (i) $1.50 for each outstanding share of Series D Preferred Stock (the “Original Series D Issue Price”), $1.50 for each outstanding share of Series E Preferred Stock (the “Original Series E Issue Price”) and $1.50 for each outstanding share of Series F Preferred Stock (the “Original Series F Issue Price”) (each subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and (ii) an amount equal to declared but unpaid dividends on each such share. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this corporation legally available for distribution shall be distributed ratably among the holders of the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock so that each holder receives the same percentage of its applicable preferential amount.

(b) Upon the completion of the distribution required by subparagraph (a) of this Section 2, the holders of Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other class or series of capital stock (other than Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock), by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.50 for each outstanding share of Series C Preferred Stock (the “Original Series C Issue Price”) (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and (ii) an amount equal to declared but unpaid dividends on each such share. If upon the occurrence of a Liquidation Event and after the completion of the distribution required by subparagraph (a) of this Section 2, the assets and funds thus distributed among the holders of the Series C Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this corporation legally available for distribution and remaining after completion of the distribution required by subparagraph (a) of this Section 2 shall be distributed ratably among the holders of the Series C Preferred Stock so that each holder receives the same percentage of its applicable preferential amount.

(c) Upon the completion of the distribution required by subparagraphs (a) and (b) of this Section 2, the holders of Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other class or series of capital stock (other than Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock), by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.50 for each outstanding share of Series B Preferred Stock (the “Original Series B Issue Price”) (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and (ii) an amount equal to declared but unpaid dividends on each such share. If upon the occurrence of a

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Liquidation Event and after the completion of the distribution required by subparagraphs (a) and (b) of this Section 2, the assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this corporation legally available for distribution and remaining after completion of the distribution required by subparagraphs (a) and (b) of this Section 2 shall be distributed ratably among the holders of the Series B Preferred Stock so that each holder receives the same percentage of its applicable preferential amount.

(d) Upon the completion of the distribution required by subparagraphs (a), (b) and (c) of this Section 2, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of any other class or series of capital stock (other than Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock), by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.00 for each outstanding share of Series A Preferred Stock (the “Original Series A Issue Price”) (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and (ii) an amount equal to declared but unpaid dividends on each such share. If upon the occurrence of a Liquidation Event and after the completion of the distribution required by subparagraphs (a), (b) and (c) of this Section 2, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this corporation legally available for distribution and remaining after completion of the distribution required by subparagraphs (a), (b) and (c) of this Section 2 shall be distributed ratably among the holders of the Series A Preferred Stock so that each holder receives the same percentage of its applicable preferential amount.

(e) Upon the completion of the distributions required by subparagraphs (a), (b), (c) and (d) of this Section 2, the remaining assets of this corporation available for distribution to stockholders shall be distributed among the holders of the Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock).

(f) (i) For purposes of this Section 2, a Liquidation Event shall be deemed to be occasioned by, or to include, the following (each, a “Deemed Liquidation Event”): (A) the acquisition of this corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any merger or consolidation) but not including (x) any transaction or series of transactions involving the corporation’s sale of equity securities primarily for capital raising purposes or (y) any transaction or series of related transactions effected exclusively for the purpose of changing the domicile of the corporation, or (B) a sale, conveyance or other disposition of all or substantially all of the assets (including intellectual property) of this corporation; unless this corporation’s stockholders of record immediately prior to such acquisition, sale or license will, immediately after such acquisition, sale, conveyance or other disposition (by virtue of securities issued as consideration for this corporation’s acquisition, sale, license or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity (or its parent entity if the surviving or acquiring entity is wholly owned by the parent entity).

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(ii) In any Deemed Liquidation Event, if the consideration received by this corporation is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on free marketability:

(1) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;

(2) If actively traded otherwise over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and

(3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board.

(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

(iii) In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the stockholders of the corporation is placed into escrow or subject to contingencies, the agreement entered into in connection with such transaction shall provide that (x) the total consideration payable to the stockholders of the Company shall be allocated among the holders of capital stock of the Company in accordance with Sections 2(a), 2(b), 2(c), 2(d) and 2(e) and as if the total consideration payable to the stockholders of this corporation, without deduction for the escrowed or contingent amount, were being paid to the stockholders of the corporation as of the date of each distribution and (y) the portion of such consideration that is placed in escrow or subject to contingencies shall then be allocated among or deductible from the holders of capital stock of this corporation pro rata based on the amount of such consideration otherwise payable to each stockholder pursuant to clause (x) above as of the date of each distribution.

3. Conversion. The holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for

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such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (i) the sum of (A) the Original Series A Issue Price, the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price, the Original Series E Issue Price, or the Original Series F Issue Price, as the case may be, plus (B) declared but unpaid dividends on such share of Preferred Stock (if any) by (ii) the Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate or certificates therefor are surrendered for conversion. The initial Conversion Price per share for shares of Series A Preferred Stock shall be the Original Series A Issue Price, the initial Conversion Price for the Series B Preferred Stock shall be the Original Series B Issue Price, the initial Conversion Price for the Series C Preferred Stock shall be the Original Series C Issue Price, the initial Conversion Price for the Series D Preferred Stock shall be the Original Series D Issue Price, the initial Conversion Price for the Series E Preferred Stock shall be the Original Series E Issue Price and the initial Conversion Price for the Series F Preferred Stock shall be the Original Series F Issue Price; provided, however, that the Conversion Prices for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be subject to adjustment as set forth in subparagraph (d) of this Section 3.

(b) Automatic Conversion. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (i) (x) for the Series A Preferred Stock, the sum of (A) the Original Series A Issue Price plus (B) declared but unpaid dividends on such share of Series A Preferred Stock (if any), (y) for the Series B Preferred Stock, the sum of (A) the Original Series B Issue Price plus (B) declared but unpaid dividends on such share of Series B Preferred Stock (if any), (z) for the Series C Preferred Stock, the sum of (A) the Original Series C Issue Price plus (B) declared but unpaid dividends on such share of Series C Preferred Stock (if any), (xx) for the Series D Preferred Stock, the sum of (A) the Original Series D Issue Price plus (B) declared but unpaid dividends on such share of Series D Preferred Stock (if any), (yy) for the Series E Preferred Stock, the sum of (A) the Original Series E Issue Price plus (B) declared but unpaid dividends on such share of Series E Preferred Stock (if any) and (zz) for the Series F Preferred Stock, the sum of (A) the Original Series F Issue Price plus (B) declared but unpaid dividends on such share of Series F Preferred Stock (if any) by (ii) the Conversion Price at the time in effect for such series of Preferred Stock, immediately prior to the earlier of (I) this corporation’s sale of its Common Stock in an underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”), the public offering price of which is not less than $7.50 per share (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and $30,000,000 (net of underwriters’ discounts and commissions) in the aggregate (a “Qualified Public Offering”) or (II) the date specified by written consent of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (voting together as a single class on an as converted to Common Stock basis).

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender

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the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.

(d) Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Prices of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be subject to adjustment from time to time as follows:

(i) (A) If this corporation shall issue, after the date upon which the first share of Series F Preferred Stock was first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for a particular series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series of Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including the number of shares of Common Stock issuable upon exercise and/or conversion of all exercisable and/or convertible securities of this corporation) plus the number of shares of Common Stock that the aggregate consideration received by this corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance (including the number of shares of Common Stock issuable upon exercise and/or conversion of all exercisable and/or convertible securities of this corporation) plus the number of shares of such Additional Stock.

(B) No adjustment of the Conversion Price for any series of Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and either shall be taken into account in any subsequent adjustment made prior to 3 years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of 3 years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection 3(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

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(C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board irrespective of any accounting treatment.

(E) In the case of the issuance (whether before, on or after the Purchase Date) of options to purchase or rights to subscribe for Common Stock, by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this subsection 3(d)(i) and subsection 3(d)(ii):

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 3(d)(i)(C) and (d)(i)(D)), if any, received by this corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by this corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 3(d)(i)(C) and (d)(i)(D)).

(3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price of each series of Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to

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reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of each series of Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 3(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 3(d)(i)(E)(3) or (4).

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 3(d)(i)(E)) by this corporation after the Purchase Date other than:

(A) securities issued pursuant to a transaction described in subsection 3(d)(iii) hereof;

(B) securities issuable or issued to employees, officers, consultants, or directors of this corporation or any parent or subsidiary corporation (or other persons performing services to this corporation or any parent or subsidiary corporation) directly or pursuant to a stock option plan or restricted stock plan or other agreement approved by the Board;

(C) securities issued or issuable (I) in a public offering before or in connection with which all outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will be converted to Common Stock or (II) upon exercise of warrants or rights granted to underwriters in connection with such a public offering;

(D) securities issued in connection with bona fide acquisition transactions approved by the Board (including approval by a majority of the Preferred Directors (as defined below));

(E) securities issued to financial institutions in connection with equipment leasing arrangements or to real estate lessors, in either case of a primarily non-equity financing nature;

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(F) securities issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock;

(G) securities issued as dividends or distributions on Preferred Stock;

(H) securities issued pursuant to options, warrants, notes, or other rights to acquire Common Stock or Preferred Stock of the corporation outstanding as of the Purchase Date;

(I) shares of Series F Preferred Stock sold pursuant to that certain Series F Preferred Stock Purchase Agreement, dated on or about the date hereof, by and among the corporation and certain other parties thereto, as may be amended from time to time; or

(J) securities issuable or issued pursuant to a certain Consulting Agreement by and between the corporation and Laurence Korn effective February 25, 2003, as amended from time to time.

(iii) In the event this corporation should at any time or from time to time after the Purchase Date fix a record date (the “Split/Dividend Date”) for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of the Split/Dividend Date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series of Preferred Stock shall be increased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents; provided, however, that, in the event this corporation should also on the Split/Dividend Date (or the date of such dividend distribution, split or subdivision if no record date is fixed) effect a split or subdivision of the outstanding shares of a particular series of Preferred Stock or make a determination of holders of such series of Preferred Stock entitled to receive Common Stock Equivalents without payment of any consideration by such holder for the additional shares of Preferred Stock or the Common Stock Equivalents, then no such change to the Conversion Price of the applicable series of Preferred Stock shall be made.

(iv) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination (the “Combination Date”), the Conversion Price for each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series

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Preferred Stock shall be decreased in proportion to such decrease in outstanding shares; provided, however that, in the event the number of shares of a particular series Preferred Stock is also decreased by a combination of the outstanding shares of such series of Preferred Stock on the Combination Date, then no such change to the Conversion Price of the applicable series Preferred Stock shall be made.

(e) Other Distributions. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3(d)(iii), then, in each such case for the purpose of this subsection 3(e) (provided a similar distribution is not at the same time made to the holders of Preferred Stock), the holders of each series of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this corporation into which their shares of such series of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

(f) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 3 or in Section 2 of this Division B) in which the holders of Preferred Stock do not receive a similar benefit, provision shall be made so that the holders of each series of Preferred Stock shall thereafter be entitled to receive upon conversion of such series of Preferred Stock that number of shares of stock or other securities or property of this corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the holders of each series of Preferred Stock after the recapitalization to the end that the provisions of this Section 3 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of each such series Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

(g) No Impairment. This corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(h) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of a particular series of Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional shares. If, after the aforementioned aggregation,

11

the conversion would result in the issuance of a fraction of a share of Common Stock, this corporation shall, in lieu of issuing any fractional share, pay the holder otherwise entitled to such fraction a sum in cash equal to the fair market value of such fraction on the date of conversion (as determined in good faith by the Board).

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of any series of Preferred Stock pursuant to this Section 3, this corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such series of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This corporation shall, upon the written request at any time of any holder of any series of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such series of Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of such series of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by this corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this corporation shall mail to each holder of Preferred Stock, at least 15 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Preferred Stock, such number of its shares of Common Stock as shall be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate of Incorporation.

(k) Notices. Any notice required by the provisions of this Section 3 to be given to the holders of shares of Preferred Stock shall be deemed given (i) upon personal delivery, (ii) if sent and delivered within the United States, five (5) days after deposit in the United States mail, first-class, postage prepaid, or the day after delivery to an overnight delivery service of national reputation, or (iii) if sent or delivered outside the United States, three (3) days after deposit with a recognized international courier service. All such notices shall be delivered to each holder of record at his address appearing on the books of this corporation.

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4. Voting Rights.

(a) Except as otherwise provided by law and subject to subparagraph (b) of this Section 4, the holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any contrary provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(b) Election of Directors. So long as at least 4,000,000 shares of Series A Preferred Stock remain outstanding (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations), the holders of then outstanding shares of Series A Preferred Stock, voting as a separate class, shall be entitled to elect two (2) of the total number of directors of this corporation as is authorized by the bylaws of this corporation (the “Series A Directors”). So long as at least 4,000,000 shares of Series B Preferred Stock remain outstanding (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations), the holders of then outstanding shares of Series B Preferred Stock, voting as a separate class, shall be entitled to elect two (2) of the total number of directors of this corporation as is authorized by the bylaws of this corporation (the “Series B Directors”). So long as at least 4,000,0000 shares of Series F Preferred Stock remain outstanding (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations), the holders of then outstanding shares of Series F Preferred Stock, voting as a separate class, shall be entitled to elect one (1) of the total number of directors of this corporation as is authorized by the bylaws of this corporation (the “Series F Director” and together with the Series A Directors and the Series B Directors, the “Preferred Directors”). The holders of the Common Stock, voting as a separate class, shall be entitled to elect one (1) of the total number of directors of this corporation as is authorized by the bylaws of this corporation (the “Common Director”). The holders of Common Stock and the holders of Preferred Stock, voting together, shall appoint all remaining directors. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall constitute a quorum of the Series A Preferred Stock for the election of the Series A Directors, the presence in person or by proxy of the holders of a majority of the Series B Preferred Stock then outstanding shall constitute a quorum of the Series B Preferred Stock for the election of the Series B Directors, the presence in person or by proxy of the holders of a majority of the Series F Preferred Stock then outstanding shall constitute a quorum of the Series F Preferred Stock for the election of the Series F Director and the presence in person or by proxy of the holders of a majority of the Common Stock then outstanding shall constitute a quorum of the Common Stock for the election or nomination of the Common Director. Notwithstanding the provisions of Section 223 (a)(1) and 223 (a)(2) of the Delaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated

13

Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a particular class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of this corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. Any director elected as provided in the immediately preceding sentence hereof may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting or such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent.

5. Protective Provisions.

(a) So long as any shares of Series A Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series A Preferred Stock take any action that alters the rights, preferences or privileges of the Series A Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

(b) So long as any shares of Series B Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series B Preferred Stock take any action that alters the rights, preferences or privileges of the Series B Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

(c) So long as any shares of Series C Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series C Preferred Stock take any action that alters the rights, preferences or privileges of the Series C Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

(d) So long as any shares of Series D Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series D Preferred Stock take any action that alters the rights, preferences or privileges of the Series D Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

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(e) So long as any shares of Series E Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series E Preferred Stock take any action that alters the rights, preferences or privileges of the Series E Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

(f) So long as any shares of Series F Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six percent (66%) of the then outstanding shares of Series F Preferred Stock take any action that alters the rights, preferences or privileges of the Series F Preferred Stock, including but not limited to amending or repealing the Corporation’s Certificate of Incorporation or Bylaws in any manner which affects such rights, preferences, or privileges.

(g) So long as at least 12,000,000 total shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock remain outstanding, this corporation shall not, directly or indirectly, without the vote or written consent by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (voting together as a single class and on an as converted to Common Stock basis):

(i) sell, abandon, transfer, lease or otherwise dispose of all or substantially all of its or any of its subsidiaries’ property or assets;

(ii) purchase, lease or otherwise acquire all or substantially all of the assets of another entity;

(iii) declare or pay dividends other than on the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock;

(iv) redeem any stock other than (A) in connection with the exercise of the Corporation’s right of first refusal pursuant to the Amended and Restated Stockholders’ Agreement by and among the Corporation and the other parties thereto or (B) in connection with the corporation’s repurchase of shares issued by it, pursuant to arrangements that have been approved by the corporation’s Compensation Committee or by the Board, to employees, directors, or consultants upon termination of employment or cessation of service, as the case may be;

(v) engage in any business other than the instrumentation business;

(vi) dissolve, liquidate or undergo any Deemed Liquidation Event;

15

(vii) issue any securities senior to the Series A Preferred Stock or Series B Preferred Stock or Series C Preferred Stock or Series D Preferred Stock or Series E Preferred Stock or Series F Preferred Stock which will vote with the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock as a single class pursuant to this section;

(viii) change the number of members of the Board to a number other than eight (8);

(ix) unless approved by the Board (which shall include the approval of at least a majority of the Preferred Directors), incur outstanding indebtedness in excess of $500,000;

(x) effect a sale of the corporation’s capital stock in an underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933;

(xi) enter into any transaction with any affiliate of the Company without the approval of at least a majority of the disinterested directors;

(xii) increase the size of the authorized number of shares available for issuance pursuant to an equity incentive plan of the corporation ; or

(xiii) form or create subsidiaries, joint ventures or partnerships.

6. Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 3 hereof, the shares so converted shall be cancelled and shall not be issuable by this corporation. The Certificate of Incorporation of this corporation, as amended and/or restated from time to time, shall be appropriately amended to effect the corresponding reduction in this corporation’s authorized capital stock.

7. Repurchase of Shares. In connection with repurchases by this corporation of its Common Stock pursuant to its agreements with certain of the holders thereof, Sections 502 and 503 of the California General Corporation Law (the “Code”) shall not apply in whole or in part with respect to such repurchases.

D. Common Stock.

1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, if, when and as declared by the Board, out of any assets of this corporation legally available therefor, such dividends as may be declared from time to time by the Board.

2. Liquidation Rights. Upon the liquidation, dissolution or winding up of this corporation, the assets of this corporation shall be distributed as provided in Section 2 of Division (B) of this Article III.

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3. Redemption. The Common Stock is not redeemable.

4. Voting Rights. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

The Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation;

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

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ARTICLE VII

A. To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

B. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

C. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

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The foregoing Restated Certificate of Incorporation has been duly adopted by the Board and this corporation’s stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

The undersigned has executed this certificate on October 13^th, 2010.

/s/ Timothy Harkness, President

Timothy Harkness, President

[AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF CELL BIOSCIENCES, INC.]

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF CELL BIOSCIENCES, INC.

The undersigned Timothy Harkness hereby certifies that:

ONE: He is the duly elected and acting President of Cell Biosciences, Inc., a Delaware corporation formerly named Signal Analytics, Inc.

TWO: The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 20, 2000.

THREE: Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of Amended and Restated Certificate of Incorporation amends this corporation’s Certificate of Incorporation as follows:

(i) Article IV, Section A of this corporation’s Certificate of Incorporation is amended to read in its entirety as follows:

“A. Classes of Stock. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which this corporation is authorized to issue is 238,835,246 shares. 160,000,000 shares shall be Common Stock, $0.0001 par value per share, and 78,835,246 shares shall be Preferred Stock, $0.0001 par value per share. The Preferred Stock shall be issued by series as set forth herein. The first series of Preferred Stock shall be “Series A Preferred Stock” and shall consist of 14,420,000 shares, $0.0001 par value per share. The second series of Preferred Stock shall be “Series B Preferred Stock” and shall consist of 17,935,800 shares, $0.0001 par value per share. The third series of Preferred Stock shall be “Series C Preferred Stock” and shall consist of 7,104,589 shares, $0.0001 par value per share. The fourth series of Preferred Stock shall be “Series D Preferred Stock” and shall consist of 10,708,191 shares, $0.0001 par value per share. The fifth series of Preferred Stock shall be “Series E Preferred Stock” and shall consist of 6,166,666 shares, $0.0001 par value per share. The sixth series of Preferred Stock shall be “Series F Preferred Stock” and shall consist of 22,500,000 shares, $0.0001 par value per share.”

This Certificate of Amendment was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the DGCL. This Certificate of Amendment has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders of the Corporation.

The undersigned has executed this certificate on May 6, 2011.

/s/ Timothy Harkness

Timothy Harkness

President

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF CELL BIOSCIENCES, INC.

The undersigned Timothy Harkness hereby certifies that:

ONE: He is the duly elected and acting President of Cell Biosciences, Inc., a Delaware corporation formerly named Signal Analytics, Inc.

TWO: The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 20, 2000.

THREE: Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of Amended and Restated Certificate of Incorporation amends this corporation’s Certificate of Incorporation as follows:

(i) Article I. of this corporation’s Certificate of Incorporation is amended to read in its entirety as follows:

“The name of this corporation is ProteinSimple.”

This Certificate of Amendment was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the DGCL. This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL by the stockholders of the Corporation.

The undersigned has executed this certificate on July 14, 2011.

/s/ Timothy Harkness

Timothy Harkness

President

EX-4

EXHIBIT 4.2

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

October 19, 2010

TABLE OF CONTENTS

			Page
1.	Registration Rights			2
	1.1	Definitions		2
	1.2	Request for Registration		3
	1.3	Company Registration		4
	1.4	Form S-3 Registration		5
	1.5	Obligations of the Company		6
	1.6	Furnish Information		7
	1.7	Expenses of Registration		7
	1.8	Underwriting Requirements		8
	1.9	Delay of Registration		9
	1.10	Indemnification		9
	1.11	Reports Under the Exchange Act		11
	1.12	Assignment of Registration Rights		11
	1.13	Limitations on Subsequent Registration Rights		12
	1.14	Market Stand-Off Agreement		12
	1.15	Termination of Registration Rights		13
2.	Covenants of the Company			13
	2.1	Delivery of Financial Statements		13
	2.2	Inspection		14
	2.3	Right of First Offer		14
	2.4	Vesting of Stock Options		16
	2.5	Board Expenses		16
	2.6	Termination of Covenants
	2.7	Additional Covenants
3.	Miscellaneous			18
	3.1	Termination		18
	3.2	Entire Agreement		18
	3.3	Successors and Assigns		18
	3.4	Amendments and Waivers		18
	3.5	Notices		19

-i-

TABLE OF CONTENTS

(continued)

		Page
3.6	Severability		19
3.7	Governing Law		19
3.8	Counterparts		19
3.9	Titles and Subtitles		19
3.10	Expenses		19
3.11	Aggregation of Stock		19
3.12	Additional Series C Investors
3.13	The Wellcome Trust Limited

SCHEDULE A         Investors

-ii-

Table of Contents

			Page
1.	Registration Rights			2
	1.1	Definitions		2
	1.2	Request for Registration		3
	1.3	Company Registration		4
	1.4	Form S-3 Registration		5
	1.5	Obligations of the Company		6
	1.6	Furnish Information		7
	1.7	Expenses of Registration		7
	1.8	Underwriting Requirements		8
	1.9	Delay of Registration		9
	1.10	Indemnification		9
	1.11	Reports Under the Exchange Act		11
	1.12	Assignment of Registration Rights		11
	1.13	Limitations on Subsequent Registration Rights		12
	1.14	Market Stand-Off Agreement		12
	1.15	Termination of Registration Rights		13
2.	Covenants of the Company			13
	2.1	Delivery of Financial Statements		13
	2.2	Inspection		14
	2.3	Right of First Offer		14
	2.4	Vesting of Stock Options		16
	2.5	Board Expenses		16
	2.6	Observation Rights.		16
	2.7	Termination of Covenants		17
	2.8	Additional Covenants		17
3.	Miscellaneous			18
	3.1	Termination		18
	3.2	Entire Agreement		18
	3.3	Successors and Assigns		18
	3.4	Amendments and Waivers		18
	3.5	Notices		19
	3.6	Severability		19

-i-

Table of Contents

(continued)

		Page
3.7	Governing Law		19
3.8	Counterparts		19
3.9	Titles and Subtitles		19
3.10	Expenses		19
3.11	Aggregation of Stock		19
3.12	The Wellcome Trust Limited		20

-ii-

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 19^th day of October, 2010, by and among Cell Biosciences, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock listed on Schedule A attached hereto (each an “Investor” and together, the “Investors”).

RECITALS

A. Certain of the Investors (the “Prior Investors”) hold shares of Series A Preferred Stock of the Company (the “Series A Preferred Stock”), shares of Series B Preferred Stock (the “Series B Preferred Stock”), shares of Series C Preferred Stock (the “Series C Preferred Stock”), shares of Series D Preferred Stock (the “Series D Preferred Stock”), shares of Series E Preferred Stock (the “Series E Preferred Stock”) and/or shares of Common Stock issued upon conversion thereof, are parties to that certain Amended and Restated Investors’ Rights Agreement dated as of December 4, 2009, as amended February 8, 2010, by and among the Company and such Prior Investors (the “Prior Agreement”) and are the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the Registrable Securities (as defined below) subject to or enjoying the rights under the Prior Agreement.

B. Certain of the Investors and the Company are parties to that certain Series F Preferred Stock Purchase Agreement dated as of the date hereof (the “Series F Purchase Agreement”) relating to the issue and sale of shares of Series F Preferred Stock of the Company (the “Series F Preferred Stock”).

C. The obligations of the Company and certain of the Investors under the Series F Purchase Agreement are conditioned, among other things, upon the execution and delivery of this Agreement by the Investors and the Company.

D. In order to induce the Company to enter into the Series F Purchase Agreement and to induce the Investors to invest funds in the Company pursuant to the Series F Purchase Agreement, the Investors and the Company hereby agree that the Prior Agreement shall be amended and restated in its entirety and this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors and certain other matters as set forth herein.

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AGREEMENT

The parties hereby agree as follows:

1. Registration Rights. The Company and the Investors covenant and agree as follows:

1.1 Definitions. For purposes of this Section 1:

(a) The term “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

(b) The term “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act;

(c) The term “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee in accordance with Section 1.12 of this Agreement;

(d) The term “Qualified IPO” means an underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the public offering price of which is not less than $7.50 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization) and which results in aggregate cash proceeds to the Company of at least $30,000,000 (net of underwriting discounts and commissions);

(e) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

(f) The term “Registrable Securities” means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock; (ii) the shares of Common Stock issuable or issued upon conversion of the Series B Preferred Stock; (iii) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to Lighthouse Capital Partners V, L.P. (“Lighthouse”) pursuant to that certain Preferred Stock Purchase Warrant dated on or about July 18, 2005 (the “LCP Warrant”) issued in connection with that certain Loan and Security Agreement dated on even date therewith (the “Loan Agreement”); (iv) the shares of Common Stock issuable or issued upon conversion of the Series C Preferred Stock; (v) the shares of Common Stock issuable or issued upon conversion of the Series D Preferred Stock; (vi) the shares of Common Stock issuable or issued upon conversion of the Series E Preferred Stock; (vii) the shares of Common Stock issuable or issued upon conversion of the Series F Preferred Stock; (viii) the shares of Common Stock issued upon exercise of the warrants issued pursuant to the Series D Purchase Agreement dated September 5, 2009, as amended, by and among the Company and certain of its investors; (ix) the shares of Common Stock issued upon exercise of the warrants issued pursuant to the Series F Purchase Agreement; and (x) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix); provided, however, that the foregoing definition shall exclude in all cases any (a) shares which registration rights have terminated

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pursuant to Section 1.15 hereof and (b) Registrable Securities sold by a person in a transaction in which his or her rights under Section 1 of this Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, and (C) the Holder thereof is entitled to exercise any right provided in Section 1 in accordance with Section 1.15 below;

(g) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

(h) The term “SEC” means the Securities and Exchange Commission; and

(i) The term “Securities Act” means the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.

1.2 Request for Registration.

(a) If the Company shall receive at any time after the earlier of (i) the third anniversary of the date of this Agreement, or (ii) six (6) months following the date of the initial public offering of the Company’s securities, a written request from the Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 50% of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000), then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of subsection 1.2(b), use its best efforts to file as soon as practicable, and in any event within 90 days of the receipt of such request, a registration statement under the Securities Act covering all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company.

(b) If the Holders initiating the registration request hereunder (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to

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distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve-month period.

(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

(i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective;

(ii) During the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of a registration subject to Section 1.3 hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or

(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

1.3 Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be

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required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.4, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

1.4 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of not less than 30% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 12-month period; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for Holders pursuant to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

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1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days, or until the distribution described in such registration statement is completed, if earlier; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company. The Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for 120 days.

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(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

1.6 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 1.2(a) or subsection 1.4(b)(2), whichever is applicable.

1.7 Expenses of Registration.

(a) Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements, not to exceed $25,000, of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

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(b) Company Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.12), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

(c) Registration on Form S-3. Expenses incurred in connection with up to three (3) registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printer’s and accounting fees (including fees and disbursements of counsel for the Company in its capacity as counsel to the Holders requesting registration hereunder; if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the Holders requesting registration) shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating holders shall bear such expenses), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to expenses for one registration pursuant to Section 1.4. All expenses incurred in connection with additional registrations requested pursuant to Section 1.4 (beyond the three registrations described above), including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the Holder or Holders requesting registration and counsel for the Company shall be borne pro rata (on the basis of the number of shares registered) by the Holder or Holders participating in the Form S-3 Registration.

1.8 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 30% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are

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included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership, corporation or limited liability company, the partners, retired partners, stockholders and members of such holder, or the estates and family members of any such partners, retired partners, stockholders and members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

1.9 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.10 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims,

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damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 1.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this subsection 1.10(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10.

(d) If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a Holder under this Subsection 1.10(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to

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information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.11 Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) take such action, including the voluntary registration of its Common Stock under Section 12 for the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.12 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to (i) an affiliated entity that is controlled by or under common control with such Holder, (ii) such Holder’s spouse or to the parents, siblings, children,

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grandchildren, nieces or nephews, or the spouses of such siblings, children, grandchildren, nieces or nephews, of such Holder or such Holder’s spouse (collectively, a “Family Group”) or to trusts for the benefit of member(s) of a Holder’s Family Group or to entities controlled by such Family Group, (iii) a partner or retired partner of a transferring Holder which is a partnership, (iv) a constituent member of any Holder that is a limited liability company, (v) a transferee or assignee of such securities who, after such assignment or transfer, holds at least 250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), (vi) a transferee where such transfer is made in connection with a transfer of all of the Registrable Securities of the transferring Holder to such transferee, or (vii) in the case of The Wellcome Trust Limited, The Wellcome Trust may assign its rights to cause the Company to register Registrable Securities pursuant to this Section 1 (but only with all related obligations) to any successor trustee of The Wellcome Trust or additional trustee or trustees of The Wellcome Trust from time to time, or any company whose shares are all held directly or indirectly by The Wellcome Trust, or any nominee or custodian of any such person, in each case provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.15 below. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including members of the Family Group of such partners or members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.13 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) or within 120 days of the effective date of any registration effected pursuant to Section 1.2.

1.14 Market Stand-Off Agreement.

(a) Period; Agreement. Each Holder hereby agrees that, during the period of duration specified by the Company and an underwriter of Common Stock or other securities of the Company, following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such

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underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Common Stock included in such registration; provided, however, that such market stand-off time period shall not exceed 180 days and shall only be applicable to the Company’s initial public offering. The underwriters in connection with the initial public offering by the Company are intended third party beneficiaries of this Section 1.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto; further, each Holder hereby agrees to enter into written agreement with such underwriters containing terms substantially equivalent to the terms of this Section 1.14, and each Holder hereby agrees that such underwriters shall be entitled to require each such Holder to enter into such a written agreement.

(b) Limitations. The obligations described in Section 1.14(a) shall apply only if all officers and directors of the Company and all 1% securityholders enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.

(c) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

(d) Transferees Bound. Each Holder agrees that it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14.

1.15 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five years following the consummation of a Qualified IPO, (ii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a three-month period without registration or (iii) upon termination of the Agreement, as provided in Section 3.1.

2. Covenants of the Company.

2.1 Delivery of Financial Statements. The Company shall deliver to each Holder of at least 2,000,000 shares of Registrable Securities (other than a Holder reasonably deemed by the Company to be a competitor of the Company) and to Lighthouse:

(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared by a certified public accountant in accordance with generally accepted accounting principles (“GAAP”), and, within 180 days after the end of such fiscal year of the Company, audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company;

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(b) as soon as practicable, but in any event within 30 days after the start of each fiscal year, a budget and summary operating plan (that have been approved by the Board of Directors) for such fiscal year; and

(c) Within 20 days of the end of each month, (i) an unaudited income statement, (ii) a statement of cash flows, (iii) balance sheet for and as of the end of such month, each in reasonable detail, and (iv) a correct summary and detailed capitalization table showing ownership of all outstanding Securities.

2.2 Inspection. The Company shall permit each Holder of at least 1,000,000 shares of Registrable Securities (except for a Holder reasonably deemed by the Company to be a competitor of the Company), at such Holder’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers, upon advice of legal counsel, to be a trade secret or similar confidential information.

2.3 Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor (as hereinafter defined) a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, a “Major Investor” shall mean any person who holds at least 1,000,000 shares of Preferred Stock or the Common Stock issued upon conversion thereof (subject to adjustment for stock splits, stock dividends, reclassifications or the like). For purposes of this Section 2.3, Major Investor includes any general partners, managing members or affiliates of a Major Investor. A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice (the “RFO Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within 15 calendar days after delivery of the RFO Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the RFO Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Major Investor bears to the total number

14

of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities). Such purchase shall be completed at the same closing as that of any third party purchasers or at an additional closing thereunder. The Company shall promptly, in writing, inform each Major Investor that purchases all the shares available to it (each, a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities) and held by the Fully Exercising Investors.

(c) The Company may, during the 45-day period following the expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the RFO Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within 60 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 2.3 shall not be applicable to:

(i) Securities issued pursuant to a transaction described in Section (IV)(B)(3)(d)(iii) of the Company’s Amended and Restated Certificate of Incorporation;

(ii) securities issuable or issued to employees, officers, consultants, or directors of this corporation or any parent or subsidiary corporation (or other persons performing services to this corporation or any parent or subsidiary corporation) directly or pursuant to a stock option plan or restricted stock plan or other agreement approved by the Board;

(iii) securities issued or issuable (I) in a public offering before or in connection with which all outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will be converted to Common Stock or (II) upon exercise of warrants or rights granted to underwriters in connection with such a public offering;

(iv) securities issued in connection with bona fide acquisition transactions approved by the Board;

(v) securities issued to financial institutions in connection with equipment leasing arrangements or to real estate lessors, in either case of a primarily non-equity financing nature;

15

(vi) securities issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock;

(vii) securities issued as dividends or distributions on Preferred Stock;

(viii) securities issued pursuant to options, warrants, notes, or other rights to acquire Common Stock or Preferred Stock of the Company outstanding as of the date of this Agreement; or

(ix) the issuance of shares of Series F Preferred Stock pursuant to the Series F Purchase Agreement, as may be amended from time to time.

In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.

2.4 Vesting of Stock Options. All stock and stock equivalents issued after April 9, 2009 to employees, directors, consultants and other service providers will be subject to vesting as follows (unless otherwise approved by the Board of Directors): 25% will vest on the one year anniversary of the applicable vesting start date, with the remaining 75% to vest monthly over the following three years.

2.5 Board Expenses. The Company shall reimburse the reasonable expenses of non-employee members of the Board of Directors incurred while attending Board meetings or performing work at the request of the Company.

2.6 Observation Rights. The Company shall permit a representative of each holder of at least 2,900,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and/or Common Stock (including Common Stock issuable upon the exercise or conversion of outstanding warrants) (each, an “Institutional Investor” and collectively, the “Institutional Investors”) to attend all meetings of the Board of Directors (whether in person or telephonically) in a non-voting, observer capacity (the “Observer Right”); provided that such Observer Right shall remain until such Institutional Investor, together with its affiliated funds (and entities), holds less than 2,900,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and/or Common Stock (including Common Stock issuable upon the exercise or conversion of outstanding warrants), at which time the Observer Right shall terminate. The Company shall provide notice to each Institutional Investor representative of all meetings of the Board of Directors at the same time as it provides notice to the members of the Board of Directors along with a copy of all notices, minutes, consents and other materials, financial or otherwise, provided to such members; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes,

16

upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. Each Institutional Investor shall be responsible for any and all expenses that it may incur with respect to the attendance of its representative at any meetings of the Board of Directors. Each Institutional Investor agrees on behalf of itself and its employees, professional advisors and agents, to hold in confidence and trust and not use or disclose any confidential information (other than to their employees, professional advisors or agents who need to know such information) provided to or learned by it in connection with its rights under this Agreement. Each Institutional Investor shall be ultimately responsible in the event that its employees, professional advisors or agents breach the confidentiality obligations of this Section 2.6. The Observer Right with respect to all Institutional Investors shall terminate upon the first to occur of a Qualified IPO or a Liquidation Event (as defined in Company’s Amended and Restated Certificate of Incorporation).

2.7 Termination of Covenants.

(a) The covenants set forth in Sections 2.1 through Section 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, or (ii) upon termination of the Agreement, as provided in Section 3.1.

(b) Without limiting Section 2.6(a), the covenants set forth in Sections 2.1 and 2.2 shall terminate as to each Holder and be of no further force or effect when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs earlier than the events described in Section 2.6(a) above.

(c) Without limiting Section 2.6(a), the covenants set forth in Section 2.1 shall terminate as to Lighthouse and be of no further force or effect at such time as neither Lighthouse nor any of its corporate affiliates holds any Registrable Securities.

2.8 Additional Covenants.

(a) Proprietary Information and Inventions Agreement. The Company shall use its best efforts to cause all future employees and consultants to execute the Company’s standard form proprietary information and inventions agreement.

(b) Officer Compensation. All officer compensation in excess of $100,000 per annum, all equity compensation (including vesting), and all executive compensation matters shall be reviewed and determined or recommended by either (i) a majority of the Company’s Compensation Committee, where at least a majority of the membership of such Compensation Committee shall consist of those directors that have been designated by the holders of the Company’s Series A Preferred Stock and/or Series B Preferred Stock pursuant to that certain Amended and Restated Voting Agreement, dated as of the date hereof, by and among the Company, certain of the Investors and the other parties thereto, as may be amended from time to time, or (ii) a majority of the Company’s Board of Directors.

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(c) Director and Officer Insurance. The Company shall use its best efforts to obtain and maintain in full force and effect director and officer liability insurance in an amount comparable to a similar Company.

(d) Corporate Existence. The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights, and franchises.

(e) Payment of Tax Obligations. The Company shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon it or its income or upon any of its property, real, personal or mixed, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) that, if unpaid, might by law become a lien or charge upon its property; provided, that the Company shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if the Company shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by the Company and its independent certified public accountants. The Company shall withhold and pay over all amounts required to be withheld and paid by any governmental authority.

(f) Litigation. The Company shall notify Investors if an action, suit or proceeding against the Company is threatened or arises with an amount in controversy in excess of five hundred thousand dollars ($500,000).

3. Miscellaneous.

3.1 Termination. This Agreement shall terminate, and have no further force and effect, when the Company shall consummate a transaction or series of related transactions deemed to be a dissolution or winding up of the Company pursuant to the Company’s Restated Certificate of Incorporation, as such Restated Certificate of Incorporation may be amended from time to time.

3.2 Entire Agreement. This Agreement, including the schedules and exhibits attached hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

3.3 Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any Preferred Stock or any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.4 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party to the Agreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities, and the Company.

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3.5 Notices. Unless otherwise provided, all notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed telex or facsimile if sent during the normal business hours of the recipient (if not sent during the normal business hours of the recipient, then on the next business day); (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the address as set forth on the signature page hereof or at such other address as such party may designate by ten days advance written notice to the other parties hereto.

3.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

3.7 Governing Law. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws.

3.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.10 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.11 Aggregation of Stock. All shares of the Preferred Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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3.12 The Wellcome Trust Limited. With respect to its signatory capacity and liability as the trustee of The Wellcome Trust, The Wellcome Trust Limited (the “Trustee”), enters into this Agreement in its capacity as the trustee for the time being of The Wellcome Trust but not otherwise and it is hereby agreed and declared that notwithstanding anything to the contrary contained or implied in this Agreement:

(a) the obligations incurred by the Trustee under or in consequence of this Agreement shall be enforceable against it or the other trustees of The Wellcome Trust from time to time; and

(b) the liabilities of the Trustee (or such other trustees as are referred to in paragraph (a) above) in respect of such obligations shall be limited to such liabilities as can, and may lawfully and properly be met out of the assets of The Wellcome Trust for the time being in the hands or under the control of the Trustee or such other trustees.

[Signature Page Follows]

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The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

	CELL BIOSCIENCES, INC.
	By:	/s/ Timothy Harkness
		Timothy Harkness, President and CEO
Address:	3040 Oakmead Village Drive
	Santa Clara, CA 95051

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

INVESTORS:
THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
By:	/s/ Peter Pereira Gray
Name: Peter Pereira Gray
Its: Managing Director

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

INVESTORS:
LATTERELL VENTURE PARTNERS, LP
By:	Latterell Capital Management, LLC
Its:	General Partner
	By:	/s/ Patrick F. Latterell
	Name: Patrick F. Latterell
	Its: Managing Member

Address:     1 Embarcadero Center, Suite 4050 San Francisco, CA 94111

LATTERELL VENTURE PARTNERS II, LP
By:	Latterell Capital Management II, LLC
Its:	General Partner
	By:	/s/ Patrick F. Latterell
	Name: Patrick F. Latterell
	Its: Managing Member

Address:     1 Embarcadero Center, Suite 4050 San Francisco, CA 94111

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	DOMAIN PARTNERS V, L.P.
	By:	One Palmer Square Associates V, L.L.C.,
		its General Partner
		By:	/s/ Kathleen K. Schoemaker
			Kathleen K. Schoemaker
			Managing Member
Address:	One Palmer Square
	Suite 515
	Princeton, NJ 08542
	DP V ASSOCIATES, L.P.
	By:	One Palmer Square Associates V, L.L.C.,
		its General Partner
		By:	/s/ Kathleen K. Schoemaker
			Kathleen K. Schoemaker
			Managing Member
Address:	One Palmer Square
	Suite 515
	Princeton, NJ 08542

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	DOMAIN PARTNERS VII, L.P.
	By:	One Palmer Square Associates VII, L.L.C.,
		its General Partner
		By:	/s/ Kathleen K. Schoemaker
			Kathleen K. Schoemaker
			Managing Member
Address:	One Palmer Square
	Suite 515
	Princeton, NJ 08542
	DP VII ASSOCIATES, L.P.
	By:	One Palmer Square Associates VII, L.L.C.,
		its General Partner
		By:	/s/ Kathleen K. Schoemaker
			Kathleen K. Schoemaker
			Managing Member
Address:	One Palmer Square
	Suite 515
	Princeton, NJ 08542

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	VERTICAL FUND I, L.P.
	By:	THE VERTICAL GROUP, L.P.
		General Partner
	By:	THE VERTICAL GROUP GPHC, LLC
		General Partner
		By:	/s/ John E. Runnells
		Name: John E. Runnells
		Authorized Signatory
Address:	25 DeForest Avenue
	Summit, NJ 07901
	VERTICAL FUND II, L.P.
	By:	THE VERTICAL GROUP, L.P.
		General Partner
	By:	THE VERTICAL GROUP GPHC, LLC
		General Partner
		By:	/s/ John E. Runnells
		Name: John E. Runnells
		Authorized Signatory
Address:	25 DeForest Avenue
	Summit, NJ 07901

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	2001 RBCP CANADIAN GP LIMITED, in its capacity as general partner of, and on behalf of all partners of,
	RBC LIFE SCIENCES LIMITED PARTNERSHIP II
	By:	/s/ Annie Ropar
	Name: Annie Ropar
	Title: Treasurer
	By:	/s/ William Volk
	Name: William Volk
	Title: President
Address:	RBC Capital Partners
	Royal Bank Plaza South Tower
	200 Bay Street 5th Floor
	Toronto, Ontario M5J 2J5
	Canada

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	NOVO A/S
	By:
	Name:
	Title:
	By:	/s/ Thomas Dyrberg
	Name: Thomas Dyrberg
	Title: Senior Partner
Address:	Tuborg Havnevej 19
	DK-2900 Hellerup
	Denmark

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

INVESTORS:
MITSUI & CO. VENTURE PARTNERS II, L.P.
By:	Mitsui & Co. Venture Partners, Inc.,
	its General Partner
	By:	/s/ Kenichi Kimura
		Kenichi Kimura, President and CEO
MITSUI & CO. VENTURE PARTNERS III, LLC
BY: Mitsui & Co. Venture Partners, Inc., Manager
By:	/s/ Kenichi Kimura
	Kenichi Kimura, President and CEO

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	LANSING BROWN INVESTMENTS LLC
	By:	/s/ John L. Zabriskie
	Name: John L. Zabriskie
	Title: President
Address:	PO Box 586
	Snowmass, CO 81654

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

	INVESTORS:
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII, L.P.
	By:	Essex Woodlands Health Ventures VIII, L.P., as General Partner
		By:	Essex Woodlands Health Ventures VIII, LLC., as General Partner
		By:	/s/ Ron Eastman
			Ron Eastman
			Manager
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A, L.P.
	By:	Essex Woodlands Health Ventures VIII, L.P., as General Partner
		By:	Essex Woodlands Health Ventures
			VIII, LLC., as General Partner
		By:	/s/ Ron Eastman
			Ron Eastman
			Manager
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B, L.P.
	By:	Essex Woodlands Health Ventures VIII, L.P., as General Partner
		By:	Essex Woodlands Health Ventures VIII, LLC., as General Partner
		By:	/s/ Ron Eastman
			Ron Eastman
			Manager
Address:	Essex Woodlands Health Ventures, Inc. 335 Bryant Street, 3rd Floor Palo Alto, CA 94301 Facsimile: (650) 327-9755 Attention: Ron Eastman/James Stutz

[SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

SCHEDULE A

INVESTORS

Name/Address	Series A Shares		Series B Shares		Series C Shares		Series D Shares		Series E Shares		Series F Shares
The Wellcome Trust Limited, Trustee of the Wellcome Trust 215 Euston Road London, ENG NW1 2BE Fax No.:		—		10,000,000		2,223,458		5,166,666		—		2,371,384
Latterell Venture Partners, LP 1 Embarcadero Center, Suite 4050 San Francisco, CA 94111		570,000		190,000		185,882		190,000		—		144,447
Latterell Venture Partners II, LP 1 Embarcadero Center, Suite 4050 San Francisco, CA 94111		2,430,000		810,000		792,440		810,000		—		615,800
Domain Partners VII, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Fax No.:		—		—		633,989		1,966,460		—		1,125,149
DP VII Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Fax No.:		—		—		10,813		33,540		—		19,191
Domain Partners V, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Fax No.:		2,930,767		2,539,998		629,922		—		—		—
DP V Associates, L.P. One Palmer Square, Suite 515 Princeton, NJ 08542 Fax No.:		69,233		60,002		14,880		—		—		—
NOVO A/S Tuborg Havnevej 19 DK-2900 Hellerup, Denmark Fax No.: +45 4442 1440		2,250,000		1,066,667		737,448		1,333,333		5,011,351		1,214,707
POSCO BioVentures I, L.P. POSCO BioVentures, LLC 2710 Loker Ave West, Suite 360 Carlsbad, CA 92010 FAX: 760 448 2840		1,500,000		500,000		—		—		—		—

Schedule A-1

Name/Address	Series A Shares		Series B Shares		Series C Shares		Series D Shares		Series E Shares		Series F Shares
Mitsui & Co. Venture Partners II, L.P. 200 Park Avenue 36th Floor New York, NY 10166 Fax No.: (212) 878-4070		1,500,000		733,333		—		—		—		—
Mitsui & Co. Venture Partners III, LLC 200 Park Avenue 36th Floor New York, NY 10166 Fax No.: (212) 878-4070		—		—		496,572		744,858		—		434,781
RBC Life Sciences Limited Partnership II c/o RBC Capital Partners Royal Bank Plaza South Tower 200 Bay Street 5th Floor Toronto, Ontario M5J 2J5 Fax No.:		1,500,000		733,333		496,572		166,667		—		315,630
Vertical Fund I, L.P. 25 DeForest Avenue Summit, NJ 07901 Fax No.: (908) 273-9434		796,268		780,000		346,860		213,334		—		245,480
Vertical Fund II, L.P. 25 DeForest Avenue Summit, NJ 07901 Fax No.: (908) 273-9434		203,732		220,000		97,832		53,333		—		61,370
James M. and Marilyn L. Schlater 623 Morningside Road Los Altos, CA 94022 Fax No.:		100,000		—		—		—		—		—
Needham Family Trust 106 Whispering Trees Lane Danville, CA 94526 Fax No.:		30,000		—		—		—		—		—
Glynn Investment Co., LLC 3000 Sand Hill Road, Bldg. 4, Suite 235 Menlo Park, CA 94025 Fax No.:		60,000		—		—		—		—		—
Thomas E. Pallante 80 George Street Sausalito, CA 94965 Fax No.:		30,000		14,000		—		—		—		—
Lansing Brown Investments LLC		—		—		—		—		1,152,270		118,728

Schedule A-2

Name/Address	Series A Shares		Series B Shares		Series C Shares		Series D Shares		Series E Shares		Series F Shares
Essex Woodlands Health Ventures Fund VIII, L.P. c/o Essex Woodlands Health Ventures, Inc. 335 Bryant Street, 3rd Floor Palo Alto, CA 94301 Facsimile: (650) 327-9755 Attention: Ron Eastman/James Stutz		—		—		—		—		—		6,041,667
Essex Woodlands Health Ventures Fund VIII-A, L.P. c/o Essex Woodlands Health Ventures, Inc. 335 Bryant Street, 3rd Floor Palo Alto, CA 94301 Facsimile: (650) 327-9755 Attention: Ron Eastman/James Stutz		—		—		—		—		—		435,606
Essex Woodlands Health Ventures Fund VIII-B, L.P. c/o Essex Woodlands Health Ventures, Inc. 335 Bryant Street, 3rd Floor Palo Alto, CA 94301 Facsimile: (650) 327-9755 Attention: Ron Eastman/James Stutz		—		—		—		—		—		189,394
Totals:		13,970,000		17,647,333		6,666,668		10,678,191		6,163,621		13,333,334

Schedule A-3

EX-10

EXHIBIT 10.1

ProteinSimple

2003 Stock Option/Stock Issuance Plan

Article 1

General Provisions

1.1. Purpose of the Plan.

This Plan is intended to promote the interests of the Corporation by providing eligible persons, who are employed by or serving the Corporation or any Parent or Subsidiary, with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service.

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.

1.2. Structure of the Plan.

A. The Plan shall be divided into two separate equity programs:

(i) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and

(ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary).

B. The provisions of Articles 1 and 4 shall apply to both equity programs under the Plan and shall govern the interests of all persons under the Plan.

1.3. Administration of the Plan.

A. The Board shall administer the Plan. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and may be removed by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

B. The Plan Administrator shall have the authority (subject to the provisions of the Plan) to establish such rules and procedures as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issued under the Plan as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant or stock issued under the Plan.

C. The Plan Administrator shall have full authority to determine:

(i) with respect to the grants made under the Option Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding, and

(ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive such issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by Participant for such shares. Each option grant or stock issuance approved by the Plan Administrator shall be evidenced by the appropriate documentation.

D. To the maximum extent permitted by law, the Corporation shall indemnify each member of the Board who acts as the Plan Administrator, as well as any other Employee of the Corporation with duties under the Plan, against expenses and liabilities (including any amount paid in settlement) reasonably incurred by the individual in connection with any claims against the individual by reason of the performance of the individual’s duties under the Plan, unless the losses are due to the individual’s gross negligence or lack of good faith. The Corporation will have the right to select counsel and to control the prosecution or defense of the suit. In the event that more than one person who is entitled to indemnification is subject to the same claim, all such persons shall be represented by a single counsel, unless such counsel advises the Corporation in writing that he or she cannot represent all such persons under applicable rules of professional responsibility. The Corporation will not be required to indemnify any person for any amount incurred through any settlement unless the Corporation consents in writing to the settlement.

1.4. Eligibility. The persons eligible to participate in the Plan are as follows:

A. Employees,

B. members of the Board and the members of the board of directors of any Parent or Subsidiary, and

C. independent contractors who provide services to the Corporation (or any Parent or Subsidiary).

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D. Notwithstanding the foregoing, options may not be granted to Employees, directors and independent contractors who provide services only to a Parent of the Corporation, unless such options comply with the distribution requirements of Section 409A of the Code.

1.5. Stock subject to the Plan.

A. The shares of Common Stock issuable under the Plan shall be shares of authorized but unissued or reacquired shares of Common Stock. The maximum number of shares of Common Stock that may be issued and outstanding or subject to options outstanding under the Plan shall not exceed 22,061,126 shares.

B. Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to their being exercised in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article 2. Unvested Shares issued under the Plan and subsequently (1) cancelled or (2) repurchased by the Corporation, at a price per share not greater than the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan.

C. Should any change be made to the Common Stock by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable pursuant to the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation’s preferred stock or warrants into shares of Common Stock.

Article 2

Option Grant Program

2.1. Exercise Price.

A. The Plan Administrator shall fix the exercise price per share for options granted under the Option Grant Program. However, the exercise price per share of each option shall be not less than 100% of the Fair Market Value per share of Common Stock on the date the option is granted. In addition, if an Incentive Stock Option is granted to a 10% Stockholder, the exercise price per share must not be less than 110% of the Fair Market Value per share of Common Stock on the date the option is granted. Notwithstanding the foregoing, an option may be granted with an exercise price lower than 100% of the Fair Market Value per share of

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Common Stock on the date the option is granted if such option is granted pursuant to an assumption of or substitution for another option pursuant to a Change in Control and in a manner consistent with the provisions of Sections 409A and 424(a) of the Code.

B. The exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section 4.1 and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered under Section 12 of the Exchange Act at the time the option is exercised, then the exercise price (and any applicable withholding taxes) may also be paid as follows:

(i) with shares of Common Stock held for the requisite period, if any, necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or

(ii) to the extent the option is exercised for Vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions to (1) a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (2) the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

2.2. Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten years measured from the date that the option is granted.

2.3. Effect of Termination of Service.

A. Subject to the special rules set forth in Section 2.8 below, the following provisions shall govern the exercise of any options granted to Optionee that are outstanding at the time Optionee’s Service ceases:

(i) Should Optionee’s Service cease for any reason other than death, Disability or Misconduct, then each option shall remain exercisable until the close of business on the earlier of (a) the three month anniversary of the date Optionee’s Service ceased, or (b) the expiration date of the option.

(ii) Should Optionee’s Service cease due to death or Disability, then each option shall remain exercisable until the close of business on the earlier of (a) the twelve month anniversary of the date Optionee’s Service ceased, or (b) the expiration date of the option.

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(iii) During the limited period of post-Service exercisability, an option may only be exercised for Vested Shares. Following Optionee’s cessation of Service, no additional option shares shall vest, except as otherwise specifically provided by the Plan Administrator in its sole discretion pursuant to an written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the expiration date of the option, the option shall terminate and cease to be outstanding for any option shares for which the option has not been exercised.

(iv) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct, then each outstanding option granted to Optionee shall terminate immediately with respect to all option shares.

B. Understanding that there may be adverse tax and accounting consequences to doing so, the Plan Administrator shall have the complete discretion, exercisable either at the time an option is granted or at any time while Optionee remains in Service, to:

(i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service, but in no event beyond the expiration of the option, and/or

(ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of Vested Shares for which such option is exercisable at the time of Optionee’s cessation of Service but also with respect to one or more additional installments in which Optionee would have vested had Optionee continued in Service.

2.4. Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the holder of record of the purchased shares.

2.5. Unvested Shares. The Plan Administrator shall have the discretion to grant options that are exercisable for Unvested Shares. Should Optionee’s Service cease while the shares issued upon the early exercise of Optionee’s option are still unvested, the Corporation shall have the right to repurchase any or all of those Unvested Shares at a price per share equal to the lower of (i) the exercise price paid per share or (ii) the Fair Market Value per share on the date Optionee’s Service ceased. Once the Corporation exercises its repurchase right, Optionee shall have no further stockholder rights with respect to those shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. Any repurchases must be made in compliance with the relevant provisions of Delaware law.

2.6. Limited Transferability of Options. An Incentive Option shall be exercisable only by Optionee during his or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following Optionee’s death. A Non-Statutory Option may be assigned in whole or in part during Optionee’s lifetime to one or more of Optionee’s family

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members (as defined in Rule 701 promulgated by the Securities and Exchange Commission) or to Optionee’s former spouse through a gift or domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

2.7. Incentive Options. The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section 2.7, all the provisions of Articles 1, 2 and 4 shall be applicable to Incentive Options. Options that are specifically designated as Non-Statutory Options are not subject to the terms of this Section 2.7.

A. Eligibility. Incentive Options may only be granted to Employees.

B. Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee pursuant to the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not exceed $100,000. To the extent that an Optionee’s options exceed that limit, they will be treated as Non-Statutory Options (but all of the other provisions of the option shall remain applicable), with the first options that were awarded to Optionee to be treated as Incentive Options.

C. Term of Option Granted to a 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the option term shall not exceed five years measured from the date the option is granted.

2.8. Change in Control.

A. Immediately following the consummation of any Change in Control, all outstanding options shall terminate, except to the extent they are assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction.

B. In the event of a Change in Control (i) all outstanding repurchase rights under the Option Grant Program shall be automatically assigned to the successor corporation (or parent thereof), or (ii) such outstanding repurchase rights may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, or (iii) any property (including cash payments) issued with respect to Unvested Shares may be held in escrow and released no later than as provided by the vesting schedule in effect for the Unvested Shares pursuant to the Change in Control transaction. Notwithstanding the foregoing, in the event of a Change in Control the successor corporation (or parent thereof) may elect to not accept assignment of the outstanding repurchase rights under the Option Grant Program, in which case the repurchase rights shall terminate automatically and the shares of Common Stock subject to those terminated rights shall immediately become Vested Shares upon the Change in Control.

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C. Each option that is assumed or otherwise continued in effect in connection with a Change in Control shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control, had the option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Change in Control and (ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. To the extent the holders of Common Stock receive cash consideration in whole or part for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of the outstanding options under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction.

D. Among its discretionary powers, the Plan Administrator shall have the ability to structure an option (either at the time the option is granted or at any time while the option remains outstanding) so that some or all of the shares subject to that option shall automatically become Vested Shares upon the occurrence of (i) a Change in Control, (ii) another specified event and/or (iii) the Involuntary Termination of Optionee’s Service within a designated period of time following a specified event. In addition, the Plan Administrator may provide that one or more of the Corporation’s outstanding repurchase rights with respect to some or all of the shares held by Optionee shall terminate on an accelerated basis either upon (i) a Change in Control, (ii) another specified event, and/or (iii) the Involuntary Termination of Optionee’s Service within a designated period of time following a specified event, and the shares subject to those terminated rights shall become Vested Shares at that time.

E. The portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the $100,000 limitation set forth in Section 2.7(B) is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the federal tax laws.

2.9. Cancellation and Regrant of Options. The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected Optionees, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number of shares of Common Stock.

Article 3

Stock Issuance Program

3.1. Purchase Price.

A. The Plan Administrator shall fix the purchase price per share for shares issued under the Stock Issuance Program.

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B. Shares of Common Stock may be issued pursuant to the Stock Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance:

(i) cash or check made payable to the Corporation,

(ii) past services rendered to the Corporation (or any Parent or Subsidiary), or

(iii) a promissory note to the extent permitted by Section 4.1.

3.2. Vesting Provisions.

A. Shares of Common Stock issued pursuant to the Stock Issuance Program may, in the discretion of the Plan Administrator, be Vested Shares or may vest in one or more installments over Participant’s period of Service or upon attainment of specified performance objectives. Shares of Common Stock may also be issued pursuant to the Stock Issuance Program pursuant to awards that entitle the recipients to receive those shares upon the attainment of designated performance goals or the satisfaction of specified Service requirements.

B. Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which Participant may have the right to receive with respect to Participant’s Unvested Shares by reason of any stock dividend, stock split, reverse stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to Participant’s Unvested Shares and shall be treated as if they had been acquired on the same date as the Unvested Shares and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

C. Should Participant cease to remain in Service while one or more Unvested Shares issued pursuant to the Stock Issuance Program are outstanding or should the performance objectives not be attained with respect to one or more such Unvested Shares, then the Corporation shall have the right to repurchase the Unvested Shares at a price per share equal to the lower of (a) the purchase price paid per share or (b) the Fair Market Value per share on the date Participant’s Service ceased or the performance objectives were not attained. The terms upon which such repurchase right shall be exercisable shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. Any repurchase must be made in compliance with the relevant provisions of Delaware law.

D. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more Unvested Shares (or other assets attributable thereto) which would otherwise occur upon the cessation of Participant’s Service or the non-attainment of the performance objectives applicable to those shares. Such waiver may be effected at any time and shall result in the immediate vesting of Participant’s interest in the shares of Common Stock as to which the waiver applies.

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E. Outstanding share right awards granted pursuant to the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those awards, if the performance goals or Service requirements established for such awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to issue shares of Common Stock under one or more outstanding share right awards as to which the designated performance goals or Service requirements have not been attained or satisfied.

3.3. Stockholder Rights. Subject to the terms of the Stock Issuance Agreement, the Participant shall have full stockholder rights with respect to any shares of Common Stock issued to Participant pursuant to the Stock Issuance Program, whether or not Participant’s interest in those shares is vested. Accordingly, Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

3.4. Change in Control.

A. Upon the occurrence of a Change in Control (i) all outstanding repurchase rights under the Stock Issuance Program shall be automatically assigned to the successor corporation (or parent thereof), or (ii) the repurchase rights may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, or (iii) any property (including cash payments) issued with respect to the Unvested Shares may held in escrow and released no later than as provided by the vesting schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction. Notwithstanding the foregoing, in the event of a Change in Control the successor corporation (or parent thereof) may elect to not accept assignment of the outstanding repurchase rights under the Stock Issuance Program, in which case the repurchase rights shall terminate automatically and the shares of Common Stock subject to those terminated rights shall immediately become Vested Shares upon the Change in Control.

B. The Plan Administrator shall have the discretionary authority, exercisable either at the time the Unvested Shares are issued or any time while the Corporation’s repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate in whole or in part on an accelerated basis, and some or all of the shares of Common Stock subject to those terminated rights shall immediately become Vested Shares, upon the occurrence of a Change in Control or another specified event or in the event that Participant’s Service is Involuntarily Terminated within a designated period of time following a specified event.

Article 4

Miscellaneous Matters

4.1. Financing. The Plan Administrator may permit any Optionee or Participant to pay the exercise price for shares subject to an option granted under the Option Grant Program or the purchase price of shares issued under the Stock Issuance Program by delivering a full-recourse,

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interest bearing promissory note secured by the purchased shares and payable in one or more installments. The Plan Administrator, after considering the potential adverse tax and accounting consequences, shall set the remaining terms of the note. In no event may the maximum credit available to Optionee or Participant exceed the sum of (A) the aggregate option exercise price or purchase price payable for the purchased shares (less the par value of those shares) plus (B) any applicable income and employment tax liability incurred by Optionee or Participant in connection with the option exercise or share purchase.

4.2. First Refusal Rights. The Corporation shall have the right of first refusal with respect to any proposed disposition by Optionee or Participant (or any successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable and lapse in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right.

4.3. Tax Withholding. The Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.

4.4. Share Escrow/Legends. Unvested Shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Unvested Shares vest or may be issued directly to Participant or Optionee with restrictive legends on the certificates evidencing the fact that Participant or Optionee does not have a vested right to them.

4.5. Effective Date and Term of Plan.

A. The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Corporation’s stockholders approve the Plan. If such stockholder approval is not obtained within twelve months after the date of the Board’s adoption of the Plan, then all options previously granted under the Plan shall terminate, and no further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan.

B. The Plan shall terminate upon the earlier of (i) the expiration of the ten year period measured from the date the Plan is adopted by the Board or (ii) termination by the Board. All options and unvested stock issuances outstanding at the time of the termination of the Plan shall continue in effect in accordance with the provisions of the documents evidencing those options or issuances.

4.6. Amendment or Termination.

A. The Board shall have complete and exclusive power and authority to amend or terminate the Plan or any awards made hereunder. However, no such amendment or termination of the Plan shall adversely affect the rights and obligations with respect to options or unvested

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stock issuances at the time outstanding under the Plan unless Optionee or Participant consents to such amendment or termination. In addition, certain amendments may require approval of the Corporation’s stockholders. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more awards without the consent of the affected Optionee or Participant if necessary to bring the award into compliance with Section 409A of the Code.

B. Although there may be adverse accounting consequences to doing so, options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance Program which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained within twelve months after the date the first such excess grants or issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and (ii) the Corporation shall promptly refund to Optionees and Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically cancelled.

4.7. Regulatory Approvals. The implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock (A) upon the exercise of any option or (B) pursuant to the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted, and the shares of Common Stock issued, pursuant to it.

4.8. No Employment or Service Rights. Nothing in the Plan shall confer upon Optionee or Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of Optionee or Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause, unless the relationship is subject to an employment agreement.

4.9. No Restraint. Neither the grant of options nor the issuance of Common Stock under the Plan shall affect the right of the Corporation to undertake any corporate action.

4.10. Use of Proceeds. Any cash proceeds received by the Corporation from the sale of shares of Common Stock pursuant to the Plan shall be used for any corporate purpose.

4.11. Deferrals. To the extent permitted by applicable law, the Plan Administrator, in its sole discretion, may determine that the delivery of Common Stock upon the exercise or vesting of all or a portion of any option granted under the Option Grant Program or any share right award granted pursuant to the Stock Issuance Program may be deferred and may establish programs and procedures for deferral elections to be made by Optionees or Participants. Deferrals by Optionees or Participants will be made in accordance with Section 409A of the

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Code. Consistent with Section 409A of the Code, the Plan Administrator may provide for distributions while an Optionee or Participant is still an Employee. The Plan Administrator is authorized to make deferrals of shares issued upon exercise of options or pursuant to the Stock Issuance Program and determine when, and in what percentages, Participant may receive shares following termination of employment or retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

4.12. Compliance with Section 409A. To the extent that the Plan Administrator determines that any option granted under the Option Grant Program or any share right award granted under the Stock Issuance Program is subject to Section 409A of the Code, the agreement evidencing such option or share right award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and agreements evidencing the option or share right award shall be interpreted in accordance with Section 409A of the Code, including without limitation any applicable guidance that may be issued or amended in the future.

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Appendix

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation’s Board of Directors.

B. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i) a merger, consolidation or other reorganization unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction;

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets; or

(iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13-d3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding securities from a person or persons other than the Corporation.

In no event shall any public offering of the Corporation’s securities or the sale of newly issued capital stock or debt (including convertible debt) of the Corporation be deemed to constitute a Change in Control.

C. Code shall mean the Internal Revenue Code of 1986, as amended.

D. Committee shall mean a committee of one or more Board members appointed by the Board to exercise one or more administrative functions under the Plan.

E. Common Stock shall mean the Corporation’s common stock.

F. Corporation shall mean ProteinSimple, a Delaware corporation, or the successor to all or substantially all of the assets or voting stock of ProteinSimple which has assumed the Plan.

G. Disability shall mean the inability of Optionee or Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that is expected to result in death or has lasted or can be expected to last for a continuous period of twelve months or more.

A-1

H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

I. Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

J. Exercise Date shall mean the date on which the option shall have been exercised in accordance with the applicable option documentation.

K. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(iii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Sections 409A of the Code and, as applicable, Section 422 of the Code.

L. Incentive Option shall mean an option that satisfies the requirements of Code Section 422.

M. Involuntary Termination shall mean:

(i) such individual’s involuntary dismissal or discharge by the Corporation (or any Parent or Subsidiary) for reasons other than Misconduct, or

(ii) such individual’s voluntary resignation within 60 days following (a) a change in his or her position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities, (b) a reduction in his or her base salary by more than 15%, unless the base salaries of all similarly situated individuals are reduced by the Corporation or any Parent or Subsidiary employing the individual, or (c) a relocation of such individual’s place of employment by more than fifty miles, provided and only if such change, reduction or relocation is effected without the individual’s written consent.

N. Misconduct shall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Optionee or Participant, (ii) any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or (iii) any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner; provided, however, that if

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the term or concept has been defined in an employment agreement between the Corporation and Optionee or Participant, then Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

O. Non-Statutory Option shall mean an option that does not qualify as an Incentive Option.

P. Option Grant Program shall mean the option grant program in effect under Article 2 of the Plan.

Q. Optionee shall mean any person to whom an option is granted pursuant to the Plan.

R. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

S. Participant shall mean any person who is issued shares of Common Stock under the Stock Issuance Program.

T. Plan shall mean this ProteinSimple 2003 Stock Option/Stock Issuance Plan.

U. Plan Administrator shall mean either the Board or the Committee acting in its capacity as administrator of the Plan.

V. Service shall mean the performance of services for the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a member of the board of directors or an independent contractor, except to the extent otherwise specifically provided in the documents evidencing the option grant or stock issuance.

W. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program.

X. Stock Issuance Program shall mean the stock issuance program in effect under Article 3 of the Plan.

Y. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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Z. 10% Stockholder shall mean the owner of stock (after taking into account the constructive ownership rules of Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

AA. Unvested Shares shall mean shares of Common Stock have not vested in accordance with the vesting schedule applicable to those shares or any special vesting acceleration provisions and which are subject to the Corporation’s repurchase right.

BB. Vested Shares shall mean shares of Common Stock which have vested in accordance with the vesting schedule applicable to those shares or any special vesting acceleration provisions and which are no longer subject to the Corporation’s repurchase right.

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EX-10

EXHIBIT 10.2

ProteinSimple

2003 Stock Option/Stock Issuance Plan

Notice of Grant of Stock Option

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of the Corporation:

Optionee:

Grant Date:

Vesting Commencement Date:

Exercise Price: $.        

Number of Option Shares:

Expiration Date:

Type of Option:	Incentive Option
	Non-Statutory Option

Date Exercisable: Immediately Exercisable

Vesting Schedule: Option Shares shall initially be Unvested Shares (i.e., subject to repurchase by the Corporation at the lower of (a) the Exercise Price paid per share or (b) the Fair Market Value per share on the date the Optionee’s Service ceases). Twenty-five percent of the Option Shares shall become Vested Shares upon Optionee’s completion of one year of Service measured from the Vesting Commencement Date. The balance of the Option Shares shall become Vested Shares in a series of thirty-six successive equal monthly installments upon Optionee’s completion of each additional month of Service over the thirty-six month period measured from the first anniversary of the Vesting Commencement Date.

Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the ProteinSimple 2003 Stock Option/Stock Issuance Plan (the “Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A.

Optionee understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B. Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C and the Question and Answer Summary in the form attached hereto as Exhibit D.

Repurchase Rights. Optionee hereby agrees that the Option Shares acquired upon the exercise of the Option may be subject to certain repurchase rights and rights of first refusal exercisable by the Corporation and its assigns. The terms of such rights are specified in the attached Stock Purchase Agreement.

Prior Agreements. This Notice and the Stock Option Agreement, and the Stock Purchase Agreement when executed will, constitute the entire agreement and understanding of the Corporation and Optionee with respect to the terms of the Option and supersede all prior and contemporaneous written or verbal agreements and understandings between Optionee and the Corporation relating to such subject matter. Any and all prior agreements, understandings or representations relating to the Option are terminated and cancelled in their entirety and are of no further force or effect.

No Right to Continue Service. Nothing in this Notice or in the attached Stock Option Agreement, Stock Purchase Agreement or Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause.

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.

Dated:

ProteinSimple

By:

Name:

Title:

Optionee

Signature:

Printed Name:

Address:

ProteinSimple

2003 Stock Option/Stock Issuance Plan

Stock Option Agreement

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, members of the Board or the board of directors of any Parent or Subsidiary and independent contractors who provide Services to the Corporation (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

Now, Therefore, it is hereby agreed as follows:

1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase no more than the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

2. Option Term. This option shall expire on the Expiration Date, unless sooner terminated in accordance with this Agreement.

3. Limited Transferability.

(a) Except as otherwise provided in this Paragraph 3, this option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee.

(b) If this option is designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during Optionee’s lifetime to one or more of Optionee’s family members (as defined in Rule 701 promulgated by the Securities and Exchange Commission) or to Optionee’s former spouse through a gift or a domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment.

4. Dates of Exercise. This option shall become exercisable for the Option Shares as specified in the Grant Notice. If the option is exercisable in installments, then as the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option pursuant to this Agreement.

5. Cessation of Service. Subject to the special rules of Section 6 below, the following provisions shall govern the exercise of this option at the time Optionee’s Service ceases:

(a) Should Optionee’s Service cease for any reason other than death, Disability or Misconduct, then this option shall remain exercisable until the earlier of (a) the Close of Business on the three month anniversary of the date Optionee’s Service ceased, or (b) the Expiration Date.

(b) Should Optionee’s Service cease due to death or Disability, then this option shall remain exercisable until the earlier of (a) the Close of Business on the twelve month anniversary of the date Optionee’s Service ceased, or (b) the Expiration Date.

(c) During the limited period of post-Service exercisability, this option may only be exercised for Vested Shares. Following Optionee’s cessation of Service, no additional Option Shares shall vest, except as otherwise specifically provided by the Plan Administrator in its sole discretion pursuant to an written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any Option Shares for which the option has not been exercised.

(d) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct, then this option shall terminate immediately with respect to all Option Shares.

6. Change in Control.

(a) Immediately following the consummation of the Change in Control, this option shall terminate, except to the extent it is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction.

(b) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control.

(c) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

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7. Other Transactions. Should any change be made to the Common Stock by reason of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (a) the number and/or class of securities subject to this option and (b) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

8. Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become the holder of record of the purchased Option Shares.

9. Manner of Exercising Option.

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons permitted to exercise the option) must take the following actions:

(i) Execute and deliver to the Corporation a Purchase Agreement for the Option Shares for which the option is exercised;

(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

(A) cash or check made payable to the Corporation; or

(B) a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14.

Should the Common Stock be registered under Section 12 of the Exchange Act at the time the option is exercised, then the Exercise Price may also be paid as follows:

(C) in shares of Common Stock (1) held by Optionee (or any other person or persons permitted to exercise the option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and (2) valued at Fair Market Value on the Exercise Date; or

(D) to the extent the option is exercised for Vested Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons permitted to exercise the

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option) shall concurrently provide irrevocable instructions (1) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale;

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered to the Corporation in connection with the option exercise.

(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option;

(iv) Execute and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the requirements of applicable securities laws; and

(v) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all income and employment tax withholding requirements applicable to the option exercise.

(b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons permitted to exercise this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c) In no event may this option be exercised for any fractional shares.

10. Repurchase Rights. All Option Shares acquired upon the exercise of this option shall be subject to certain rights of the Corporation and its assigns to repurchase those shares in accordance with the terms specified in the Stock Purchase Agreement.

11. Compliance with Laws and Regulations.

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any applicable stock exchange or quotation system on which the Common Stock may be traded at the time of such exercise and issuance.

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(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained.

12. Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s permitted assigns, the legal representatives, heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this Agreement or has agreed in writing to join herein and be bound by the terms hereof.

13. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be addressed to Optionee at the address indicated below Optionee’s signature line on the Grant Notice or at such other address as Optionee may designate by ten days advance written notice to the Corporation. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon the third day following deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice.

14. Financing. The Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares (to the extent such Exercise Price is in excess of the par value of those shares) by delivering a full-recourse, interest bearing promissory note secured by those Option Shares. The terms of any such promissory note (including the interest rate, the requirements for collateral and the terms of repayment) shall be established by the Plan Administrator in its sole discretion.

15. Entire Agreement. The Plan is hereby incorporated by reference. This Agreement (and any addendum hereto) and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. To the extent there is a conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be binding on all persons having an interest in this option.

16. Amendments. This Agreement may only be amended in an instrument executed by both parties. Approval of the Plan Administrator is required for all material amendments to this Agreement.

17. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without giving effect to that State’s choice-of-law or conflict-of-law rules.

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18. No Right to Continued Service. Nothing in the Grant Notice, this Agreement or the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause.

19. Additional Terms Applicable to an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (i) more than three months after the date Optionee ceases to be an Employee for any reason other than death or Disability or (ii) more than twelve months after the date Optionee ceases to be an Employee by reason of Disability.

(b) This option shall not become exercisable in the calendar year in which granted if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed $100,000 in the aggregate. To the extent the exercisability of this option is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or years thereafter in which the $100,000 limitation of this Section would not be contravened.

(c) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied to the option granted second.

(d) Optionee shall promptly notify the Corporation if Optionee sells or transfers the Option Shares prior to the second anniversary of the Grant Date and the first anniversary of the Exercise Date.

20. Excess Shares. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the Corporation’s stockholders, then this option shall be void with respect to such excess, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. The inability of the Corporation to obtain stockholder approval shall not create any liability for the Corporation.

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Appendix

The following definitions shall be in effect under the Agreement:

A. Agreement shall mean this Stock Option Agreement.

B. Board shall mean the Corporation’s Board of Directors.

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i) a merger, consolidation or other reorganization unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction;

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets; or

(iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding securities from a person or persons other than the Corporation.

In no event shall any public offering of the Corporation’s securities or the sale of newly issued capital stock or debt (including convertible debt) of the Corporation in a financing transaction be deemed to constitute a Change in Control.

D. Close of Business shall mean the time considered to be the close of business at the Corporation’s headquarters.

E. Code shall mean the Internal Revenue Code of 1986, as amended.

F. Common Stock shall mean the Corporation’s common stock.

F. Corporation shall mean ProteinSimple, a Delaware corporation, or any successor to all or substantially all of the assets or voting stock of ProteinSimple that assumes this option.

G. Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that is expected to result in death or has lasted or can be expected to last for a continuous period of twelve months or more.

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H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

I. Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

J. Exercise Date shall mean the date on which the option shall have been exercised in accordance with this Agreement.

K. Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice.

L. Expiration Date shall mean the Close of Business on the date on which the option expires as specified in the Grant Notice.

M. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.

N. Grant Notice shall mean the Notice of Grant of Stock Option accompanying this Agreement.

O. Incentive Option shall mean an option that satisfies the requirements of Code Section 422.

P. Misconduct shall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Optionee, (ii) any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or (iii) any other intentional misconduct by Optionee adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner; provided, however, that if the term or concept has been defined in an employment agreement between the Corporation and Optionee, then Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss Optionee or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct.

Q. Non-Statutory Option shall mean an option that does not qualify as an Incentive Option.

R. Option Shares shall mean the shares of Common Stock subject to the option.

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S. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.

T. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

U. Plan shall mean the ProteinSimple 2003 Stock Option/Stock Issuance Plan.

V. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

W. Purchase Agreement shall mean the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice.

X. Service shall mean Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a member of the board of directors or an independent contractor.

Y. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Z. Unvested Shares shall mean the Option Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration provisions and which are subject to the Corporation’s right to repurchase those shares upon termination of Service.

AA. Vested Shares shall mean the Option Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration provisions and which are no longer subject to the Corporation’s right to repurchase those shares upon termination of Service.

BB. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice.

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ProteinSimple

2003 Stock Option/Stock Issuance Plan

Stock Purchase Agreement

Agreement made as of this     day of             ,         by and between the Corporation and                     (“Optionee”).

All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.

1. Exercise of Option.

(a) Exercise. Optionee hereby purchases             shares of Common Stock (the “Purchased Shares”) at the exercise price of $            per share (the “Exercise Price”) pursuant to the exercise of that certain option (the “Option”) granted to Optionee pursuant to the Plan.

(b) Payment. Concurrently with the delivery of this Agreement to the Corporation, Optionee shall pay the aggregate Exercise Price for all of the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares.

(c) Stockholder Rights. Until such time as the Corporation exercises the Repurchase Right or the First Refusal Right, Optionee (or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject, however, to the transfer restrictions imposed by this Agreement.

2. Securities Law Compliance.

(a) Restricted Securities. The Purchased Shares have not been registered under the 1933 Act and are being issued to Optionee in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act or SEC Rule 504, 505, 506 or 701. Optionee hereby confirms that Optionee has been informed that the Purchased Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Optionee hereby acknowledges that Optionee is acquiring the Purchased Shares for Optionee’s own account and not with a view to or for sale in connection with any distribution of the Purchased Shares. Optionee is prepared to hold the Purchased Shares for an indefinite period and is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from the registration requirements of the 1933 Act.

(b) Restrictions on Disposition of Purchased Shares.

(i) Optionee shall make no disposition of the Purchased Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements:

(A) Optionee shall have provided the Corporation with a written summary of the terms and conditions of the proposed disposition.

(B) Optionee shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares.

(C) Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that (1) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act or (2) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken.

(ii) The Corporation shall not be required (A) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions of this Agreement or (B) to treat as the owner of the Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.

(c) Restrictive Legends.

(i) The stock certificates representing the Purchased Shares shall be endorsed with one or more restrictive legends substantially in the following form:

“The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (A) an effective registration statement for the shares under such Act or (B) satisfactory assurances to the Corporation that registration under such Act is not required with respect to such sale or offer.”

“The shares represented by this certificate are subject to certain repurchase rights and rights of first refusal granted to the Corporation and accordingly may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement, dated             ,         , between the Corporation and the registered holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s principal corporate offices.”

(ii) The Corporation shall also have the right to legend the certificates as required by applicable state laws.

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3. Transfer Restrictions.

(a) Restriction on Transfer. Except for any Permitted Transfer, (i) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (ii) Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or the transfer restrictions set forth in Section 2. If the Purchased Shares were purchased upon the exercise of an Incentive Option, Optionee shall promptly inform the Corporation if he or she disposes of any of the shares prior to the second anniversary of the date the option was granted or the first anniversary of the date the option was exercised.

(b) Transferee Obligations. Each person (other than the Corporation) to whom the Purchased Shares are transferred must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right, (iii) the Market Stand-Off and (iv) the transfer restrictions set forth in Section 2, to the same extent such shares would be so subject if retained by Optionee.

(c) Market Stand-Off.

(i) In connection with the Corporation’s initial public offering and any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act within two years after the effective date of the Corporation’s initial public offering, Owner shall not sell, make any short sale of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters (the “Market Stand-Off”). The Market Stand-Off shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters; provided, however, that such period shall not exceed one hundred eighty days.

(ii) Owner shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions.

(iii) Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization distributed with respect to Purchased Shares shall be immediately subject to the Market Stand-Off.

(iv) In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to Purchased Shares until the end of the applicable stand-off period.

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4. Repurchase Right.

(a) Grant. The Corporation shall have the right (the “Repurchase Right”) to repurchase, at the Repurchase Price, any or all of the Purchased Shares which are Unvested Shares at the time Optionee’s Service ceases.

(b) Exercise of the Repurchase Right. The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares at any time during the sixty day period following the date Optionee ceases for any reason to remain in Service or (if later) during the sixty day period following the execution date of this Agreement. The notice shall indicate the number of Unvested Shares to be repurchased, the Repurchase Price to be paid per share, and the date on which the repurchase is to be effected, such date to be not more than thirty days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the aggregate Repurchase Price for the Unvested Shares which are to be repurchased from Owner.

(c) Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 4(b). In addition, the Repurchase Right shall terminate and cease to be exercisable as and when the Purchased Shares become Vested Shares. However, all Vested Shares shall be subject to (i) the First Refusal Right, (ii) the Market Stand Off and (iii) the transfer restrictions set forth in Section 2.

(d) Aggregate Vesting Limitation. If the Option is exercised in more than one increment so that Optionee is a party to other Stock Purchase Agreements (the “Prior Purchase Agreements”) which are executed prior to the date of this Agreement, then the total number of Purchased Shares as to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares in which Optionee would otherwise at the time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired exclusively under this Agreement.

(e) Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of securities subject to this Agreement. In addition, for purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price in order to reflect the effect of any such Recapitalization upon the Corporation’s capital structure; provided, however, that the aggregate Exercise Price shall remain the same.

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(f) Change in Control.

(i) In the event of a Change in Control

(A) the Repurchase Right shall automatically be assigned to the successor entity (or its parent); or

(B) the Repurchase Right may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or

(C) any property (including cash payments) issued with respect to Unvested Shares may be held in escrow and released no later than in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction.

Notwithstanding the foregoing, in the event of a Change in Control the successor corporation (or parent thereof) may elect to not accept assignment of the Repurchase Right, in which case the Repurchase Right shall terminate automatically and the Unvested Shares shall immediately become Vested Shares upon the Change in Control.

(ii) To the extent the Repurchase Right remains in effect following a Change in Control, such right shall apply to any new securities or other property (including any cash payments), if any, received in exchange for the Unvested Shares in consummation of the Change in Control. For purposes of determining the Repurchase Price, appropriate adjustments shall be made to the Exercise Price to reflect the effect (if any) of the Change in Control upon the Corporation’s capital structure; provided, however, that the aggregate Exercise Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity) and shall be released from escrow no later than as Optionee vests in such securities or other property in accordance with the Vesting Schedule.

5. Right of First Refusal.

(a) Grant. The Corporation shall have the right of first refusal (the “First Refusal Right”) exercisable in connection with any proposed transfer of Vested Shares. For purposes of this Section 5, the term “transfer” shall include any sale, assignment, pledge, encumbrance or other disposition of Vested Shares intended to be made by Owner, but shall not include any Permitted Transfer.

(b) Notice of Intended Disposition. In the event any Owner of Vested Shares desires to accept a bona fide third-party offer for the transfer of any or all of such shares (Vested Shares subject to such offer to be hereinafter referred to as the “Target Shares”), Owner shall promptly (i) deliver to the Corporation written notice (the “Disposition Notice”) of the terms of

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the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Sections 2 and 3.

(c) Exercise of the First Refusal Right.

(i) The Corporation shall have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to Owner prior to the twenty-fifth day following the Corporation’s receipt of the Disposition Notice.

(ii) Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten days after the Corporation’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within twenty days after the Corporation’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Owner and the Corporation shall share the cost of such appraisal equally.

(iii) The closing shall then be held on the later of (A) the fifth business day following delivery of the Exercise Notice or (B) the fifth business day after such valuation shall have been made. At the closing, the Corporation shall effect the repurchase of such shares, including payment of the aggregate purchase price, and at such time the certificates representing the Target Shares shall be delivered to the Corporation.

(d) Non-Exercise of the First Refusal Right. In the event the Exercise Notice is not given to Owner prior to the expiration of the twenty-five day exercise period, Owner shall have a period of thirty days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Sections 2 and 3. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Section 2 and Section 3(c), and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Section 2 and Section 3(c). In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner until such right lapses.

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(e) Partial Exercise of the First Refusal Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the Corporation delivered within five business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following alternatives:

(i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 5(d), as if the Corporation did not exercise the First Refusal Right; or

(ii) sale to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 5(c). The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses.

Owner’s failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (i) above.

(f) Recapitalization/Reorganization.

(i) Any new, substituted or additional securities or other property that is by reason of any Recapitalization distributed with respect to Vested Shares shall be immediately subject to the First Refusal Right.

(ii) In the event of a Reorganization, the First Refusal Right shall remain in full force and effect and shall apply to the new capital stock or other property received in exchange for Vested Shares in consummation of the Reorganization and shall apply to the remaining Unvested Shares as and when they become Vested Shares.

(g) Lapse. The First Refusal Right shall lapse upon the earlier to occur of (i) a firm commitment underwritten public offering, pursuant to an effective registration statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least $20,000,000 or (ii) the acquisition of the Corporation by an entity that is traded on a stock exchange or the Nasdaq Stock Market. However, the Market Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right, in the case of a transaction described in (i) above.

6. Special Tax Election.

The acquisition of the Purchased Shares may result in adverse tax consequences that may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed with the Internal Revenue Service within thirty days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased

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Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. Optionee should consult with his or her tax advisor to determine the tax consequences of acquiring the Purchased Shares and the advantages and disadvantages of filing the Code Section 83(b) election. Optionee acknowledges that it is Optionee’s sole responsibility, and not the Corporation’s responsibility, to file a timely election under Code Section 83(b), even if Optionee requests the Corporation or its representatives to make this filing on his or her behalf.

7. General Provisions.

(a) Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal Right to any person or entity selected by the Plan Administrator, including (without limitation) one or more stockholders of the Corporation.

(b) At Will Employment. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause.

(c) Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or on the third day following deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such other address as such party may designate by ten days advance written notice under this paragraph to all other parties to this Agreement.

(d) No Waiver. The failure of the Corporation in any instance to exercise the Repurchase Right or the First Refusal Right shall not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement between the Corporation and Optionee. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

(e) Cancellation of Shares. If the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

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(f) Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Purchased Shares pursuant to the provisions of this Agreement.

(g) Agreement is Entire Contract. The Plan is hereby incorporated by reference. This Agreement (and any addendum hereto) and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. To the extent there is a conflict between the terms of this Agreement and the terms of the Plan, the terms of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be binding on all persons having an interest in the Purchased Shares.

(h) Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without giving effect to that State’s choice of law or conflict-of-laws rules.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(j) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and upon Optionee, Optionee’s permitted assigns and the legal representatives, heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof.

(k) Amendments. This Agreement may only be amended in an instrument executed by both parties. Approval of the Plan Administrator is required for all material amendments to this Agreement.

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In Witness Whereof, the parties have executed this Agreement on the day and year first indicated above.

ProteinSimple

By:

Name:

Title:

Address:

Optionee

Signature:

Printed Name:

Address:

Spousal Acknowledgment

The undersigned spouse of Optionee has read and hereby approves the foregoing Stock Purchase Agreement. In consideration of the Corporation’s granting Optionee the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement, including (without limitation) the right of the Corporation (or its assigns) to purchase any Purchased Shares in which Optionee is not vested at the time his or her Service ceases.

Signature:

Name:

Address:

Exhibit I

Assignment Separate from Certificate

For Value Received                     hereby sell(s), assign(s) and transfer(s) unto ProteinSimple or its successors or assigns (the “Corporation”),                     (        ) shares of the Common Stock of the Corporation standing in his or her name on the books of the Corporation represented by Certificate No.             herewith and do(es) hereby irrevocably constitute and appoint                     as attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

Dated:

Signature:

Name:

Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly as you would like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of Optionee.

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Exhibit II

FEDERAL INCOME TAX CONSEQUENCES AND SECTION 83(b) TAX ELECTION

CIRCULAR 230 DISCLAIMER. THE FOLLOWING DISCLAIMER IS PROVIDED IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21 C.F.R. PART 10). THIS ADVICE IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY YOU FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON YOU. THIS ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S EQUITY INCENTIVE PLANS. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

A. Federal Income Tax Consequences and Section 83(b) Election For Exercise of Non-Statutory Option. If the Purchased Shares are acquired pursuant to the exercise of a Non-Statutory Option, as specified in the Grant Notice, then under Code Section 83, the excess of the Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Exercise Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. However, Optionee may elect under Code Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty days after the date of the Agreement. Even if the Fair Market Value of the Purchased Shares on the date of the Agreement equals the Exercise Price paid (and thus no tax is payable), the election must be made to avoid potentially adverse tax consequences in the future. The form for making this election is attached as part of this exhibit. Failure to make this filing within the applicable thirty day period may result in the recognition of ordinary income by Optionee as the forfeiture restrictions lapse.

B. Federal Income Tax Consequences and Conditional Section 83(b) Election For Exercise of Incentive Option. If the Purchased Shares are acquired pursuant to the exercise of an Incentive Option, as specified in the Grant Notice, then the following tax principles shall be applicable to the Purchased Shares:

(i) For regular tax purposes, no taxable income will be recognized at the time the Option is exercised.

(ii) The excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise Price paid for the Purchased Shares will be includible in Optionee’s taxable income for alternative minimum tax purposes.

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(iii) If Optionee makes a disqualifying disposition of the Purchased Shares, then, in most cases, Optionee will recognize ordinary income in the year of such disposition equal in amount to the excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise Price paid for the Purchased Shares. Any additional gain recognized upon the disqualifying disposition will be either short-term or long-term capital gain depending upon the period for which the Purchased Shares are held prior to the disposition.

(iv) For purposes of the foregoing, the term “forfeiture restrictions” will include the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. The term “disqualifying disposition” means any sale or other disposition¹ of the Purchased Shares within either two years after the date the option was granted to Optionee or within one year after the exercise date of the Option.

(v) In the absence of final Treasury Regulations relating to Incentive Options, it is not certain whether Optionee may, in connection with the exercise of the Option for any Purchased Shares at the time subject to forfeiture restrictions, file a protective election under Code Section 83(b) which would limit Optionee’s ordinary income upon a disqualifying disposition to the excess of the Fair Market Value of the Purchased Shares on the date the Option is exercised over the Exercise Price paid for the Purchased Shares. Accordingly, such election if properly filed will only be allowed to the extent the final Treasury Regulations permit such a protective election.

(vi) The Code Section 83(b) election will be effective in limiting Optionee’s alternative minimum taxable income to the excess of the Fair Market Value of the Purchased Shares at the time the Option is exercised over the Exercise Price paid for those shares.

Page 2 of the attached form for making the election should be filed with any election made in connection with the exercise of an Incentive Option.

¹  Generally, a disposition of shares purchased under an Incentive Option includes any transfer of legal title, including a transfer by sale, exchange or gift, but does not include a transfer to Optionee’s spouse, a transfer into joint ownership with right of survivorship if Optionee remains one of the joint owners, a pledge, a transfer by bequest or inheritance or certain tax-free exchanges permitted under the Code.

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Section 83(b) Election

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treasury Regulation Section 1.83-2.

(1) The taxpayer who performed the services is:

Name:

Address:

Taxpayer Ident. No.:

(2) The property with respect to which the election is being made is             shares of the common stock of ProteinSimple

(3) The property was issued on             ,         .

(4) The taxable year in which the election is being made is the calendar year         .

(5) The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property, at the lower of the original purchase price per share or the fair market value per share, if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right will lapse in a series of annual and monthly installments over a [five] year period ending on             ,         .

(6) The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $        per share.

(7) The amount paid for such property is $        per share.

(8) A copy of this statement was furnished to ProteinSimple for whom taxpayer rendered the services underlying the transfer of property.

(9) This statement is executed on             ,         .

Spouse (if any) Taxpayer

This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her federal income tax returns and must be made within thirty days after the execution date of the Stock Purchase Agreement. This filing should be made by registered or certified mail, return receipt requested. Optionee must retain two copies of the completed form for filing with his or her federal and state tax returns for the current tax year and an additional copy for his or her records.

The property described in the above Section 83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”). Accordingly, it is the intent of the Taxpayer to utilize this election to achieve the following tax results:

1. One purpose of this election is to have the alternative minimum taxable income attributable to the purchased shares measured by the amount by which the fair market value of such shares at the time of their transfer to the Taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income would be measured by the spread between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect for the forfeiture restrictions applicable to such shares.

2. Section 421(a)(1) of the Code expressly excludes from income any excess of the fair market value of the purchased shares over the amount paid for such shares. Accordingly, this election is also intended to be effective in the event there is a “disqualifying disposition” of the shares, within the meaning of Section 421(b) of the Code, which would otherwise render the provisions of Section 83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects to have the amount of disqualifying disposition income measured by the excess of the fair market value of the purchased shares on the date of transfer to the Taxpayer over the amount paid for such shares. Since Section 421(a) presently applies to the shares which are the subject of this Section 83(b) election, no taxable income is actually recognized for regular tax purposes at this time, and no income taxes are payable, by the Taxpayer as a result of this election. The foregoing election is to be effective to the full extent permitted under the Code.

This page 2 is to be attached to any Section 83(b) election filed in connection with the exercise of an INCENTIVE OPTION under the federal tax laws.

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Appendix

The following definitions shall be in effect under the Agreement:

A. Agreement shall mean this Stock Purchase Agreement.

B. Board shall mean the Corporation’s Board of Directors.

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(i) a merger, consolidation or other reorganization unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction;

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets; or

(iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13-d3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding securities from a person or persons other than the Corporation.

In no event shall any public offering of the Corporation’s securities or the sale of newly issued capital stock or debt (including convertible debt) of the Corporation be deemed to constitute a Change in Control.

D. Code shall mean the Internal Revenue Code of 1986, as amended.

E. Common Stock shall mean the Corporation’s common stock.

F. Corporation shall mean ProteinSimple, a Delaware corporation, or the successor to all or substantially all of the assets or voting stock of ProteinSimple which has assumed some or all of the rights of ProteinSimple under this Agreement.

G. Disposition Notice shall have the meaning assigned to such term in Section 5(b).

H. Exercise Notice shall have the meaning assigned to such term in Section 5(c).

I. Exercise Price shall have the meaning assigned to such term in Section 1(a).

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J. First Refusal Right shall mean the right granted to the Corporation in accordance with Section 5.

K. Grant Notice shall mean the Notice of Grant of Stock Option pursuant to which Optionee has been informed of the basic terms of the Option.

L. Incentive Option shall mean an option that satisfies the requirements of Code Section 422.

M. Market Stand-Off shall mean the market stand-off restriction specified in Section 3(c).

N. 1933 Act shall mean the Securities Act of 1933, as amended.

O. Non-Statutory Option shall mean an option that does not qualify as an Incentive Option.

P. Option shall have the meaning assigned to such term in Section 1(a).

Q. Option Agreement shall mean all agreements and other documents evidencing the Option.

R. Option Shares shall mean the shares of Common Stock subject to the option.

S. Optionee shall mean the person to whom the Option is granted under the Plan as identified in the introductory paragraph of this Agreement.

T. Owner shall mean Optionee and all subsequent holders of the Purchased Shares who derive their chain of ownership through a Permitted Transfer from Optionee.

U. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

V. Permitted Transfer shall mean (i) a transfer of the Purchased Shares to one or more of Optionee’s family members (as defined in Rule 701 promulgated by the SEC) or to Optionee’s former spouse through a gift or a domestic relations order, (ii) a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with the acquisition of the Purchased Shares.

W. Plan shall mean the ProteinSimple 2003 Stock Option/Stock Issuance Plan.

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X. Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

Y. Prior Purchase Agreement shall have the meaning assigned to such term in Section 4(d).

Z. Purchased Shares shall have the meaning assigned to such term in Section 1(a).

AA. Recapitalization shall mean any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Corporation’s outstanding Common Stock as a class without the Corporation’s receipt of consideration.

BB. Reorganization shall mean any of the following transactions:

(i) a merger or consolidation or similar transaction in which the Corporation is not the surviving entity;

(ii) a sale, transfer or other disposition of all or substantially all of the Corporation’s assets;

(iii) a reverse merger in which the Corporation is the surviving entity but in which the Corporation’s outstanding voting securities are transferred in whole or in part to a person or persons different from the persons holding those securities immediately prior to the merger; or

(iv) any transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding company structure.

CC. Repurchase Price shall mean the lower of (i) the Exercise Price per share or (ii) the Fair Market Value per share on the date Optionee’s Service ceases.

DD. Repurchase Right shall mean the right granted to the Corporation in accordance with Section 4.

EE. SEC shall mean the Securities and Exchange Commission.

FF. Service shall mean Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance, a member of the board of directors or an independent contractor.

GG. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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HH. Target Shares shall have the meaning assigned to such term in Section 5(b).

II. Unvested Shares shall mean the Option Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration provisions and which are subject to the Repurchase Right.

JJ. Vested Shares shall mean the Option Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration provisions and which are no longer subject to the Repurchase Right.

KK. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice.

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EX-10

EXHIBIT 10.3

PROTEINSIMPLE

2013 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: APRIL 23, 2013

APPROVED BY THE STOCKHOLDERS: MAY 28, 2013

AMENEDED BY THE BOARD OF DIRECTORS: JANUARY 28, 2014

APPROVED BY THE STOCKHOLDERS:             

TERMINATION DATE: APRIL 22, 2023

1. GENERAL.

(a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the ProteinSimple 2003 Stock Option/Issuance Plan (the “Prior Plan”). Following the Effective Date, no additional stock awards may be granted under the Prior Plan. Any unallocated shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards not previously granted under the Prior Plan as of 12:01 a.m. Pacific time on the Effective Date (the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at such time and will be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for issuance pursuant to Stock Awards granted hereunder. In addition, from and after 12:01 a.m. Pacific time on the Effective Date, all outstanding stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan; provided, however, that any shares subject to outstanding stock awards granted under the Prior Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled or otherwise returned because of the failure to meet a contingency or condition required to vest such shares; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award (the “Returning Shares”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares, and become available for issuance pursuant to Awards granted hereunder. All Stock Awards granted on or after 12:01 a.m. Pacific time on the Effective Date of this Plan will be subject to the terms of this Plan.

(b) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

(c) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

(d) Purpose. The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such

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persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

2. ADMINISTRATION.

(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market Value applicable to a Stock Award.

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully effective.

(iii) To settle all controversies regarding the Plan and Stock Awards granted under it.

(iv) To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common Stock may be issued), including, but not limited to, the discretionary authority, exercisable either at the time shares are issued pursuant to Section 5(m) below or any time while the Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate in whole or in part on an accelerated basis, and some or all of the shares subject to those terminated rights shall immediately become vested, upon the occurrence of a Change in Control or another specified event or in the event that Participant’s Continuous Service terminates other than for Misconduct within a designated period of time following a specified event.

(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided in subsection (viii) below.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the

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Plan or Stock Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options.

(viii) To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (C) to comply with other applicable laws.

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards.

(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).

(xi) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock

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Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.

(c) Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(d) Delegation to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following: (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(r) below.

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

3. SHARES SUBJECT TO THE PLAN.

(a) Share Reserve.

(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 7,779,453 shares (the “Share Reserve”). The Share Reserve includes (A) the 584,566 shares that were subject to the Prior Plan’s Available Reserve on the Effective Date, (B) the Returning Shares, if any, in an amount not to exceed 4,828,887 shares (if and when the Returning Shares ever become available for grant under this Plan) and (C) 2,366,000 shares approved by the Board of Directors on January 28, 2014.

(ii) For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).

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(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.

(c) Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 27,193,820 shares of Common Stock.

(d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4. ELIGIBILITY.

(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code.

(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

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(c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.

5. PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.

Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Change in Control and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

(c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:

(i) by cash, check, bank draft or money order payable to the Company;

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(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;

(v) subject to the consent of the Company at the time of exercise, by delivering an interest bearing promissory note with such terms (including the interest rate, the requirements for collateral and the terms of repayment) as established by the Company in its sole discretion; provided, however, in no event may the principal amount of the promissory note exceed the sum of (A) the aggregate exercise price for the shares (less the par value of the shares) plus (B) the Participant’s tax withholding obligations, if any; or

(vi) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.

(d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing such SAR.

(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs will apply:

(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.

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(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(iii) Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.

(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g) Termination of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Misconduct and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable laws unless such termination is for Misconduct and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

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(h) Extension of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Misconduct and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Misconduct) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.

(i) Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

(j) Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person

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designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with applicable laws), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.

(k) Termination for Misconduct. Except as explicitly provided otherwise in the Participant’s Stock Award Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if the Participant’s Continuous Service is terminated for Misconduct, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

(l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Change in Control, or (iii) upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement, in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

(m) Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 8(m), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required to exercise its repurchase right until at least sixty (60) days (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.

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(n) Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(m), the Option or SAR may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the Option or SAR.

(o) Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal will be subject to the “Repurchase Limitation” in Section 8(m). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of the Company.

6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.

(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. Subject to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

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(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

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(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(vii) Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code will contain such provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, will be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.

(c) Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

7. COVENANTS OF THE COMPANY.

(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.

(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.

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(c) No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award.

8. MISCELLANEOUS.

(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement as a result of a clerical error in the papering of the Stock Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Stock Award Agreement.

(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without Misconduct, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

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(e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares subject to any portion of such Stock Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended.

(f) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(h) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding

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shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement.

(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(k) Compliance with Section 409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements will be interpreted in accordance with Section 409A of the Code.

(l) Repurchase Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement. The repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase right until at least sixty (60) days (or such longer or shorter period of time necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board.

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9. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.

(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c) Change in Control. The following provisions will apply to Stock Awards in the event of a Change in Control unless otherwise provided in the Stock Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.

(i) Options and SARs.

(1) Immediately following the consummation of any Change in Control, all outstanding Options and SARs will terminate, except to the extent they are assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction.

(2) In the event of a Change in Control: (A) all outstanding repurchase rights will be automatically assigned to the successor corporation (or parent thereof); (B) such outstanding repurchase rights may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or (C) any property (including cash payments) issued with respect to unvested shares may be held in escrow and released no later than as provided by the vesting schedule in effect for the unvested shares pursuant to the Change in Control transaction. Notwithstanding the foregoing, in the event of a Change in Control the successor corporation (or parent thereof) may elect to not accept assignment of the outstanding repurchase rights, in which case the repurchase rights will terminate automatically and the shares of Common Stock subject to those terminated rights will immediately become vested shares upon the Change in Control.

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(3) Each Option and SAR that is assumed or otherwise continued in effect in connection with a Change in Control will be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to the Participant in consummation of such Change in Control, had the Option or SAR been exercised immediately prior to such Change in Control. Appropriate adjustments will also be made to (A) the number and class of securities available for issuance under the Plan following the consummation of such Change in Control and (B) the exercise price payable per share under each outstanding Option and SAR, provided the aggregate exercise price payable for such securities will remain the same. To the extent the holders of Common Stock receive cash consideration in whole or part for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of the outstanding Options and SARs under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction.

(4) Among its discretionary powers, the Board will have the ability to structure an Option and SAR (either at the time the Option or SAR is granted or at any time while the Option or SAR remains outstanding) so that some or all of the shares subject to that Option or SAR will automatically become vested shares upon the occurrence of: (A) a Change in Control; (B) another specified event; and/or (C) the Involuntary Termination of the Participant’s Continuous Service within a designated period of time following a specified event. In addition, the Board may provide that one or more of the Company’s outstanding repurchase rights with respect to some or all of the shares held by the Participant will terminate on an accelerated basis either upon: (A) a Change in Control; (B) another specified event; and/or (C) the Involuntary Termination of the Participant’s Continuous Service within a designated period of time following a specified event, and the shares subject to those terminated rights will become vested shares at that time.

(5) The portion of any Incentive Stock Option accelerated in connection with a Change in Control will remain exercisable as an Incentive Stock Option only to the extent the $100,000 limitation set forth in Section 8(f) is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option will be exercisable as a Nonstatutory Stock Option under the federal tax laws.

(ii) Restricted Stock Awards.

(1) Upon the occurrence of a Change in Control: (A) all outstanding repurchase rights will be automatically assigned to the successor corporation (or parent thereof); (B) the repurchase rights may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or (C) any property (including cash payments) issued with respect to the unvested shares may be held in escrow and released no later than as provided by the vesting schedule in effect for the unvested shares pursuant to the terms of the Change in Control transaction. Notwithstanding the foregoing, in the event of a Change in Control the successor corporation (or parent thereof) may elect to not accept assignment of the outstanding repurchase rights, in which case the repurchase rights will terminate automatically and the shares of Common Stock subject to those terminated rights will immediately become vested shares upon the Change in Control.

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(2) The Board will have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Company’s repurchase rights with respect to those shares remain outstanding, to provide that those rights will automatically terminate in whole or in part on an accelerated basis, and some or all of the shares of Common Stock subject to those terminated rights will immediately become vested shares, upon the occurrence of a Change in Control or another specified event or in the event that the Involuntary Termination of the Participant’s Continuous Service occurs within a designated period of time following a specified event.

(iii) Restricted Stock Unit Awards.

(1) Immediately following the consummation of any Change in Control, all outstanding Restricted Stock Unit Awards will terminate, except to the extent they are assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction.

(2) Each Restricted Stock Unit Award that is assumed or otherwise continued in effect in connection with a Change in Control will be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to the Participant in consummation of such Change in Control, had the Restricted Stock Unit Award been settled immediately prior to such Change in Control. Appropriate adjustments will also be made to the number and class of securities available for issuance under the Plan following the consummation of such Change in Control. To the extent the holders of Common Stock receive cash consideration in whole or part for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of the outstanding Restricted Stock Unit Awards under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction.

(3) Among its discretionary powers, the Board will have the ability to structure a Restricted Stock Unit Award (either at the time the Restricted Stock Unit Award is granted or at any time while the Restricted Stock Unit Award remains outstanding) so that some or all of the shares subject to that Restricted Stock Unit Award will automatically become vested shares upon the occurrence of: (A) a Change in Control; (B) another specified event; and/or (C) the Involuntary Termination of the Participant’s Continuous Service within a designated period of time following a specified event.

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10. PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.

(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) No Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.

11. EFFECTIVE DATE OF PLAN.

This Plan will become effective on the Effective Date.

12. CHOICE OF LAW.

The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

13. DEFINITIONS. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “Affiliate” means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.

(b) “Board” means the Board of Directors of the Company.

(c) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(d) “Change in Control” means a change in ownership or control of the Company effected through any of the following transactions:

(i) a merger, consolidation or other reorganization unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;

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(ii) a sale, transfer or other disposition of all or substantially all of the Company’s assets; or

(iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13-d3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities from a person or persons other than the Company.

In no event will any public offering of the Company’s securities or the sale of newly issued capital stock or debt (including convertible debt) of the Company be deemed to constitute a Change in Control.

(e) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(f) “Committee” means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(g) “Common Stock” means the common stock of the Company.

(h) “Company” means ProteinSimple, a Delaware corporation.

(i) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.

(j) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a

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Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

(k) “Director” means a member of the Board.

(l) “Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(m) “Effective Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board.

(n) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(o) “Entity” means a corporation, partnership, limited liability company or other entity.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(q) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

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(r) “Fair Market Value” means, as of any date, the value of the Common Stock determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

(s) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(t) “Involuntary Termination” means (i) a Participant’s involuntary dismissal or discharge by the Company (or any Parent or Subsidiary) for reasons other than Misconduct, or (ii) a Participant’s voluntary resignation within 60 days following: (A) a change in his or her position with the Company (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities; (B) a reduction in his or her base salary by more than 15%, unless the base salaries of all similarly situated individuals are reduced by the Company or any Parent or Subsidiary employing the individual; or (c) a relocation of the Participant’s place of employment by more than fifty miles, provided and only if such change, reduction or relocation is effected without the Participant’s written consent.

(u) “Misconduct” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant: (i) the commission of any act of fraud, embezzlement or dishonesty by the Participant, (ii) any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company or any Affiliate, or (iii) any other intentional misconduct by such person adversely affecting the business or affairs of the Company or any Affiliate in a material manner. The foregoing definition will not in any way preclude or restrict the right of the Company or any Affiliate to discharge or dismiss the Participant for any other acts or omissions, but such other acts or omissions will not be deemed, for the purposes of the Plan, to constitute grounds for termination for Misconduct.

(v) “Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.

(w) “Officer” means any person designated by the Company as an officer.

(x) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(y) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(z) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(aa) “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(c).

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(bb) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan.

(cc) “Own,” “Owned,” “Owner,” “Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(dd) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(ee) “Plan” means this Protein Simple 2013 Equity Incentive Plan.

(ff) “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(gg) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(hh) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

(ii) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.

(jj) “Rule 405” means Rule 405 promulgated under the Securities Act.

(kk) “Rule 701” means Rule 701 promulgated under the Securities Act.

(ll) “Securities Act” means the Securities Act of 1933, as amended.

(mm) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(nn) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

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(oo) “Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award.

(pp) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.

(qq) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) .

(rr) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

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EX-10

EXHIBIT 10.4

PROTEINSIMPLE

STOCK OPTION GRANT NOTICE

(2013 EQUITY INCENTIVE PLAN)

ProteinSimple (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.

Optionholder:

Date of Grant:

Vesting Commencement Date:

Number of Shares Subject to Option:

Exercise Price (Per Share):

Total Exercise Price:

Expiration Date:

Type of Grant:	¨      Incentive Stock Option1	¨      Nonstatutory Stock Option
Exercise Schedule:	¨      Same as Vesting Schedule	¨      Early Exercise Permitted
Vesting Schedule:	The shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such date.
Payment:	By one or a combination of the following items (described in the Option Agreement): ¨    By cash, check, bank draft or money order payable to the Company ¨    Pursuant to a Regulation T Program if the shares are publicly traded ¨    By delivery of already-owned shares if the shares are publicly traded ¨    If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement ¨    Subject to the Company’s consent at the time of exercise, by promissory note

¹  If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.

Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein. By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

PROTEINSIMPLE	OPTIONHOLDER:
By:
Signature	Signature
Title:	Date:
Date:

ATTACHMENTS: Option Agreement, 2013 Equity Incentive Plan, and Notice of Exercise

ATTACHMENT I

OPTION AGREEMENT

PROTEINSIMPLE

2013 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, ProteinSimple (the “Company”) has granted you an option under its 2013 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:

1. VESTING. Your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.

2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments.

3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s benefit plans).

4. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that:

(a) a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

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(b) any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

(c) you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

(d) if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock Options.

5. METHOD OF PAYMENT. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant Notice, which may include one or more of the following:

(a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”.

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

(c) If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.

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(d) Subject to the consent of the Company at the time of exercise, by delivering an interest bearing promissory note with such terms (including the interest rate, the requirements for collateral and the terms of repayment) as established by the Company in its sole discretion; provided, however, in no event may the principal amount of the promissory note exceed the sum of (A) the aggregate exercise price for the shares (less the par value of the shares) plus (B) your tax withholding obligations, if any.

6. WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.

7. SECURITIES LAW COMPLIANCE. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).

8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

(a) Immediately upon the termination of your Continuous Service for Misconduct;

(b) three (3) months after the termination of your Continuous Service for any reason other than Misconduct, your Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;

(c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d)) below;

(d) twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Misconduct;

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(e) the Expiration Date indicated in your Grant Notice; or

(f) the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

9. EXERCISE.

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

(d) By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company

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during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

10. TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

(a) Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

(c) Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.

11. RIGHT OF FIRST REFUSAL. The Company has the right of first refusal (the “First Refusal Right”) exercisable in connection with any proposed transfer of vested shares. For purposes of this Section 11, the term “transfer” means any sale, assignment, pledge, encumbrance or other disposition of your vested shares, but does not include any permitted transfer of your vested shares.

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(a) Notice of Intended Disposition. In the event you desire to accept a bona fide third-party offer for the transfer of any or all of your vested shares (vested shares subject to such offer to be hereinafter referred to as the “Target Shares”), you will promptly (i) deliver to the Company written notice (the “Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in this agreement.

(b) Exercise of the First Refusal Right.

(i) The Company will have the right to repurchase any or all of your Target Shares subject to the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which you consent. Such right will be exercisable by delivery of written notice (the “Company Notice of Exercise”) to you prior to the 25th day following the Company’s receipt of the Disposition Notice.

(ii) Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company will have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If both you and the Company cannot agree on such cash value within 10 days after the Company’s receipt of the Disposition Notice, the valuation will be made by an appraiser of recognized standing selected by you and the Company or, if there is no agreement on an appraiser within 20 days after the Company’s receipt of the Disposition Notice, both you and the Company will select an appraiser of recognized standing and the two appraisers will designate a third appraiser of recognized standing, whose appraisal will be determinative of such value. Both you and the Company will share the cost of such appraisal equally.

(iii) The closing will then be held on the later of (A) the fifth business day following delivery of the Company Notice of Exercise or (B) the fifth business day after such valuation will have been made. At the closing, the Company will effect the repurchase of such shares, including payment of the aggregate purchase price, and at such time the certificates representing the Target Shares will be delivered to the Company.

(c) Non-Exercise of the First Refusal Right. In the event the Company Notice of Exercise is not given to you prior to the expiration of the 25 day exercise period, you will have a period of 30 days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions set forth in this agreement. The third-party offeror will acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions set forth in this agreement, and any subsequent disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions set forth in this agreement. In the event you do not effect such sale or disposition of the Target Shares within the specified 30 day period, the First Refusal Right will continue to be applicable to any subsequent disposition of the Target Shares by you until such right lapses.

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(d) Partial Exercise of the First Refusal Right. In the event the Company makes a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in your Disposition Notice, you will have the option, exercisable by written notice to the Company delivered within five business days after your receipt of the Company Notice of Exercise, to effect the sale of the Target Shares pursuant to either of the following alternatives:

(i) sale or other disposition of some or all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of Section 11(d), as if the Company did not exercise the First Refusal Right; or

(ii) sale to the Company of the portion of the Target Shares which the Company has elected to purchase, such sale to be effected in substantial conformity with the provisions of Section 11(c). The First Refusal Right will continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses.

Your failure to deliver timely notification to the Company will be deemed to be an election by you to sell the Target Shares pursuant to alternative (i) above.

(e) Capitalization Adjustments. Any new, substituted or additional securities or other property that is by reason of any Capitalization Adjustment distributed with respect to vested shares will be immediately subject to the First Refusal Right.

(f) Lapse. The First Refusal Right will lapse upon the earlier to occur of (i) a firm commitment underwritten public offering, pursuant to an effective registration statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least $20,000,000 or (ii) the acquisition of the Company by an entity that is traded on a stock exchange or the Nasdaq Stock Market. However, the Lock-Up Period will continue to remain in full force and effect following the lapse of the First Refusal Right, in the case of a transaction described in (i) above.

12. RIGHT OF REPURCHASE. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise its right, the Company will have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

13. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

14. WITHHOLDING OBLIGATIONS.

(a) At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any

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other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

(b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence will not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock will be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure will be your sole responsibility.

(c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.

15. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service.

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16. NOTICES. Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

17. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.

18. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

19. VOTING RIGHTS. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

20. SEVERABILITY. If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

21. MISCELLANEOUS.

(a) The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.

9.

(c) You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.

(d) This Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Plan and this Option Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

10.

ATTACHMENT II

2013 EQUITY INCENTIVE PLAN

ATTACHMENT III

NOTICE OF EXERCISE

NOTICE OF EXERCISE

PROTEINSIMPLE
3040 OAKMEAD VILLAGE DRIVE
SANTA CLARA, CALIFORNIA, 95051	Date of Exercise:

This constitutes notice to ProteinSimple (the “Company”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below.

Type of option (check one):	Incentive  ¨	Nonstatutory  ¨
Stock option dated:
Number of Shares as to which option is exercised:
Certificates to be issued in name of:
Total exercise price:	$	$
Cash payment delivered herewith:	$	$
Value of             Shares delivered herewith2:	$	$
Value of             Shares pursuant to net exercise3:	$	$
Regulation T Program (cashless exercise4):	$	$
Promissory note delivered herewith5:	$	$

²  Shares must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.

³  The option must be a Nonstatutory Stock Option, and ProteinSimple must have established net exercise procedures at the time of exercise, in order to utilize this payment method.

⁴  Shares must meet the public trading requirements set forth in the option.

⁵  Subject to the Company’s consent at the time of exercise.

1.

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2013 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.

I hereby make the following certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own account upon exercise of the option as set forth above:

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

I further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

Very truly yours,

2.

EX-10

EXHIBIT 10.5

PROTEINSIMPLE

EARLY EXERCISE STOCK PURCHASE AGREEMENT

UNDER THE 2013 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made by and between ProteinSimple, a Delaware corporation (the “Company”), and             (“Purchaser”).

WITNESSETH:

WHEREAS, Purchaser holds a stock option dated             to purchase shares of common stock (“Common Stock”) of the Company (the “Option”) pursuant to the Company’s 2013 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and

WHEREAS, Purchaser desires to exercise the Option on the terms and conditions contained herein; and

WHEREAS, Purchaser wishes to take advantage of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement;

NOW, THEREFORE, IT IS AGREED between the parties as follows:

1. INCORPORATION OF PLAN AND OPTION BY REFERENCE. This Agreement is subject to all of the terms and conditions as set forth in the Plan and the Option. If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall control. If there is a conflict between the terms of this Agreement and the terms of the Option, the terms of the Option shall control. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same definitions as in the Option.

2. PURCHASE AND SALE OF COMMON STOCK.

(a) Agreement to purchase and sell Common Stock. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, shares of the Common Stock of the Company in accordance with the Notice of Exercise duly executed by Purchaser and attached hereto as Exhibit A.

(b) Closing. The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided,

however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained. If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void.

3. UNVESTED SHARE REPURCHASE OPTION.

(a) Repurchase Option. In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “Repurchase Option”) for a period of [six (6) months]¹ after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within [six (6) months] after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “Unvested Shares”).

(b) Share Repurchase Price. The Company may repurchase all or any of the Unvested Shares at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or (ii) the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant Notice.

4. EXERCISE OF REPURCHASE OPTION. The Repurchase Option shall be exercised by written notice signed by such person as designated by the Company, and delivered or mailed as provided herein. Such notice shall identify the number of shares of Common Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth above. The Company shall be entitled to pay for any shares of Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased by the Company, without further action by Purchaser.

5. CAPITALIZATION ADJUSTMENTS TO COMMON STOCK. In the event of a Capitalization Adjustment, then any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of Common Stock shall be immediately subject to the Repurchase Option and be included in the word “Common

¹  NTD: Please verify with your accountants whether 60 days is permissible. If it is, change “six (6) months” to “sixty (60) days.”

Stock” for all purposes of the Repurchase Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to the extent the Common Stock is, at the time, covered by such Repurchase Option. While the total Option Price shall remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately adjusted.

6. CHANGE IN CONTROL.

(a) In the event of a Change in Control

(i) the Repurchase Option shall automatically be assigned to the successor of the Company (or such successor’s parent company); or

(ii) the Repurchase Option may be otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or

(iii) any property (including cash payments) issued with respect to Unvested Shares may be held in escrow and released no later than in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction.

Notwithstanding the foregoing, in the event of a Change in Control the successor of the Company (or parent thereof) may elect to not accept assignment of the Repurchase Option, in which case the Repurchase Option shall terminate automatically and the Unvested Shares shall immediately become vested shares upon the Change in Control.

(b) To the extent the Repurchase Option remains in effect following a Change in Control, such right shall apply to any new securities or other property (including any cash payments), if any, received in exchange for the Unvested Shares in consummation of the Change in Control. For purposes of determining the Share Repurchase Price, appropriate adjustments shall be made to the Exercise Price to reflect the effect (if any) of the Change in Control upon the Company’s capital structure; provided, however, that the aggregate Exercise Price shall remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Company (or the successor of the Company) and shall be released from escrow no later than as Purchaser vests in such securities or other property in accordance with the Vesting Schedule.

7. ESCROW OF UNVESTED COMMON STOCK. As security for Purchaser’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary’s designee (“Escrow Agent”), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit B, together with a certificate or certificates evidencing all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit C, attached hereto and incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder.

8. RIGHTS OF PURCHASER. Subject to the provisions of the Option, Purchaser shall exercise all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow. Purchaser shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Repurchase Option.

9. LIMITATIONS ON TRANSFER. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock is subject to the Repurchase Option. After any Common Stock has been released from the Repurchase Option, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable securities laws. Furthermore, the Common Stock shall be subject to any right of first refusal in favor of the Company or its assignees that may be contained in the Company’s Bylaws.

10. RESTRICTIVE LEGENDS. All certificates representing the Common Stock shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

(b) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(c) “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF [AN INCENTIVE STOCK OPTION/ A NONSTATUTORY STOCK OPTION].

(d) Any legend required by appropriate blue sky officials.

11. INVESTMENT REPRESENTATIONS. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following:

(a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(b) Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

(c) Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company.

(d) Purchaser is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser’s Stock Option Agreement.

(e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold.

(f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied.

(g) Purchaser further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect his own interests in connection with

the purchase of the Common Stock by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. Purchaser further warrants and represents that Purchaser’s purchase the Common Stock was not accomplished by the publication of any advertisement.

12. SECTION 83(b) ELECTION. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, “restriction” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within thirty (30) days of the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.

13. REFUSAL TO TRANSFER. The Company shall not be required (a) to transfer on its books any shares of Common Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

14. NO EMPLOYMENT RIGHTS. This Agreement is not an employment contract and nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason at any time, with or without cause and with or without notice.

15. MISCELLANEOUS.

(a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage

prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

(b) Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the Repurchase Option hereunder at any time or from time to time, in whole or in part.

(c) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

(d) Further Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(e) Independent Counsel. Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that Cooley LLP does not represent, and is not acting on behalf of, Purchaser. Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect to this Agreement.

(f) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(g) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of             , 20    .

ProteinSimple
By:
Name:
Title:
Address:	3040 Oakmead Village Drive Santa Clara, California 95051
Purchaser
By:
Address:

ATTACHMENTS:
Exhibit A	Notice of Exercise
Exhibit B	Assignment Separate from Certificate
Exhibit C	Joint Escrow Instructions
Exhibit D	Section 83(b) Election

EXHIBIT A

NOTICE OF EXERCISE

EXHIBIT B

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED,             hereby sells, assigns and transfers unto ProteinSimple, a Delaware corporation (the “Company”), pursuant to the Repurchase Option under that certain Early Exercise Stock Purchase Agreement, dated             ,             by and between the undersigned and the Company (the “Agreement”),             (            ) shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s).             and does hereby irrevocably constitute and appoint the Company’s Assistant Secretary attorney-in-fact to transfer said Common Stock on the books of the Company with full power of substitution in the premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Repurchase Option under the Agreement.

Dated:

[Optionee]

(INSTRUCTION: Please do not fill in any blanks other than the “Signature” line.)

EXHIBIT C

JOINT ESCROW INSTRUCTIONS

Secretary

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

Ladies and Gentlemen:

As Escrow Agent for both ProteinSimple, a Delaware corporation (“Company”), and the undersigned purchaser of Common Stock of the Company (“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement (“Agreement”), dated             to which a copy of these Joint Escrow Instructions is attached as Exhibit C, in accordance with the following instructions:

1. In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

2. At the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of the number of shares of Common Stock being purchased pursuant to the exercise of the Repurchase Option.

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated.

4. This escrow shall terminate and the shares of stock held hereunder shall be released in full upon the later of (a) the expiration or exercise in full of the Repurchase Option, whichever occurs first, and (b) the payment in full of all principal and interest due and payable under the promissory note attached to the Agreement, if any.

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of same to

Purchaser and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

6. Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10. You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Assistant Secretary of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company as successor Escrow Agent and Purchaser hereby confirms the appointment of such successor or successors as the Purchaser’s attorney-in-fact and agent to the full extent of your appointment.

12. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

13. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such

dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

14. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:

Company:	ProteinSimple
	3040 Oakmead Village Drive Santa Clara, California 95051
Purchaser:	[                     ]
Escrow Agent:	[    ], Secretary
	Cooley LLP
	3175 Hanover Street
	Palo Alto, CA 94304

15. By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

16. You shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley LLP) as you may deem necessary properly to advise you in connection with your obligations hereunder. You may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

17. This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

18. This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of California, as such laws are applied by California courts to contracts made and to be performed entirely in California by residents of that state.

[signature page follows]

Very truly yours,

PROTEINSIMPLE

By:

Name:

Title:

PURCHASER:

ESCROW AGENT:

[            ]

Secretary

EXHIBIT D

SECTION 83(B) ELECTION

Director of Internal Revenue

Internal Revenue Service Center

Fresno, CA 93888

Re: Election Under Section 83(b)

Gentlemen:

This statement constitutes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time.

Pursuant to Treasury Regulations Section 1.83-2, the following information is submitted:

1.	Name:	(“Purchaser”)
	Address:
	Social Security No:

2. Property Description:             Shares (the “Shares”) of Common Stock of ProteinSimple (the “Company”).

3. The date on which the Shares were issued is             .

4. The taxable year for which the election is made is the calendar year             .

5. Restrictions: If, on or before             , the services of the Purchaser by the Company terminates for any reason, the Company shall have the option to repurchase some or all of the property (depending upon the date of such termination) for a price equal to the cost of the property repurchased.

6. The fair market value at the time the restrictions were placed on the Shares, determined without regard to any restriction other than a restriction which by its terms will never lapse, is             .

7. The amount deemed to be paid by the undersigned taxpayer for the property is             .

8. A copy of this statement has been furnished to the Company and the transferee of the property if different from the Purchaser.

15.

Dated:                 ,         .

Very truly yours,

[Name]

16.

EX-10

Exhibit 10.10

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

for

Tim Harkness

This Amended and Restated Executive Employment Agreement (the “Agreement”), made between Cell Biosciences, Inc. (the “Company”) and Tim Harkness (the “Executive”) (collectively, the “Parties”), amends, restates and supersedes in its entirety the employment offer letter agreement between the Company and Executive that was effective as of June 12, 2008 (the “Original Agreement”). This Agreement is effective as of February 3, 2011.

WHEREAS, Executive is currently employed by the Company as its President and Chief Executive Officer, pursuant to the Original Agreement; and

WHEREAS, Company desires to continue to employ Executive as its President and Chief Executive Officer, and Executive is willing to continue such employment by Company, on the amended and restated terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Employment by the Company.

1.1 Position. Executive shall serve as the Company’s President and Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies.

1.2 Duties and Location. Executive shall perform such duties as are required by the Company’s Board of Directors (“Board”), to whom Executive will report. Executive will serve as a member of the Board until the earlier of the severance of Executive’s employment for any reason, or Executive’s death. Executive’s primary office location shall be the Company’s Santa Clara, California office.

1.3 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2. Compensation.

2.1 Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of four hundred thousand ($400,000) per year (the “Base Salary”), payable in accordance with customary Company payroll procedures in effect for other executive employees and subject to standard payroll deductions and withholdings. Executive’s Base Salary shall be subject to review and adjustment on an annual basis, subject to the terms set forth herein. Executive shall not receive any additional compensation for Executive’s service as a member of the Board.

2.2 Bonus. Executive will be eligible to earn an annual cash bonus targeted at sixty percent (60%) of Executive’s Base Salary (the “Annual Bonus”), which, if earned, will be paid by the end of the first quarter of the following calendar year. Executive will be eligible to receive the Annual Bonus based upon the Company meeting and/or exceeding specified corporate sales goals (the “Sales Goals”) and Executive’s achievement of Chief Executive Officer-specific goals (the “CEO Goals”). The Sales Goals and CEO Goals will be mutually agreed upon by Executive and the Board. The Sales Goals and CEO Goals will be established no later than March 15 for each calendar year. Except as otherwise provided in Section 7 hereof, Executive must remain an active employee through the last day of the applicable fiscal year to be eligible to receive the Annual Bonus.

3. Standard Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time. If Executive elects to continue any current COBRA health insurance coverage rather than participate in the Company’s group health insurance plans, the Company will reimburse Executive for Executive’s monthly health insurance premiums (for Executive, Executive’s spouse and any covered dependents) up to the maximum dollar amount the Company would contribute to Executive’s health insurance coverage if Executive elected to participate in the Company’s group plan.

4. Vacation. Executive will enjoy four (4) weeks of paid time off each year, the use and accrual of which will be governed in accordance with Company policy.

5. Expenses. The Company will reimburse reasonable business-related expenses incurred by Executive in accordance with applicable Company policies, including but not limited to cellular phone/PDA expenses.

2.

6. Equity.

6.1 Option Grants. Subject to the Compensation Committee of the Company’s Board (the “Compensation Committee”) and the Board’s annual review and approval, Executive may be eligible to receive stock options to purchase shares of Common Stock, as determined by the Compensation Committee and the Board, in their sole discretion.

6.2 Acceleration.

(i) Single Trigger Benefits. In the event a Change of Control (as defined below) occurs at any time during Executive’s employment, the vesting of any unvested shares or options then held by Executive shall be accelerated by six (6) months.

(ii) Double Trigger Benefits. If, within one (1) month before and thirty-six (36) months after a Change of Control, Executive’s employment is terminated by the Company without Cause (as defined below) or Executive resigns for Good Reason (as defined below) (each a “Change of Control Termination”), one hundred percent (100%) of all shares or stock options which are not vested at the time of Executive’s termination will accelerate and become fully vested.

7. Termination of Employment; Severance.

7.1 At-Will Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause or advance notice.

7.2 Termination Without Cause; Resignation for Good Reason. If, at any time other than during the period commencing one (1) month prior to the effective date of a Change of Control and ending thirty-six (36) months following the effective date of the Change of Control, the Company terminates the Executive’s employment without Cause, or Executive resigns for Good Reason, and such termination constitutes a Separation from Service (as defined below), the Company shall provide the Executive with the following severance benefits:

(i) A cash severance benefit in an amount equal to the sum of (i) twelve (12) months of the Executive’s Base Salary, (ii) the prior year’s Annual Bonus amount actually earned by the Executive (if not yet paid), (iii) one hundred percent (100%) of the Executive’s Target Bonus (as defined below) for the year in which the termination occurs, and (iv) a pro rata portion of the Executive’s Target Bonus based on the number of months worked during the year in which the termination occurs, subject to withholdings and deductions, which aggregate amount shall be paid in a lump sum on the first regular payroll date following the effective date of the Executive’s release of claims; provided, however, the payment shall be made no later than March 15 of the year following the year of termination; and

(ii) Provided that the Executive is eligible to continue coverage under a health, dental, or vision plan sponsored by the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at the time of the Executive’s

3.

termination and timely elects such continuation of coverage under COBRA, the Company will pay COBRA premiums on behalf of the Executive and his eligible dependents following the Executive’s termination of employment (but in no event longer that the date on which the Executive or his eligible dependents cease to be eligible for COBRA). Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that the Executive would be required to pay to continue the Executive’s group health coverage in effect on the date of the Executive’s termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether the Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which the Executive obtains other employment or (y) the last day of the twelfth (12^th) calendar month following the Executive’s termination date. Upon the conclusion of such period of insurance premium payments made by the Company, the Executive will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period. No provision of this Agreement will affect the continuation coverage rules under COBRA, except that the Company’s payment of any applicable insurance premiums will be credited as payment by the Executive for purposes of the Executive’s payment required under COBRA. Therefore, the period during which the Executive may elect to continue the Company’s health, dental, or vision plan coverage at his own expense under COBRA, the length of time during which COBRA coverage will be made available to the Executive, and all other rights and obligations of the Executive under COBRA (except the obligation to pay insurance premiums that the Company pays in accordance with the foregoing) will be applied in the same manner that such rules would apply in the absence of this Agreement. For purposes of this Section 7.2(ii), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Executive.

(iii) Extension of the period of time for the Executive to exercise each of his then vested and outstanding Company stock options until the earlier of (i) twelve (12) months after his termination date and (ii) the expiration date of each option as set forth in the applicable stock option agreement issued by the Company to the Executive; and

(iv) Retention of the laptop computer, cellular phone and PDA provided to the Executive by the Company during his employment, provided that the aggregate value of this Company property (as determined by the Company) is less than $3,000.

7.3 Termination without Cause or Resignation for Good Reason Following a Change of Control. If the Company terminates the Executive’s employment without Cause, or the Executive resigns for Good Reason, in either case, at any time during the period commencing one (1) month prior to the effective date of a Change of Control and ending thirty-six (36) months following the effective date of the Change of Control, and provided such termination constitutes a Separation from Service, then the Company shall provide the Executive with the severance benefits described in Sections 7.2(i)-(iv) above.

4.

8. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service (as defined below) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

9. Release of Claims. Payment and receipt of the severance benefits and/or accelerated vesting benefits provided for herein will be conditioned on Executive’s execution of a standard form of release in the form provided by the Company, within the time provided therein, and such release must become effective in accordance with its terms, but in all cases the release must become effective within sixty (60) days following the date Executive’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). Such release shall include confirmation of Executive’s obligations under any confidentiality and/or proprietary information agreement.

10. Definitions.

(i) Cause. For purposes of this Agreement, “Cause” shall mean (i) Executive’s repeated unexplained or unjustified absence from the Company or gross negligence, willful misconduct, or repeated, willful and flagrant insubordination in the performance of Executive’s duties to the Company as directed by the Board, which remains uncured more than thirty (30) days following written notice from the Board of its belief that there is Cause for Executive’s termination under this clause (i); (ii) a material and willful commission of any federal or state felony; (iii) commission of any act of fraud

5.

that is related to Executive’s personal gain with respect to the Company; or (iv) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, or any willful violation of a Federal or State law that significantly reduces the credibility of the Company, or affects the Company in a materially financial way. No act or failure to act by Executive shall be deemed “willful” if done or omitted to be done by Executive in good faith and with the reasonable belief that Executive’s act or omission was in the best interest of the Company or consistent with the Company’s policies or the directive of the Board.

(ii) Change of Control. For purposes of this Agreement, “Change of Control” shall have the meaning given to the term “Change in Control” as set forth in the Company’s 2003 Stock Option/Stock Issuance Plan in effect on the date hereof and as amended and/or restated from time to time. Notwithstanding the foregoing, if the Company or a successor hereto subsequently determines that any benefits or other payments payable under this Agreement constitute deferred compensation under Section 409A, a “Change of Control” shall be limited to a transaction satisfying the requirements of Treasury Regulation Sections 1.409A-3(c)(1) (regarding alternative payment schedules) and 1.409A-3(i)(5) (defining a change in control event, without regard to the alternative definitions thereunder).

(iii) Good Reason. For purposes of this Agreement, “Good Reason” shall mean Executive’s resignation of employment because any of the following occurs without Executive’s consent which remains uncured more than thirty (30) days following written notice from Executive to the Board specifying the basis for Executive’s belief that Executive has Good Reason to resign: (i) the material diminution of Executive’s duties and responsibilities (such as the loss of oversight responsibility for research and development, marketing or sales components of the Company’s operations, or Executive’s removal from or failure to be elected (or re-elected) to the Board prior to a Change of Control); (ii) the material reduction of Executive’s Base Salary or Annual Bonus potential, excluding only reductions of 10% or less (cumulatively) that are made prior to a Change of Control in connection with an across-the-board reduction of all executive officers’ annual base salaries or bonus potential by a percentage at least equal to the percentage by which Executive’s Base Salary or Annual Bonus potential is reduced; or (iii) the transfer of Executive’s principal place of business for the Company more than 40 miles from the Company’s current Santa Clara, California location. If Executive resigns for Good Reason because of a material reduction in Executive’s Base Salary or Annual Bonus potential, Executive’s severance pay will be calculated using Executive’s Base Salary and Annual Bonus percentage in effect immediately before such reduction.

(iv) Separation from Service. For purposes of this Agreement, “Separation from Service” shall mean “separation from service” as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder.

(v) Target Bonus. For purposes of this Agreement, “Target Bonus” shall be equal to the greater of (i) Executive’s actual Annual Bonus amount paid for the prior calendar year, or (ii) the Annual Bonus percentage as provided in Section 2.2, or as most recently approved by the Board.

6.

11. Proprietary Information Obligations.

11.1 Confidential Information Agreement. Executive agrees to abide by the Employee Proprietary Information and Inventions Agreement dated June 16, 2008, between the Company and Executive (the “Confidentiality Agreement”).

11.2 Third-Party Agreements and Information. Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

12. Outside Activities During Employment.

12.1 Non-Company Business. Executive will be entitled to participate in outside for-profit, not-for-profit and civic activities during Executive’s employment provided that: (i) Executive shall be limited to participating in no more than a total of three (3) outside boards at any time, all located in the western USA area, and (ii) Executive’s involvement in outside activities must not unreasonably interfere with Executive’s performance of Executive’s duties hereunder. Executive must obtain the Board’s advance consent before accepting any outside board position, which consent shall not be unreasonably withheld.

12.2 No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

13. Dispute Resolution; Arbitration. The Company and Executive agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, the interpretation, validity, construction, performance, breach, or termination thereof, or Executive’s employment or severance of employment, shall be settled by arbitration to be held in San Francisco, California, in accordance with the Judicial Arbitration and Mediation Service/Endispute, Inc. (“JAMS”) rules for employment disputes then in effect (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator shall award the prevailing party all reasonable costs and attorneys’ fees incurred during any such proceeding. The arbitrator shall apply California law to the merits of any dispute or claim. Executive hereby expressly consent to the personal jurisdiction of the state and federal courts located in San Francisco, California for any action or proceeding arising from or relating to this Agreement or relating to any

7.

arbitration in which the parties are participants. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION EXECUTIVE’S EMPLOYMENT OR TERMINATION THEREOF, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF EXECUTIVE’S EMPLOYMENT RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.

14. General Provisions.

14.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.

14.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.

14.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

14.4 Complete Agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations, including, but not limited to, the Original Agreement. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.

8.

14.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

14.6 Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

14.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

14.8 Tax Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.

14.9 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California.

9.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above.

CELL BIOSCIENCES, INC.
By:	/s/ Jason Novi

Name: Jason Novi

Title: Chief Financial Officer

EXECUTIVE

/s/ Tim Harkness

Tim Harkness

10.

EX-10

Exhibit 10.11

1050 Page Mill Road

Palo Alto, CA 94304

T: 650-859-1485

F: 650-858-1999

www.cellbiosciences.com

June 25, 2008

Jason B. Novi

Re: Offer of Employment with Cell Biosciences, Inc.

Dear Jason:

On behalf of Cell Biosciences, Inc. (the “Company”), I am pleased to offer you employment with the Company as Vice President, Finance and Chief Financial Officer, reporting to Tim Harkness, CEO. This letter sets out the terms of your employment with the Company, which will start on Friday, June 27, 2008.

You will be paid a base salary of $225,000 (Two Hundred Twenty-five Thousand dollars) per year in accordance with the Company’s normal payroll procedure, less standard payroll deductions and withholdings. You will also be eligible to participate in various Company fringe benefit plans. These include access to group health insurance (medical, dental and vision insurance coverage), 401(k), and other benefits the Company may make available and provide to its employees, subject to the terms of the applicable plan. You also will be eligible for vacation and sick leave according to standard Company policy. The Company may also consider you for bonuses, although the amount of such bonuses, if any, and the criteria for determining the award of such bonuses, shall be in the sole discretion of the Company and you must remain employed by the Company through payment of the bonus in order to be eligible to receive any bonus payment.

We strongly believe that our collective success will depend on the quality of the people and their equity involvement in the Company in the long term. As such, subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 140,000 (One Hundred Forty Thousand) shares of Company common stock under the Company’s 2003 stock option plan at an exercise price equal to the fair market value of that stock on your option grant date. Twenty five percent of the option will vest on the first anniversary of your initial date of employment. After that one year period, the option will vest at 1/48th per month, and will be subject to the terms and conditions of the Company’s stock option plan and standard form of stock option agreement, which you will be required to sign as a condition of receiving the option. Your participation in any stock option or employee benefit program is not to be regarded as assuring your continuing employment with the Company for any particular period of time.

You should be aware that your employment with the Company is for no special period. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause. Further, this provision cannot be altered or amended absent a writing signed by you and the Chief Executive Officer of the Company.

This agreement, the referenced stock option agreement and the included Employee Proprietary Information and Inventions Agreement constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all other promises, negotiations, representations or agreements between you and the Company, whether written or oral. This letter agreement shall be construed and interpreted in accordance with the laws of the State of California.

You hereby represent that your employment with the Company will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by you in confidence or in trust prior to becoming an employee of the Company, and you will not improperly use or disclose to the Company, or induce the Company to use or disclose, any confidential or proprietary information or material belonging to any previous employer or others. You further agree to not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or other person to whom you have an obligation of confidentiality unless consented to in writing by that former employer or person and the Company.

You also must establish your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work.

We look forward to working with you at the Company. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this agreement. We look forward to your favorable reply and a productive and enjoyable work relationship.

Sincerely,

Cell Biosciences, Inc.

By:	/s/ Tim Harkness	Date: 6/25/08
	Tim Harkness, CEO

I agree to and accept employment with Cell Biosciences, Inc. on the terms and conditions set forth in this agreement.

By:	/s/ Jason Novi	Date: 6/27/08
	Jason B. Novi

Cell Biosciences, Inc.

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment or continued employment by Cell Biosciences, Inc. (the “COMPANY”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1. NONDISCLOSURE

1.1 RECOGNITION OF COMPANY’S RIGHTS; NONDISCLOSURE.

At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.

1.2 PROPRIETARY INFORMATION.

The term “PROPRIETARY INFORMATION” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “PROPRIETARY INFORMATION” includes (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques hereinafter collectively referred to as “INVENTIONS”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I wish.

1.3 THIRD PARTY INFORMATION.

I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“THIRD PARTY INFORMATION”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

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1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.

During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

2. ASSIGNMENT OF INVENTIONS.

2.1 PROPRIETARY RIGHTS.

The term “PROPRIETARY RIGHTS” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2 PRIOR INVENTIONS.

Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on EXHIBIT B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “PRIOR INVENTIONS”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in EXHIBIT B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on EXHIBIT B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

2.3 ASSIGNMENT OF INVENTIONS.

Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “COMPANY INVENTIONS.”

2.4 NONASSIGNABLE INVENTIONS.

This Agreement does not apply to an Invention that qualifies fully as a nonassignable Invention under Section 2870 of the California Labor Code (hereinafter “SECTION 2870”). I have reviewed the notification on EXHIBIT A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

Page 2 of 8

2.5 OBLIGATION TO KEEP COMPANY INFORMED.

During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870.

2.6 GOVERNMENT OR THIRD PARTY.

I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

2.7 WORKS FOR HIRE.

I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.8 ENFORCEMENT OF PROPRIETARY RIGHTS.

I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

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2.9 COMPANY MATERIALS.

In addition to the foregoing, I understand that the Company possesses or will possess “Company Materials” which are important to its business. For purposes of this Agreement, “Company Materials” are documents or other media or tangible items that contain or embody Proprietary Information or any other information concerning the business, operations or plans of the Company, whether such documents have been prepared by me or by others. “Company Materials” include, without limitation, blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products, and the like. All Company Materials shall be the sole property of the Company. I agree that during my employment by the Company, I will not physically or electronically remove or transmit any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except for a proper purpose in connection with performing the duties of my employment. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of the Company; and (iii) my copy of this Agreement.

3. RECORDS.

I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4. ADDITIONAL ACTIVITIES.

I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any employment or business activity that is in any way competitive with the business or proposed business of the Company, and I will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. The provisions of this paragraph shall apply both during normal working hours and at all other times including, without limitation, nights, weekends and vacation time, while I am employed by the Company. I agree further that for the period of my employment by the Company and for one (1) year after the date of termination of my employment by the Company I will not induce any employee or consultant of the Company to leave the employ of the Company.

5. NO CONFLICTING OBLIGATION.

I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

6. RETURN OF COMPANY DOCUMENTS.

When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company (including Company Materials). I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing, and signing the Company’s termination statement.

Page 4 of 8

7. LEGAL AND EQUITABLE REMEDIES.

Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

8. NOTICES.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

9. NOTIFICATION OF NEW EMPLOYER.

In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

10. GENERAL PROVISIONS.

10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION.

This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in San Mateo County, California for any lawsuit filed there against me by Company arising from or related to this Agreement.

10.2 SEVERABILITY.

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10.3 SUCCESSORS AND ASSIGNS.

This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

10.4 SURVIVAL.

The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.

10.5 EMPLOYMENT.

I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

10.6 WAIVER.

No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

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10.7 ENTIRE AGREEMENT.

The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us; provided, however, that this Agreement does not set forth all the terms and conditions of my employment with the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the first day of my employment with the Company, namely: June 27, 2008.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

Dated: June 27, 2008

/s/ Jason Novi

(SIGNATURE)

Jason Novi

(PRINTED NAME)

ACCEPTED AND AGREED TO:

Cell Biosciences, Inc.

By:

Title:

(Address)

Dated:

Page 6 of 8

EXHIBIT A

LIMITED EXCLUSION NOTIFICATION

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

1. Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company;

2. Result from any work performed by you for the Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I ACKNOWLEDGE RECEIPT of a copy of this notification.

By:	/s/ Jason Novi
Jason Novi
(PRINTED NAME OF EMPLOYEE)
Date:	June 27, 2008
WITNESSED BY:
(PRINTED NAME OF REPRESENTATIVE)

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EXHIBIT B

TO:	Cell Biosciences, Inc.
FROM:	Jason Novi
DATE:	June 27, 2008
SUBJECT:	PREVIOUS INVENTIONS
1.	Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Cell Biosciences, INC., (the “COMPANY”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
x	No inventions or improvements.
¨	See below:
¨	Additional sheets attached.
2.	Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
	INVENTION OR IMPROVEMENT	PARTY (IES)	RELATIONSHIP
1.
2.
3.
¨.	Additional sheets attached.

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EX-10

Exhibit 10.12

March 1, 2012

Terry Salyer

Delivered via email

Re: Offer of Employment with ProteinSimple

Dear Terry:

On behalf of ProteinSimple (the “Company”), I am pleased to offer you employment with the Company as Vice President of Sales reporting to Tim Harkness, Chief Executive Officer. This letter sets out the terms of your employment with the Company, which will commence on April 1, 2012.

You will be paid a base salary of $12,083.34 per pay period (Two Hundred Ninety Thousand dollars on an annualized basis) in accordance with the Company’s normal payroll procedure, less standard payroll deductions and withholdings. The status of your position is full-time salaried and is exempt from overtime. You will also be eligible to participate in various Company fringe benefit plans. These include access to group health insurance (medical, dental, and vision insurance coverage), 401(k), and other benefits the Company may make available and provide to its employees, subject to the terms of the applicable plan.

The Company may also consider you for bonuses, although the amount of such bonuses, if any, and the criteria for determining the award of such bonuses, shall be in the sole discretion of the Company and you must remain employed by the Company through payment of the bonus in order to be eligible to receive any bonus payment.

We strongly believe that our collective success will depend on the quality of the people and their equity involvement in the Company in the long term. As such, subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 700,000 (Seven Hundred Thousand) shares of Company common stock under the Company’s 2003 stock option plan at an exercise price equal to the fair market value of that stock on your option grant date. Twenty five percent of the option will vest on the first anniversary of your initial date of employment. After that one year period, the option will vest at 1/48th per month, and will be subject to the terms and conditions of the Company’s stock option plan and standard form of stock option agreement, which you will be required to sign as a condition of receiving the option. Your participation in any stock option or employee benefit program is not to be regarded as assuring your continuing employment with the Company for any particular period of time.

You should be aware that your employment with the Company is for no special period. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause. Further, this provision cannot be altered or amended absent a writing signed by you and the Chief Executive Officer of the Company. This offer is contingent upon successful completion of a background screening and reference check.

This agreement, the referenced stock option agreement and the included Employee Proprietary Information and Inventions Agreement constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all other promises, negotiations, representations or agreements between you and the Company, whether written or oral. This letter agreement shall be construed and interpreted in accordance with the laws of the State of California.

ProteinSimple

3040 Oakmead Village Drive, Santa Clara CA 95051

T 408 510 5500 F 408 510 5599

proteinsimple.com

You hereby represent that your employment with the Company will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by you in confidence or in trust prior to becoming an employee of the Company, and you will not improperly use or disclose to the Company, or induce the Company to use or disclose, any confidential or proprietary information or material belonging to any previous employer or others. You further agree to not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or other person to whom you have an obligation of confidentiality unless consented to in writing by that former employer or person and the Company.

You also must establish your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work.

Please indicate your acceptance of our offer of employment by signing one copy of the offer letter, in the space indicated below, and returning it to us by 5:00 pm on Friday, March 2, 2012. If we do not receive your signed copies by this time, this offer will be considered to be null and void. For your convenience, you may fax these signed documents to Ronele McCurdy at (650) 539-5854 or scan the pages and e-mail them to her in confidence at: ronele.mccurdy@proteinsimple.com.

Terry, we are confident that you will find this position both challenging and rewarding, and we are sure that you will make a significant contribution to the continued success of ProteinSimple. We look forward to your favorable reply and a productive and enjoyable work relationship!

Sincerely,

ProteinSimple

By:	/s/Jason Novi	Date: March 1, 2012
	Jason Novi
	Chief Financial Officer

I agree to and accept employment with ProteinSimple on the terms and conditions set forth in this agreement.

By:	/s/ Terry Salyer	Date: 3.2.12
	Terry Salyer

ProteinSimple.

EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my employment or continued employment by ProteinSimple. (the “COMPANY”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1. NONDISCLOSURE

1.1 RECOGNITION OF COMPANY’S RIGHTS; NONDISCLOSURE.

At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.

1.2 PROPRIETARY INFORMATION.

The term “PROPRIETARY INFORMATION” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration but not limitation, “PROPRIETARY INFORMATION” includes (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques hereinafter collectively referred to as “INVENTIONS”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and my own, skill, knowledge, know-how and experience to whatever extent and in whichever way I wish.

1.3 THIRD PARTY INFORMATION.

I understand, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“THIRD PARTY INFORMATION”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

ProteinSimple

3040 Oakmead Village Drive, Santa Clara CA 95051

T 408 510 5500 F 408 510 5599

proteinsimple.com

1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.

During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

2. ASSIGNMENT OF INVENTIONS.

2.1 PROPRIETARY RIGHTS.

The term “PROPRIETARY RIGHTS” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2 PRIOR INVENTIONS.

Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on EXHIBIT B (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “PRIOR INVENTIONS”). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in EXHIBIT B but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on EXHIBIT B for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicenses) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company’s prior written consent.

2.3 ASSIGNMENT OF INVENTIONS.

Subject to Sections 2.4, and 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registerable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “COMPANY INVENTIONS.”

2.4 NONASSIGNABLE INVENTIONS.

This Agreement does not apply to an Invention that qualifies fully as a non-assignable Invention under Section 2870 of the California Labor Code (hereinafter “SECTION 2870”). I have reviewed the notification on EXHIBIT A (Limited Exclusion Notification) and agree that my signature acknowledges receipt of the notification.

2.5 OBLIGATION TO KEEP COMPANY INFORMED.

During the period of my employment and for six (6) months after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within a year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2870; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2870. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2870.

2.6 GOVERNMENT OR THIRD PARTY.

I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

2.7 WORKS FOR HIRE.

I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.8 ENFORCEMENT OF PROPRIETARY RIGHTS.

I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

2.9 COMPANY MATERIALS.

In addition to the foregoing, I understand that the Company possesses or will possess “Company Materials” which are important to its business. For purposes of this Agreement, “Company Materials” are documents or other media or tangible items that contain or embody Proprietary Information or any other information concerning the business, operations or plans of the Company, whether such documents have been prepared by me or by others. “Company Materials” include, without limitation, blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products, and the like. All Company Materials shall be the sole property of the Company. I agree that during my employment by the Company, I will not physically or electronically remove or transmit any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except for a proper purpose in connection with performing the duties of my employment. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of the Company; and (iii) my copy of this Agreement.

3. RECORDS.

I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4. ADDITIONAL ACTIVITIES.

I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any employment or business activity that is in any way competitive with the business or proposed business of the Company, and I will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. The provisions of this paragraph shall apply both during normal working hours and at all other times including, without limitation, nights, weekends and vacation time, while I am employed by the Company. I agree further that for the period of my employment by the Company and for one (1) year after the date of termination of my employment by the Company I will not induce any employee or consultant of the Company to leave the employ of the Company.

5. NO CONFLICTING OBLIGATION.

I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

6. RETURN OF COMPANY DOCUMENTS.

When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company (including Company Materials). I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement.

7. LEGAL AND EQUITABLE REMEDIES.

Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

8. NOTICES.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

9. NOTIFICATION OF NEW EMPLOYER.

In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

10. GENERAL PROVISIONS.

10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION.

This Agreement will be governed by and construed according to the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in San Mateo County, California for any lawsuit filed there against me by Company arising from or related to this Agreement.

10.2 SEVERABILITY.

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10.3 SUCCESSORS AND ASSIGNS.

This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

10.4 SURVIVAL.

The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to any successor in interest or other assignee.

10.5 EMPLOYMENT.

I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

10.6 WAIVER.

No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

10.7 ENTIRE AGREEMENT.

The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us; provided, however, that this Agreement does not set forth all the terms and conditions of my employment with the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the first day of my employment with the Company, namely: April 1^st, 2012

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

Dated: 4.17.12

/s/ Terry Salyer

(SIGNATURE)

Terry Salyer

(PRINTED NAME)

ACCEPTED AND AGREED TO:

ProteinSimple.

By:

/s/ Ronele McCurdy

Title:

Director HR

3040 Oakmead Village Dr.

(Address)

Santa Clara, CA

Dated:

3/28/12

EXHIBIT A

LIMITED EXCLUSION NOTIFICATION

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:

1. Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company;

2. Result from any work performed by you for the Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

I ACKNOWLEDGE RECEIPT of a copy of this notification.

By:

/s/ Terry Salyer

(PRINTED NAME OF EMPLOYEE)

Date: 3-28-12

WITNESSED BY:

Ronele McCurdy

(PRINTED NAME OF REPRESENTATIVE)

EXHIBIT B

TO:	ProteinSimple.
FROM:	Terry Salyer
DATE:	4-1-12
SUBJECT:	PREVIOUS INVENTIONS
1.	Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by ProteinSimple, (the “COMPANY”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
x	No inventions or improvements.
¨	See below:
¨	Additional sheets attached.
2.	Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
	INVENTION OR IMPROVEMENT	PARTY(IES)	RELATIONSHIP
1.
2.
3.
¨.	Additional sheets attached.

EX-10

EXHIBIT 10.14

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT PLAN

Section 1. INTRODUCTION.

The Cell Biosciences, Inc. Executive Severance Benefit Plan (the “Plan”), established effective April 28, 2009, was amended and restated by the Board of Directors of Cell Biosciences, Inc. (the “Company”) on February 3, 2011. The purpose of the Plan is to provide for the payment of severance benefits to certain executive employees of the Company upon the termination of their employment under specified circumstances. This Plan shall supersede any executive severance benefit agreement, plan, policy or practice previously maintained or entered into by the Company for or with any Eligible Employee (as defined in Section 2(a)(1) below). This Plan document is also the Summary Plan Description for the Plan.

Section 2. ELIGIBILITY FOR BENEFITS.

(a) General Rules. Subject to the requirements set forth herein, the Company will grant severance benefits under the Plan to Eligible Employees.

(1) Definition of “Eligible Employee.” For purposes of this Plan, Eligible Employees shall be those employees of the Company who are approved for participation in the Plan by the Company’s Board of Directors (the “Board”) as listed in APPENDIX A hereto and who sign and return a Participation Agreement in the form attached hereto as APPENDIX B within thirty (30) days following his or her notification of selection for participation in the Plan. The determination of whether an employee is an Eligible Employee shall be made by the Board, in its sole discretion, and such determination shall be binding and conclusive on all persons. If an employee who is deemed an Eligible Employee by the Board has an individually negotiated employment agreement with the Company relating to severance benefits that is in effect on his or her termination date, the provisions of that agreement relating to severance benefits shall be superseded by the terms of this Plan; provided, however, that all other remaining provisions of that agreement shall remain in effect.

(2) Release of Claims. To be eligible to receive benefits under the Plan, an Eligible Employee must execute a general waiver and release in substantially the form attached hereto as EXHIBIT A, EXHIBIT B or EXHIBIT C, as appropriate, within the time provided therein, and such release must become effective in accordance with its terms, but in all cases the release must become effective within sixty (60) days following the date of the Eligible Employee’s “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). The Company, in its sole discretion, may modify the form of the required release to comply with applicable law and shall determine the form of the required release, which may be incorporated into a termination agreement or other agreement with the Eligible Employee. Such release shall include confirmation of the Eligible Employee’s obligations under any confidentiality and/or proprietary information agreement and non-solicitation provisions as deemed appropriate by the Company in its sole discretion, in accordance with applicable law.

(3) Return of Property. To be eligible to receive benefits under the Plan, an Eligible Employee must return all Company property which he or she has had in his or her possession at any time, including but not limited to any materials which contain or embody any proprietary or confidential information of the Company and any computers, mobile telephones or other physical property.

(b) Exceptions to Benefit Entitlement. An employee, including an employee who otherwise is an Eligible Employee, will not receive benefits under the Plan if the employee is terminated for Cause (as defined herein), if the employee resigns without Good Reason (as defined herein), or if the employee’s employment is terminated as a result of the employee’s death or disability, in each case as determined by the Company in its sole discretion.

Section 3. AMOUNT OF BENEFIT.

(a) Termination without Cause. If, at any time other than during the period commencing immediately prior to the effective date of a Change of Control (as defined herein) and ending twelve (12) months following the effective date of the Change of Control, the Company terminates an Eligible Employee’s employment without Cause, and such termination constitutes a “separation from service” (as defined above), the Company shall provide the Eligible Employee with the following severance benefits:

(1) A cash severance benefit in an amount equal to six (6) months of the Eligible Employee’s Base Salary (as defined herein), subject to withholdings and deductions, which aggregate amount shall be paid in a lump sum on the first regular payroll date following the effective date of the Eligible Employee’s release of claims; provided, however, the payment shall be made no later than March 15 of the year following the year of termination; and

(2) Provided that the Eligible Employee is eligible to continue coverage under a health, dental, or vision plan sponsored by the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at the time of the Eligible Employee’s termination and timely elects such continuation of coverage under COBRA, the Company will pay COBRA premiums on behalf of the Eligible Employee and his eligible dependents for a period of up to six (6) months following the Eligible Employee’s termination of employment (but in no event longer that the date on which the Eligible Employee or his eligible dependents cease to be eligible for COBRA). Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to the Eligible Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Eligible Employee would be required to pay to continue the Eligible Employee’s group health coverage in effect on the date of the Eligible Employee’s termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether the Eligible Employee elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which the Eligible Employee obtains other employment or (y) the last day of the sixth (6^th) calendar month following the Eligible Employee’s termination date. Upon the conclusion of such period of insurance premium payments made by the Company, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the

2.

duration of the COBRA period. No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment of any applicable insurance premiums will be credited as payment by the Eligible Employee for purposes of the Eligible Employee’s payment required under COBRA. Therefore, the period during which an Eligible Employee may elect to continue the Company’s health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the obligation to pay insurance premiums that the Company pays in accordance with the foregoing) will be applied in the same manner that such rules would apply in the absence of this Plan. For purposes of this Section 3(a)(2), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.

(b) Termination without Cause or Resignation for Good Reason Following a Change of Control. If the Company terminates an Eligible Employee’s employment without Cause, or the Eligible Employee resigns for Good Reason, in either case, at any time during the period commencing immediately prior to the effective date of a Change of Control and ending twelve (12) months following the effective date of the Change of Control, and provided such termination constitutes a “separation from service”, then the Company shall provide the Eligible Employee with the following severance benefits:

(1) A cash severance benefit in an amount equal to the sum of (i) nine (9) months of the Eligible Employee’s Base Salary, (ii) the prior year’s annual incentive bonus amount actually earned by the Eligible Employee (if not yet paid), (iii) seventy-five percent (75%) of the Eligible Employee’s Target Bonus (as defined below) for the year in which the termination occurs, and (iv) a pro rata portion of the Eligible Employee’s Target Bonus based on the number of months worked during the year in which the termination occurs, subject to withholdings and deductions, which aggregate amount shall be paid in a lump sum on the first regular payroll date following the effective date of the Eligible Employee’s release of claims; provided, however, the payment shall be made later than March 15 of the year following the year of termination;

(2) The same COBRA benefit provided in Section 3(a)(2) except that such benefit shall be for up to nine (9) months; and

(3) Full acceleration of the vesting of the unvested shares of common stock held by the Eligible Employee that were issued pursuant to his or her compensatory equity awards and of the unvested shares of common stock subject to unexercised stock options then held by the Eligible Employee.

(c) Definitions.

(1) Base Salary. For purposes of calculating Plan benefits, “Base Salary” shall mean the Eligible Employee’s base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation), at the rate in effect

3.

during the last regularly scheduled payroll period immediately preceding the Eligible Employee’s termination (ignoring any reduction in Base Salary that is the basis for the Eligible Employee’s resignation for Good Reason, as applicable).

(2) Cause. For purposes of this Plan, “Cause” shall mean that the Eligible Employee committed, or there has occurred, one or more of the following: (a) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the Eligible Employee has committed a felony under the laws of the United States or of any state of a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company; (b) material breach of any agreement entered into between the Eligible Employee and the Company that impairs the Company’s interest therein; (c) willful misconduct, or gross neglect by such Eligible Employee of his or her duties, if such conduct is not cured within seven (7) days of the Eligible Employee’s receipt of written notice (provided that such conduct can reasonably be cured); (d) an unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (e) engagement in any activity that constitutes a material conflict of interest with the Company. The Eligible Employee’s death or physical or mental disability shall also constitute Cause for termination hereunder. Cause to terminate employment based on the Eligible Employee’s physical or mental disability shall exist if any illness, disability or other incapacity renders the Eligible Employee physically or mentally unable to regularly perform his or her duties hereunder for a period in excess of sixty (60) consecutive days or more than ninety (90) days in any consecutive twelve (12) month period. The Board of Directors shall make a good faith determination of whether the Eligible Employee is physically or mentally unable to regularly perform his or her duties, subject to its review and consideration of any physical and/or mental health information provided to it by the Eligible Employee.

(3) Change of Control. For purposes of the Plan, a “Change of Control” shall have the meaning given to the term “Change in Control” as set forth in the Company’s 2003 Stock Option/Stock Issuance Plan in effect on the date hereof and as amended and/or restated from time to time. Notwithstanding the foregoing, if the Company or a successor hereto subsequently determines that the Plan Payments (as defined below) constitute deferred compensation under Section 409A (as defined below), a “Change of Control” shall be limited to a transaction satisfying the requirements of Treasury Regulation Sections 1.409A-3(c)(1) (regarding alternative payment schedules) and 1.409A-3(i)(5) (defining a change in control event, without regard to the alternative definitions thereunder).

(4) Good Reason. For purposes of this Plan, “Good Reason” shall mean the Eligible Employee’s resignation from all positions he or she then-holds with the Company if any one of the following events occurs without his or her consent: (A) (I) any material reduction of the Eligible Employee’s then current annual base salary, except to the extent that the annual base salary of all other officers of the Company is similarly reduced; (II) any material diminution of the Eligible Employee’s authority, duties or responsibilities; (III) any material diminution in the authority, duties or responsibilities of the supervisor to whom the service provider is required to report, (IV) any requirement that the Eligible Employee relocate to a work site that would increase his or her one-way commute distance by more than thirty-five (35) miles; or (V) any material breach by the Company of its obligations under this Plan or the employment agreement between the Company and the Eligible Employee, (B) the Eligible

4.

Employee provides written notice to the Company’s Chief Executive Officer within the forty-five (45) days immediately following such material change or reduction, (C) such material change or reduction is not remedied by the Company within forty-five (45) days following the Company’s receipt of such written notice, and (D) the Eligible Employee’s resignation is effective not later than thirty (30) days after the expiration of such cure period.

(5) Target Bonus. For purposes of calculating Plan benefits, “Target Bonus” shall mean the greater of (i) the Eligible Employee’s target annual incentive bonus amount as most recently determined for the year of termination by the Company, generally (but not necessarily) expressed as a percentage of Base Salary or (ii) the Eligible Employee’s actual annual incentive bonus amount paid for the prior calendar year.

(d) Other Employee Benefits. All other benefits (such as life insurance, disability coverage, and 401(k) plan coverage) terminate as of the Eligible Employee’s termination date (except to the extent that a conversion privilege at the Eligible Employee’s expense may be available thereunder).

(e) Certain Reductions. The Company shall reduce an Eligible Employee’s severance benefits, to the greatest extent possible, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (ii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. The benefits provided under this Plan are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to the Company’s statutory obligation.

Section 4. LIMITATIONS ON PAYMENTS.

(a) Taxes and Offsets. All payments under the Plan will be subject to applicable withholding for federal, state and local taxes. If an Eligible Employee is indebted to the Company at his or her termination date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness. In no event shall payment of any Plan benefit be made prior to the Eligible Employee’s separation from service or prior to the effective date of the release described in Section 2(a)(2).

(b) Best After Tax. If any payment or benefit (including payments and benefits pursuant to this Agreement) that an Eligible Employee would receive in connection with a change of control transaction from the Company or otherwise (“Payment”) would (x) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (y) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Payment are paid to the Eligible Employee, which of the

5.

following two alternative forms of payment would maximize the Eligible Employee’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “Full Payment”), or (ii) payment of only a part of the Payment so that the Eligible Employee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in the Participant’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (A) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and the Eligible Employee shall have no rights to any additional payments and/or benefits constituting the Payment, and (B) reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Eligible Employee. In the event that acceleration of compensation from the Eligible Employee’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.

The independent professional firm engaged by the Company for general tax audit purposes as of the day prior to the effective date of the Change of Control shall make all determinations required to be made under this Section 4(b). If the firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent professional firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such firm required to be made hereunder.

The firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Eligible Employee within fifteen (15) calendar days after the date on which the Eligible Employee’s right to a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such other time as requested by the Company or the Eligible Employee. If the firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Eligible Employee with a statement reasonably acceptable to the Eligible Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the firm made hereunder shall be final, binding and conclusive upon the Company and the Eligible Employee.

(c) Code Section 409A. It is intended that (x) each installment of the severance payments and benefits provided under the Plan (the “Plan Payments”) is a separate “payment” for purposes of Code Section 409A (together, with any state law of similar effect, “Section 409A”), (y) all of the Plan Payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and (z) this Plan will be construed to the greatest extent possible as consistent with those provisions. If the Company (or, if applicable, the successor entity thereto) determines that the Plan Payments constitute “deferred

6.

compensation” under Section 409A and an Eligible Employee is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”) on his or her separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Plan Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six (6) months and one (1) day after the date of his or her separation from service or (ii) the date of the Eligible Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Eligible Employee a lump sum amount equal to the sum of the Plan Payments that the Eligible Employee would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by the Eligible Employee for health insurance coverage under COBRA) if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4(c) and (B) commence paying the balance of the Plan Payments in accordance with the applicable payment schedules set forth in Section 3 above.

Section 5. REEMPLOYMENT.

In the event of an Eligible Employee’s reemployment by the Company during the period of time in respect of which Plan Payments have been paid, the Company, in its sole discretion, may require such Eligible Employee to repay to the Company all or a portion of such Plan Payments as a condition of reemployment.

Section 6. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

(a) Exclusive Discretion. The Plan Administrator (set forth in Section 11(d)) shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

(b) Amendment or Termination. The Company reserves the right to amend or terminate this Plan (including Appendix A) or the benefits provided hereunder at any time prior to a Change of Control; provided, however, that no such amendment or termination shall materially adversely impair the rights of any Eligible Employee under the Plan without his or her written consent.

Section 7. NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed to (i) give any employee or other person any right to be retained in the employ of the Company or (ii) interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

7.

Section 8. LEGAL CONSTRUCTION.

This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not preempted by ERISA, the laws of the State of California.

Section 9. CLAIMS, INQUIRIES AND APPEALS.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative).

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(1) the specific reason or reasons for the denial;

(2) references to the specific Plan provisions upon which the denial is based;

(3) a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA following a denial on review of the claim, as described in Section 9(d) below.

This notice of denial will be given to the applicant within ninety (90) days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied. A request for a review shall be in writing and shall be addressed to the Plan Administrator.

8.

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

(1) the specific reason or reasons for the denial;

(2) references to the specific Plan provisions upon which the denial is based;

(3) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

(4) a statement of the applicant’s right to bring a civil action under section 502(a) of ERISA.

(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Section 9(a) above, (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the

9.

application in accordance with the appeal procedure described in Section 9(c) above, and (iv) has been notified that the Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 9, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

Section 10. BASIS OF PAYMENTS TO AND FROM PLAN.

The Plan shall be unfunded, and all cash payments under the Plan shall be paid only from the general assets of the Company.

Section 11. OTHER PLAN INFORMATION.

(a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used in ERISA) by the Internal Revenue Service is 94-3396256. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions of the Internal Revenue Service is 550.

(b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.

(c) Agent for the Service of Legal Process. The agent for the service of legal process with respect to the Plan is the Plan Administrator.

(d) Plan Sponsor and Administrator. The “Plan Sponsor” and the “Plan Administrator” of the Plan is:

Cell Biosciences, Inc.

3040 Oakmead Village Drive

Santa Clara, CA 95051

The Plan Sponsor’s and Plan Administrator’s telephone number is (408) 510-5500. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.

Section 12. STATEMENT OF ERISA RIGHTS.

Participants in this Plan (which is a welfare benefit plan sponsored by Cell Biosciences, Inc.) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to:

(a) Receive Information About Your Plan and Benefits

(1) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

10.

(2) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Administrator may make a reasonable charge for the copies; and

(3) Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

(b) Prudent Actions by Plan Fiduciaries. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.

(c) Enforce Your Rights. If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan, if applicable, and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.

If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(d) Assistance with Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

11.

Section 13. GENERAL PROVISIONS.

(a) Notices. Any notice, demand or request required or permitted to be given by either the Company or an Eligible Employee pursuant to the terms of this Plan shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail with postage prepaid, and addressed to the parties, in the case of the Company, at the address set forth in Section 11(d) and, in the case of an Eligible Employee, at the address as set forth in the Company’s employment file maintained for the Participant as previously furnished by the Participant or such other address as a party may request by notifying the other in writing.

(b) Transfer and Assignment. The rights and obligations of an Eligible Employee under this Plan may not be transferred or assigned without the prior written consent of the Company. This Plan shall be binding upon any person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder.

(c) Waiver. Any party’s failure to enforce any provision or provisions of this Plan shall not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of this Plan. The rights granted the parties herein are cumulative and shall not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(d) Severability. Should any provision of this Plan (including any appendices hereto) be declared or determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

(e) Section Headings. Section headings in this Plan are included for convenience of reference only and shall not be considered part of this Plan for any other purpose.

Section 14. CIRCULAR 230 DISCLAIMER.

THE FOLLOWING DISCLAIMER IS PROVIDED IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21 CFR PART 10). ANY ADVICE IN THIS PLAN IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY YOU FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON YOU. ANY ADVICE IN THIS PLAN WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S SEVERANCE BENEFIT PLAN. YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

12.

Section 15. EXECUTION.

To record the adoption of the Plan as set forth herein, effective as of April 28, 2009, the Company has caused its duly authorized officer to execute the same as of April 28, 2009. To record the amendment and restatement of the Plan as set forth herein, effective as of February 3, 2011, the Company has caused its duly authorized officer to execute the same as of February 3, 2011.

CELL BIOSCIENCES, INC.
By:	/s/ Timothy A. Harkness
	Timothy A. Harkness
	President and
	Chief Executive Officer

13.

For Employees Age 40 or Older

Individual Termination

EXHIBIT A

RELEASE AGREEMENT

I understand and agree completely to the terms set forth in the Cell Biosciences, Inc. Amended and Restated Executive Severance Benefit Plan (the “Plan”).

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between Cell Biosciences, Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Americans with Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended) and the California Fair Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to agreement or applicable law or to prohibit me for contesting a claim for indemnification made by the Company or any of the other persons released hereunder.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by

1.

For Employees Age 40 or Older

Individual Termination

the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not do so); (c) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven (7) days following the date I sign this Release to revoke the Release by providing written notice to an officer of the Company; and (e) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I sign this Release.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than twenty-one (21) days following the later of the date of the termination of my employment and the date it is provided to me.

EMPLOYEE

Name:

Date:

2.

For Employees Age 40 or Older

Group Termination

EXHIBIT B

RELEASE AGREEMENT

I understand and agree completely to the terms set forth in the Cell Biosciences, Inc. Amended and Restated Executive Severance Benefit Plan (the “Plan”).

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between Cell Biosciences, Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Americans with Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended) and the California Fair Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to agreement or applicable law or to prohibit me for contesting a claim for indemnification made by the Company or any of the other persons released hereunder.

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by

1.

For Employees Age 40 or Older

Group Termination

the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have forty-five (45) days to consider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven (7) days following the date I sign this Release to revoke the Release by providing written notice to an office of the Company; (e) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I sign this Release; and (f) I have received with this Release a detailed list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than forty-five (45) days following the later of the date of the termination of my employment and the date it is provided to me.

EMPLOYEE

Name:

Date:

2.

For Employees Under Age 40

Individual and Group Termination

EXHIBIT C

RELEASE AGREEMENT

I understand and agree completely to the terms set forth in the Cell Biosciences, Inc. Amended and Restated Executive Severance Benefit Plan (the “Plan”).

I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between Cell Biosciences, Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I hereby confirm my obligations under the Company’s proprietary information and inventions agreement.

Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Americans with Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended) and the California Fair Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to agreement or applicable law or to prohibit me for contesting a claim for indemnification made by the Company or any of the other persons released hereunder.

I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims hereunder.

1.

For Employees Under Age 40

Individual and Group Termination

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than fourteen (14) days following the later of the date of the termination of my employment and the date it is provided to me.

EMPLOYEE

Name:

Date:

2.

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT PLAN

APPENDIX A

The Company’s Board of Directors has deemed the following executive employees to be eligible for severance benefits under the Cell Biosciences, Inc. Amended and Restated Executive Severance Benefit Plan (“Eligible Employees”):

Walter Ausserer

Trent Basarsky

Steven Davenport

Robert Gavin

Wilhelm Lachnit

Jason Novi

1.

CELL BIOSCIENCES, INC.

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT PLAN

APPENDIX B

Participation Agreement

By signing below, I hereby accept and agree to the terms of the Cell Biosciences, Inc. Amended and Restated Executive Severance Benefit Plan (the “Plan”). I understand that my rights under the Plan supersede and replace in their entirety any rights I have under any other prior agreements with the Company to receive accelerated vesting of my compensatory equity awards upon a Change of Control and/or upon any termination of my employment with the Company. I also understand and agree that the defined terms used in this Plan, including but not limited to “Cause”, “Good Reason” and “Change of Control” supersede and replace in their entirety for all purposes any such definitions or similarly defined concepts that exist in any other agreements I have entered into with the Company. Capitalized terms used in this Participation Agreement have the meanings set forth in the Plan.

EMPLOYEE

Name:

Date:

1.

EX-10

Exhibit 10.15

PROTEINSIMPLE

MANAGEMENT RETENTION BONUS PLAN

This Management Retention Bonus Plan (the “Plan”), established effective January 21, 2010 by ProteinSimple, a Delaware corporation (the “Company”),was amended by the Board on February 3, 2011 and July 23, 2013.

1. Purpose of the Plan. The Company considers it essential to the operation of the Company that its key employees be retained through a potential Corporate Transaction and wants to augment the incentives provided by existing equity ownership and stock option grants. The purpose of the Plan is to establish a retention bonus pool to provide incentive for key employees to continue in the service of the Company through a potential Corporate Transaction. The Plan is meant to supplement and work in conjunction with, and not to replace, the Company’s other incentive programs, such as its option plans, severance arrangements and other benefits plans, in order to achieve the foregoing purposes.

2. Definitions.

2.1 “Board” means the Board of Directors of the Company, with any members thereof who are Participants hereunder abstaining from any actions taken hereunder.

2.2 “Cause” will mean, with respect to a particular Participant, that the Participant committed, or there has occurred, one or more of the following: (a) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the Participant has committed a felony under the laws of the United States or of any state of a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company; (b) material breach of any agreement entered into between the Participant and the Company that impairs the Company’s interest therein; (c) willful misconduct, or gross neglect by such Participant of his or her duties, if such conduct is not cured within seven (7) days of the Participant’s receipt of written notice (provided that such conduct can reasonably be cured); (d) an unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (e) engagement in any activity that constitutes a material conflict of interest with the Company. The Participant’s death or physical or mental disability shall also constitute Cause for termination hereunder. Cause to terminate employment based on the Participant’s physical or mental disability shall exist if any illness, disability or other incapacity renders the Participant physically or mentally unable to regularly perform his or her duties hereunder for a period in excess of sixty (60) consecutive days or more than ninety (90) days in any consecutive twelve (12) month period. The Administrator shall make a good faith determination of whether the Participant is physically or mentally unable to regularly perform his or her duties, subject to its review and consideration of any physical and/or mental health information provided to it by the Participant.

2.3 “Closing” will mean the initial closing of the Corporate Transaction as defined in the definitive agreement executed in connection with the Corporate Transaction. In the case of a series of transactions constituting a Corporate Transaction, “Closing” means the first closing that satisfies the threshold of the definition for a Corporate Transaction.

2.4 “Code” means the U.S. Internal Revenue Code of 1986, as amended.

2.5 “Contingent Consideration” means the sum of any cash and the Fair Market Value of any securities or other property (after the payment of transaction fees and expenses, including, without limitation, payments to investment bankers and attorneys in connection with a Corporate Transaction) that would be, but for the existence of the Plan, received by the Company or the Securityholders in respect of equity securities of the Company in connection with a Corporate Transaction after the Closing, the receipt of which is contingent upon the passage of time or the occurrence or non-occurrence of some future event(s) or circumstance(s), including, without limitation, amounts of consideration paid at a subsequent closing, and amounts of consideration subject to an escrow, a purchase price adjustment, an earn-out or indemnity claims.

2.6 “Corporate Transaction” will mean the consummation of a transaction or series of transactions that results in (i) any sale or other disposition of all or substantially all of the assets of the Company that occurs over a period of not more than twelve (12) months; or (ii) any person, or more than one person acting as a group, acquiring ownership of stock of the Company, that together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, a Corporate Transaction will not include (1) any consolidation or merger effected exclusively to change the domicile of the Company, or (2) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. This definition of Corporate Transaction is intended to conform to the definitions of “change in ownership of a corporation” and “change in ownership of a substantial portion of a corporation’s assets” provided in Treasury Regulation Sections 1.409A-3(i)(5)(v) and (vii).

2.7 “Corporate Transaction Bonus” with respect to a Participant will be an amount equal to the product of (i) the Participant’s Participation Percentage as of the Closing, multiplied by (ii) the Corporate Transaction Bonus Pool.

2.8 “Corporate Transaction Bonus Pool” will be an amount of consideration equal to either: (i) five percent (5%) of the Total Consideration if the Total Consideration for a Corporate Transaction is less than $275,000,000; (ii) six percent (6%) of the Total Consideration if the Total Consideration for a Corporate Transaction is equal to or greater than $275,000,000 and less than or equal to $300,000,000; or (ii) seven (7%) of the Total Consideration if the Total Consideration for a Corporate Transaction is greater than $300,000,000. Notwithstanding the foregoing, in the event that the aggregate amount payable to all Participants in connection with a Corporate Transaction with respect to actual shares of stock or shares of stock issuable pursuant to outstanding stock options of the Participants (“Other Equity Payments”) and with respect to bonus payments that would be made under this Plan under the applicable percentage described above, exceeds 15.3% of the Total Consideration in the Corporate Transaction, the amount of the Corporate Transaction Bonus Pool shall be reduced such that when added to the Other Equity Payments, the aggregate amount payable to the Participants in a Corporate Transaction shall not exceed 15.3% of the Total Consideration.

2.

2.9 “Fair Market Value” will be the value determined by the Board (or the Representative, as applicable) as of the applicable date in its sole discretion in accordance with Section Code 409A to the extent applicable, and such determination will be final and binding.

2.10 “Initial Consideration” means the sum of any cash and the Fair Market Value of any securities or other property to be received by the Company or the Securityholders in respect of equity securities of the Company upon the Closing of the Corporate Transaction (including the total value of (i) any stock option or warrant exercise proceeds, whether paid directly or net-exercised in connection with the Corporate Transaction and (ii) any payments made in connection with the Corporate Transaction pursuant to outstanding promissory notes previously issued as consideration for the exercise of stock options) after the payment of transaction fees and expenses (including, without limitation, payments to investment bankers and attorneys in connection with a Corporate Transaction) that would be, but for the existence of the Plan, legally available for payment or distribution to the Securityholders at the Closing. Initial Consideration does not include any Contingent Consideration.

2.11 “Participant” will mean an employee of the Company holding the title of Vice President or above who has been designated as a Participant by the Administrator and who has signed and returned a valid Participation Agreement to the Company within forty-five (45) days after being provided such agreement, as set forth on EXHIBIT A hereto, as the same may be amended from time to time.

2.12 “Participation Agreement” will mean an agreement between a Participant and the Company in substantially the form of EXHIBIT B hereto.

2.13 “Participation Percentage” will mean the percentage determined in accordance with Section 4.1.

2.14 “Representative” will mean one or more members of the Board or persons designated by the Board prior to or in connection with a Corporate Transaction, provided no such persons may be Participants.

2.15 “Resignation for Good Reason” will mean with respect to a particular Participant, the Participant’s resignation from all positions he or she then holds with the Company, in a manner that constitutes a “separation from service” under Treasury Regulation Section 1.409A-1(h), as a result of the occurrence of any of the following events, conditions or actions taken by the Company without Cause and without such Participant’s consent: (i) any material reduction of the Participant’s then current annual base salary, except to the extent that the annual base salary of all other officers of the Company is similarly reduced; (ii) any material diminution of the Participant’s authority, duties or responsibilities; (iii) any material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report, (IV) any requirement that the Participant relocate to a work site that would increase his or her one-way commute distance by more than thirty-five (35) miles; or (iv) any material breach by the Company of its obligations under this Plan or the employment agreement between the Company and the Participant; provided, however, that the Participant must (1) provide written notice of the occurrence of such event to the Company’s Chief Executive Officer (or to the Board in the case of a Participant who is the Chief Executive Officer) within the forty-five (45)

3.

days immediately following the occurrence of such event, (2) allow the Company forty-five (45) days to cure such event or condition, and (3) if the Company does not cure such event within such period, the resignation is effective not later than thirty (30) days after the conclusion of such cure period.

2.16 “Securityholders” will mean the stockholders, option holders and warrant holders of the Company.

2.17 “Total Consideration” means the sum of the Initial Consideration and the Contingent Consideration.

3. Interpretation and Administration of the Plan.

3.1 Prior to the Closing, the Plan will be interpreted and administered by the Compensation Committee of the Board (the “Administrator”), whose actions in interpreting the terms of the Plan and administration of the Plan will be final and binding on all Participants.

3.2 Upon and after the Closing, the Plan will be interpreted and administered in good faith by the Representative. All actions taken by the Representative in interpreting the terms of the Plan and administration of the Plan will be final and binding on all Participants.

4. Allocation of the Corporate Transaction Bonus Pool.

4.1 The Plan will operate through the award of Corporate Transaction Bonus payments to Participants who meet the eligibility requirements of Section 5 and the conditions to receiving a Corporate Transaction Bonus set forth in the Plan. For each Participant, his or her Participation Percentage shall be a number equal to a fraction, the numerator of which is the number of shares of the Company’s Common Stock held by the Participant (in actual shares of stock or shares of stock issuable pursuant to outstanding stock options) as of the Closing and the denominator of which is the total number of shares of the Company’s Common Stock held by all Participants (in actual shares of stock or shares of stock issuable pursuant to outstanding stock options) as of the Closing.

4.2 A Participation Agreement signed by a duly authorized officer of the Company and each Participant will be issued to each Participant, which agreement will contain such terms as the Administrator deems necessary or advisable in the administration of the Plan.

5. Eligibility to Earn a Corporate Transaction Bonus.

5.1 Except as otherwise provided in a Participant’s Participation Agreement and Section 6 below, each Participant will become vested in the Participation Percentage awarded to him or her upon the Closing subject to the Participant’s continued service with the Company through the Closing; provided however, that in the event the Closing occurs within sixty (60) days after a Participant’s termination of employment or service with the Company either (i) by the Company without Cause (and other than as a result of his or her death or disability) or (ii) by the Participant pursuant to a Resignation for Good Reason, a Participant will still become fully vested in the Participation Percentage awarded to him or her upon the Closing. If a Participant’s Participation Percentage fails to vest upon the Closing, then such Participant will not be entitled to receive any Corporate Transaction Bonus in respect of such Participation Percentage.

4.

5.2 Notwithstanding any provision to the contrary in the Plan, a Participant will not earn or be entitled to any portion of the Corporate Transaction Bonus provided under the Plan until the Closing.

6. Payment of Corporate Transaction Bonus.

6.1 If the conditions for earning the Corporate Transaction Bonus set forth in the Plan and the applicable Participation Agreement are satisfied, each Participant will be entitled to earn and be paid his or her Corporate Transaction Bonus as follows:

(i) A Participant will be paid the Corporate Transaction Bonus in a lump sum on the thirtieth (30^th) day following the Closing, except as set forth in Section 6.1(ii)-(iii) below.

(ii) To the extent the Total Consideration includes any Contingent Consideration, the portion of the Corporate Transaction Bonus that may be earned and payable in respect of such amounts of Contingent Consideration will be subject to the same conditions (including but not limited to any escrow arrangement, indemnity obligation, or earn-out) (the “Conditions”) on payment imposed on all other Securityholders with respect to their rights to the Contingent Consideration to the same extent the Conditions are imposed on the Contingent Consideration (i.e., on a pro-rata basis) (such portion of the Corporate Transaction Bonus subject to the Conditions, the “Unvested Consideration”). Except as set forth in Section 6.1(iii) below, the Unvested Consideration will be paid in a lump sum, as, if and when the Contingent Consideration is paid to the Securityholders, but in no event later than thirty (30) days following the date on which the applicable Condition is satisfied.

(iii) To the extent that a Condition, when applied to the Corporate Transaction Bonus, would not constitute a “substantial risk of forfeiture” (as defined in Treasury Regulations Section 1.409A-1(d)), such that the Unvested Consideration related to such Condition would not be reasonably likely to be payable in compliance with either Treasury Regulation Section 1.409A-1(b)(4) or Treasury Regulation Section 1.409A-3(i)(5)(iv)(A), or to the extent the Administrator determines the Unvested Consideration is not otherwise payable in compliance with or under an exemption from Section 409A, the Participant shall be paid the Unvested Consideration related to such Condition, subject to any reduction made by the Administrator based on the Fair Market Value (as of the Closing) of the Unvested Consideration as a result of the existence of the Condition (that is, the present value of the Corporate Transaction Bonus that may be earned upon satisfaction of the Condition), in a lump sum on the thirtieth (30^th) day following the effective date of the Corporate Transaction.

6.2 It is intended that each installment of the payments provided under the Plan (the “Plan Payments”) is a separate “payment” for purposes Section 1.409A-2(b)(2)(i) of the Treasury Regulations. For the avoidance of doubt, it is intended that the Plan Payments satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder and any state law of similar effect (collectively “Section 409A”) provided under Treasury Regulations Section 1.409A-1(b)(4)

5.

and, to the extent not so exempt, that the Plan Payments comply, and the Plan be interpreted to the greatest extent possible as consistent, with Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) – that is, as “transaction-based compensation.” Therefore, no Plan Payments pursuant to Section 6.1(ii)-(iii) will be earned or paid after the fifth (5th) anniversary of the Closing and the Participants will not be entitled to any payments under the Plan with respect to any Contingent Consideration after such date.

6.3 The Corporate Transaction Bonus will be paid in the same forms and in the same proportions as the Total Consideration is paid by the acquirer to the Securityholders.

6.4 In addition to any other restrictions imposed on the payments to be made pursuant to the Plan, any securities that are issued to the Participants under the Plan will be subject to the same or similar restrictions as imposed by the acquiring company on the securities distributed to the Securityholders as part of the Total Consideration on the terms set forth in the agreement pursuant to which the Corporate Transaction occurs.

7. Release. As a further condition to earning a Corporate Transaction Bonus, a Participant must execute and allow to become effective a general release of claims in substantially the form of Exhibit C within thirty (30) days after the Closing. If any Participant refuses to execute such release and allow it to become effective within such time period, then such Participant will not be eligible to earn a Corporate Transaction Bonus and the Corporate Transaction Bonus otherwise payable to such Participant will be forfeited by such Participant.

8. Withholding of Compensation. The Company or the acquirer in a Corporate Transaction will withhold from any payments under the Plan and from any other amounts payable to a Participant by the Company or such acquirer any amount required to satisfy the income and employment tax withholding obligations arising under applicable federal and state laws in respect of the Corporate Transaction Bonus. Without limiting the forgoing, the Company or such acquirer may, in it sole discretion, satisfy the tax withholding obligations by withholding from any securities otherwise issuable to a Participant pursuant to the Plan a number of whole shares of such issuable capital stock having a Fair Market Value as of the date of payment, not in excess of the minimum amount of tax required to be withheld by law. The Company or such acquirer may require the Participant to satisfy any remaining amount of the tax withholding obligations by tendering a cash payment. Each Participant is encouraged to contact his or her personal legal or tax advisors with respect to the benefits provided by the Plan. Neither the Company nor any of its employees, directors officers or agents are authorized to provide any tax advice to Participants with respect to the benefits provided under the Plan.

9. Parachute Payments. Any provision of the Plan to the contrary notwithstanding, if any payment or benefit a Participant would receive from the Company pursuant to the Plan or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (defined below). The “Reduced Amount” will be either (l) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the

6.

highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in such Participant’s receipt, on an after-tax basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under the Reduced Amount alternative, and the Participant will have no rights to any additional payments and/or benefits constituting the Payment, and (y) reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s equity awards. In no event will the Company or any stockholder be liable to any Participant for any amounts not paid as a result of the operation of this Section 9. The professional firm engaged by the Company for general tax audit purposes as of the day prior to the Closing will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquirer, the Company will appoint a nationally recognized tax firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The tax firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company and the Participant within fifteen (15) days before the Closing (if requested at that time by the Company or the Participant) or such other reasonable time as requested by the Company or a Participant. If the tax firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish the Company and each Participant with documentation that no Excise Tax is reasonably likely to be imposed with respect to such Payment. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company and the Participant.

10. No Guarantee of Employment. The Plan is intended to provide a financial incentive to Participants and is not intended to confer any rights to continued employment upon Participants whose employment will remain at-will and subject to termination by either the Company or Participant at any time, with or without cause or notice.

11. No Equity Interest; Status as Creditor. Neither the Plan nor the allocation of Participation Percentages hereunder creates or conveys any equity or ownership interest in the Company or any rights commonly associated with any such interest, including, but not limited to, the right to vote on any matters put before the Company’s stockholders. The Participation Percentages do not constitute “securities” of the Company. A Participant’s sole right under the Plan will be as a general unsecured creditor of the Company and the acquiring or surviving corporation.

12. No Assignment or Transfer by Participant. None of the rights, benefits, obligations or duties under the Plan may be assigned or transferred by any Participant except by will or under the laws of descent and distribution. Any purported assignment or transfer by any such Participant will be void.

7.

13. Termination of the Plan. The Plan and all awards of Participation Percentages hereunder will terminate and no amounts will be earned and payable hereunder as of and effective on the earliest to occur of (i) any liquidation, dissolution or winding up of the Company, (ii) at such time as all earned payments due under the Plan have been paid, including any payments in respect of Contingent Consideration, or (iii) the Company’s first underwritten public offering of its Common Stock registered under the Securities Act of 1933, as amended.

14. Amendment of the Plan. The Plan may be amended by the Administrator (or the Representative, as applicable), provided that no amendment will adversely affect the rights of a Participant hereunder without the written consent of each Participant.

15. Governing Law. The rights and obligations of a Participant under the Plan will be governed by and interpreted, construed and enforced in accordance with the laws of the State of California without regard to its or any other jurisdiction’s conflicts of laws principles.

16. Assumption by Acquirer. The Company’s obligations to pay the Corporate Transaction Bonus to Participants hereunder will be deemed to have been appropriately satisfied if the acquiring or surviving corporation in a Corporate Transaction assumes such obligations and pays the Corporate Transaction Bonus as provided hereunder.

17. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

18. Entire Agreement. The Plan and the executed Participation Agreements set forth all of the agreements and understandings between the Company and Participants with respect to the subject matter hereof, and supersedes and terminates all prior agreements and understandings between the Company and Participants with respect to the subject matter hereof.

[INTENTIONALLY LEFT BLANK]

8.

EXHIBIT A

PLAN PARTICIPANTS

Timothy Harkness

Jason Novi

Trent Basarsky

Bob Gavin

Terry Salyer

EXHIBIT B

PROTEINSIMPLE

MANAGEMENT RETENTION BONUS PLAN

PARTICIPATION AGREEMENT

This Participation Agreement (the “Participation Agreement”) is entered into by and between ProteinSimple, a Delaware corporation (the “Company”), and the undersigned employee of the Company, as of the date set forth below.

This Participation Agreement is attached to a copy of the ProteinSimple Management Retention Bonus Plan (the “Plan”), as amended by the Board of Directors of the Company on February 3, 2011 and July 23, 2013. Each capitalized term not defined in this Participation Agreement will have the meaning ascribed to such term in the Plan.

The Administrator has designated you a Participant in the Plan, and has awarded you the right to earn a bonus under the Plan in accordance with your Participation Percentage as determined under the Plan. This Participation Agreement supersedes in its entirety any prior agreement you executed in connection with the Plan.

You are encouraged to read the Plan in its entirety. The final decision as to whether you have earned any payments under the Plan will be made by the Administrator or the Representative in accordance with the Plan.

To indicate your acceptance of your designation as a Participant in the Plan, please sign a copy of this Participation Agreement in the space indicated below and return it to             on or before             , 201    .

ProteinSimple

By:

Name: [                            ]

Title: Member, Board of Directors

ACCEPTED AND ACKNOWLEDGED:

I hereby accept my designation as a Participant in the ProteinSimple Management Retention Bonus Plan.

Dated:	By:
	Name:

EXHIBIT C

FORM OF GENERAL RELEASE

I understand that I have accepted my designation as a Participant in the Management Retention Bonus Plan (the “Plan”) of ProteinSimple (the “Company”). In consideration of receiving certain benefits under the Plan, I have agreed to sign this Release. I understand that I am not entitled to benefits under the Plan unless I sign this Release.

In consideration for the benefits I am receiving under the Plan, I hereby release the Company and its current and former officers, directors, agents, attorneys, employees, stockholders, parents, subsidiaries, and affiliates and the Representative from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: all federal and state statutory and common law claims, claims related to my employment or the termination of my employment or related to breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of equity or compensation.

I understand that I am not releasing any claim that cannot be waived under applicable state or federal law. I am not releasing any rights that I have to be indemnified (including any right to reimbursement of expenses), arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of the Company), any indemnification agreement between me and the Company, or any directors’ and officers’ liability insurance policy of the Company, for any liabilities arising from my actions within the course and scope of my employment with the Company [or within the course and scope of my role as a member of the Board of Directors of the Company [for CEO only]]. Nothing in this Release will prevent me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, or the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby acknowledge and agree that I will not recover any monetary benefits in connection with any such proceeding with regard to any claim released in this Release. Nothing in this Release will prevent me from challenging the validity of my general release in a legal or administrative proceeding.

In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Dated:	By:
	Name:

EX-10

EXHIBIT 10.16

LIMITED RECOURSE PROMISSORY NOTE

$	Santa Clara, California
	January     , 2013

For Value Received, the undersigned hereby unconditionally promises to pay to the order of ProteinSimple, a Delaware corporation (the “Company”), at 3040 Oakmead Village Drive, Santa Clara, California 95051, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of             Dollars ($            ) together with interest accrued from the date hereof on the unpaid principal at the rate of 1.0% per annum, compounded annually, as follows:

Principal Repayment. The outstanding principal amount hereunder shall be due and payable in full on the earliest to occur of the following:

• January     , 2018;

• The dissolution or liquidation of the Company, including a “liquidation” (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time); or

• Within 90 days following the termination of the undersigned’s employment by or association with the Company or its affiliate for any reason.

Additionally, the entire outstanding principal amount hereunder (principal plus all accrued and unpaid interest) shall become immediately due and payable, and the undersigned shall pay such outstanding balance to the Company, immediately prior to the occurrence of any of the following events:

• the Company’s registration of any class of securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Company’s becoming subject to the reporting requirements of Section 15(d) of the Exchange Act, or the Company’s filing of any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission, if the undersigned is at that time serving in a position which would qualify the undersigned as an executive officer of the Company, as such status is determined pursuant to Rule 3b-7 of the Exchange Act, or is otherwise at that time a member of the Company’s Board of Directors; or

• the undersigned’s acceptance of or appointment to a position (whether or not accompanied by a change in title) which would qualify the undersigned as an executive officer of the Company (or any successor entity), as such status is determined pursuant to Rule 3b-7 of the Exchange Act, if the Company (or any successor entity) has at the time a class of securities registered under Section 12 of the Exchange Act, or is at the time required to file reports under Section 15(d) of the Exchange Act, or has filed a registration statement under the Securities Act with the Securities and Exchange Commission which has not yet been withdrawn; or

• any other change in the undersigned’s status or the Company’s status which would cause the loan evidenced by this note to be deemed a prohibited extension or maintenance of credit by the Company under Section 402 of the Sarbanes-Oxley Act of 2002 or other applicable law.

Interest Payments. All accrued and unpaid interest shall be payable in full concurrent with the repayment in full of the principal amount hereof.

Partially Nonrecourse. The full amount of this Note is secured by a pledge of shares of Common Stock of the Company (the “Pledged Shares”), and is subject to all of the terms and provisions of the Early Exercise Stock Purchase Agreement and Stock Pledge Agreement, each dated as of even date herewith, between the undersigned and the Company. Fifty percent (50% ($            ) of the Initial Principal Amount (the “Nonrecourse Portion”) shall be a nonrecourse obligation of the undersigned such that the only recourse of the holder of the Note in the event of the failure of the undersigned to pay the Nonrecourse Portion when due shall be to exercise the rights of the holder as set forth in the Stock Pledge Agreement. The balance of the principal of the Note and all interest accrued shall be a full recourse obligation of the undersigned. All amounts paid toward the satisfaction of this Note shall be applied in the following order: first to the payment of interest as required hereunder and second, pro rata to the payment of (a) principal that is not included within the Nonrecourse Portion and (b) the Nonrecourse Portion of the principal. Notwithstanding the foregoing, upon default, the full value of each Pledged Share shall be first used to satisfy the Nonrecourse Portion of the Note. Any and all amounts paid shall be non-refundable. This Note may be prepaid at any time without penalty.

The undersigned hereby represents and agrees that the amounts due under this Note are not consumer debt, and are not incurred primarily for personal, family or household purposes, but are for business and commercial purposes only.

The undersigned hereby waives presentment, protest and notice of protest, demand for payment, notice of dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.

The holder hereof shall be entitled to recover, and the undersigned agrees to pay when incurred, all costs and expenses of collection of this Note, including without limitation, reasonable attorneys’ fees.

This Note shall be governed by, and construed, enforced and interpreted in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

In Witness Whereof, the undersigned has executed this Limited Recourse Promissory Note as of the date first written above.

[Employee Name]

EX-10

EXHIBIT 10.17

AIR COMMERCIAL REAL ESTATE ASSOCIATION

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET

(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1. Basic Provisions (“Basic Provisions”).

1.1 Parties: This Lease (“Lease”), dated April 16, 2009 (“Commencement Date”) is made by and between Roger J. Eline, as Trustee of the Eline Family Exemption Trust B, and Roger J. Eline, as Trustee of the Eline Family Marital Trust C Dated October 1, 1982 (“Lessor”) and Cell Biosciences Inc., a Delaware corporation (“Lessee”), (collectively the “Parties,” or individually a “Party”).

1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 3040 Oakmead Village Drive located in the County of Santa Clara, State of California, and generally described as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within a Project) all that real property of approximately 24,946 square feet (“Premises”). (See also Paragraph 2)

1.3 Term; Commencement Date; Expiration Date: The “Original Term” shall commence on the Commencement Date, the date of this Lease set forth above and end on June 30, 2014 (“Expiration Date”). (See also Paragraph 3)

1.4 Possession: Lessee may have exclusive possession of the Premises beginning on the Commencement Date provided Lessee has provided evidence of insurance. (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent; Rent Commencement Date: $27,440.00 (“Base Rent”), payable on the first (1st) day of each month commencing July 1, 2009 (“Rent Commencement Date”). (See also Paragraph 4)

x If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.

1.6 Base Rent and Other Monies Paid Upon Execution:

(a) Base Rent: The base rental rate shall be as follows:

July 1, 2009 to June 30, 2010:	$27,440.00 NNN per month
July 1, 2010 to June 30, 2011:	$28,263.80 NNN per month
July 1, 2011 to June 30, 2012:	$29,111.73 NNN per month
July 1, 2012 to June 30, 2013:	$29,985.08 NNN per month
July 1, 2013 to June 30, 2014:	$30,884.63 NNN per month

(b) Security Deposit: $75,000.00 (“Security Deposit”). (See also Paragraph 5)

(c) Association Fees: $N/A” for the period N/A.

(d) TIL Expenses: $5,000 for estimated real estate taxes, casualty insurance and landscape maintenance (collectively “TIL Expenses”) for the period July 1, 2009 to July 31, 2009.

(e) Total Due Upon Execution of this Lease: $27,440 for Base Rent for the period July 1, 2009 to July 31, 2009, $75,000 for Security Deposit, and $5,000 for TIL Expenses for the period from July 1, 2009 to July 31, 2009, for a total of $107,440.00.

1.7 Agreed Use: Lessee will use and occupy the Premises for the purpose of office, research and development, light assembly and storage of Lessee’s products and any related lawful purpose in conformity to municipal zoning requirements and any covenants, conditions and restrictions (“CC&Rs”) applicable to the Premises. (See also Paragraph 6)

1.8 Insuring Party: Lessor is the “Insuring Party” unless otherwise stated herein. (See also Paragraph 8)

1.9 Real Estate Brokers: (See also Paragraph 15)

(a) Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):

x Grubb & Ellis Company represents Lessor exclusively (“Lessor’s Broker”);

x CresaPartners represents Lessee exclusively (“Lessee’s Broker”); or

¨                      represents both Lessor and Lessee (“Dual Agency”).

(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker the fee agreed to in their separate written agreement for the brokerage services rendered by the Brokers.

PAGE 1 OF 25

RE	JN
INITIALS	INITIALS

1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A (“Guarantor”). (See also Paragraph 37)

1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:

x  Grubb & Ellis Company represents Lessor exclusively (“Lessor’s Broker”);

¨  a plot plan depicting the Premises;

¨  a current set of the Rules and Regulations;

¨  a Work Letter;

x  other (specify): Exhibit A, Exhibit B and California Americans With Disabilities Act, Hazardous Materials, and Tax Disclosure.

1.12 Symyx Release Agreement. Symyx Technologies, Inc. (“Symyx”) was the prior occupant of the Premises, and Symyx and Lessor are negotiating an agreement (the “Symyx Release Agreement”), pursuant to which Lessor would release Symyx from its restoration obligations in return for Symyx’s payment to Lessor of the amount of One Hundred Twenty Five Thousand Dollars ($125,000.00) (the “Symyx Payment”). The obligations of Lessor and Lessee under this Lease are conditioned upon the full execution and delivery of the Symyx Release Agreement and the Lessor’s receipt of the Symyx Payment (the “Symyx Condition”) no later than April 20, 2009. If the Symyx Condition has not been satisfied by such date either party may by written notice to the other terminate this Lease.

2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different.

2.2 TI Allowance; Condition. Conditioned upon the satisfaction of the Symyx Condition, Lessor shall make available to Lessee the amount of One Hundred Twenty Five Thousand Dollars ($125,000.00) (the “TI Allowance”) to be used by Lessee for the construction of the initial improvements Lessee wishes to make to the Premises prior to the Rent Commencement Date (the “Initial Tenant Improvements”), in accordance with the provisions of Section 7 below. Lessor shall deliver the Premises to Lessee with the exterior walls painted, the parking lot sealed and re-striped, with any work required in order to comply with the ADA (defined in Paragraph 50 below) completed, broom clean and free of debris on the Commencement Date, and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Commencement Date, warrants that, to the best of Lessor’s knowledge, in the office areas of the Premises the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), sump pumps, if any, and all other such elements in the office areas of the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the roof, bearing walls and foundation of any buildings on the Premises (the “Building”) shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law or any Hazardous Substances. If a non-compliance with said warranty exists as of the Commencement Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) 6 months following the Commencement Date as to the HVAC systems, and (ii) 90 days following the Commencement Date as to the remaining systems and other elements of the Building. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense, unless otherwise expressly provided in this Lease.

        2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Commencement Date correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense, except as otherwise provided in this Lease. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building the reasonably anticipated cost of which is Fifteen Thousand Dollars ($15,000) or more (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

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(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises other than as set forth in this Lease, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee’s decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Possession. Lessor grants Lessee the exclusive right of occupancy of the Premises from the Commencement Date. If Lessee totally or partially occupies the Premises prior to the Rent Commencement Date, Lessee shall have no obligation to pay Base Rent or Operating Expenses, except utilities, until the Rent Commencement Date.

        3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the date this Lease is executed and delivered by both parties. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until the Commencement Date occurs and Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

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3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Commencement Date (not including the payment of Rent and Operating Expenses which obligation shall begin on the Rent Commencement Date, except that Lessee shall pay for utilities beginning on the Commencement Date), notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any conditions other than the payment of Rent prior to or concurrent with the Commencement Date, the Commencement Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier’s check or wire transfer. Payments will be applied first to accrued late charges and attorney’s fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs.

4.3 Operating Expenses. In addition to the Base Rent, the Lessee shall pay monthly to the Lessor an amount of Five Thousand Dollars ($5,000.00) which shall be used as an estimate of the TIL Expenses (real property taxes and assessments, landscape maintenance costs and expenses and casualty insurance premiums required to be paid by Lessee under the terms of this Lease). Prior to March 31 in each year of the Lease, the Lessor will present the Lessee with a copy of each of the actual invoices for the Real Property Taxes and insurance premiums billed to Lessee. Should the Lessee be due a credit, the April rent shall be reduced to compensate the Lessee. Should the Lessee owe additional sums, those monies shall be added to and paid with the April rent.

All other Operating Expenses shall be paid by Lessee directly, except as otherwise provided in this Lease, including, without limitation, in Paragraphs 2.3, 6.2 and 7.

The term “Operating Expenses” shall mean all reasonable costs of operation, maintenance, repair, replacement and management of the Premises as determined in accordance with generally accepted accounting principles. Operating Expenses shall not include:

Management fees, or sums paid to subsidiaries or other affiliates of Lessor for services on or to the Building and/or Premises to the extent that the costs of such services exceed the competitive cost for such services rendered by unrelated persons or entities of similar skill, competence and experience;

Any expenses for which Lessor has received actual reimbursement (other than through Operating Expenses);

Attorney’s fees and other expenses incurred in connection with negotiations or disputes with prospective tenants or tenants or other occupants of the Building;

Costs in connection with leasing space in the Building, including brokerage commissions, brochures and marketing supplies, legal fees in negotiating and preparing lease documents;

Any “tenant allowances”, “tenant concessions” and other costs or expenses incurred in fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants or other occupants of the Building, or vacant leaseable space in the Building, except in connection with general maintenance and repairs provided to the tenants of the Building in general;

The cost or expense of any services or benefits provided generally to other tenants in the Building and not provided or available to Lessee;

Advertising and promotional expenditures.;

Fines, costs or penalties incurred as a result and to the extent of a violation by Lessor of any applicable laws or by late payment by Lessor, unless the violation was originally caused by the Lessee;

Any fines, penalties or interest resulting from the gross negligence or willful misconduct of Lessor;

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The cost of operating any commercial concession which is operated by Lessor at the Building;

Costs incurred by Lessor for the repair of damage to the Building, to the extent that Lessor is reimbursed for such costs by insurance proceeds, contractor warranties, guarantees, judgments or other third party sources;

Reserves;

All bad debt loss, rent loss, or reserves for bad debt or rent loss;

Lessor’s charitable and political contributions;

All costs of purchasing or leasing major sculptures, paintings or other major works or objects of art;

Depreciation; principal payments of mortgage and other non operating debts of Lessor;

Ground lease rental;

All costs associated with the operation of the business of the entity which constitutes “Lessor” (as distinguished from the costs of operating, maintaining, repairing and managing the Building) including, but not limited to, Lessor’s or Lessor’s managing agent’s general corporate overhead and general administrative expenses; or

Any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Substances existing as of the date of this Lease in or about the Building, common areas or project.

The annual determination of Operating Expenses incurred by Lessor and payable by Lessee shall be made by Lessor and shall be binding upon Lessor and Lessee, subject to the provisions of this Paragraph. During the Term, Lessee may review, at Lessee’s sole cost and expense, the books and records supporting such determination in an office of Lessor, or Lessor’s agent, during normal business hours, upon giving Lessor five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often than once in any one (1) year period, subject to execution of a confidentiality agreement acceptable to Lessor in its reasonable discretion, and provided that if Lessee utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Lessor, is not compensated on a contingency basis and is also subject to such confidentiality agreement. If Lessee fails to object to Lessor’s determination of Operating Expenses within ninety (90) days after receipt, or if any such objection fails to state with specificity the reason for the objection, Lessee shall be deemed to have approved such determination and shall have no further right to object to or contest such determination. If such review determines that Operating Expenses for the Building for the year in question were less than stated by more than five percent (5%), Lessor, within thirty (30) days after its receipt of paid invoices therefor from Lessee, shall reimburse Lessee for the reasonable amounts paid by Lessee to third parties in connection with such review by Lessee. In the event that during all or any portion of any year, the Building is not fully rented and occupied Lessor shall make an appropriate adjustment in occupancy-related Operating Expenses for such year for the purpose of avoiding distortion of the amount of such Operating Expenses to be attributed to Lessee by reason of variation in total occupancy of the Building, by employing consistent and sound accounting and management principles to determine Operating Expenses that would have been paid or incurred by Lessor had the Building been at least ninety-five percent (95%) rented and occupied, and the amount so determined shall be deemed to have been Operating Expenses for such year.

When the above mentioned actual determination of Lessee’s liability for Operating Expenses is made for any year and when Lessee is so notified in writing, then:

If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Lessee’s liability for Operating Expenses for the year in which said either date occurs shall be prorated based upon a three hundred sixty-five (365) day year.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Seventy-Five Thousand Dollars ($75,000.00) Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. Lessee has closed on the first Five Million Dollar ($5,000,000) tranche of its Series C Ten Million Dollars ($10,000,000.00) venture capital financing (the “Series C Round”). Upon Lessee’s receipt of the second Five Million Dollar ($5,000,000) tranche of the Series C Round, and Lessee’s delivery of satisfactory evidence of such receipt to Lessor, Lessor shall credit the amount of Twenty-Five Thousand Dollars ($25,000.00) of the Security Deposit towards the Base Rent due from the Lessee for the later of (i) January 2010, or (ii) the month subsequent to the month in which the second Five Million Dollar ($5,000,000) tranche of the Series C Round closes. The balance of the Deposit, or Fifty Thousand Dollars ($50,000.00), shall be held by the Lessor under the provisions of this Paragraph 5.

If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent.

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Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 30 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal, and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold, condition or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

6.2 Hazardous Substances.

(a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. Lessor hereby confirms that it has received adequate information concerning the operation of Lessee’s business and consents to Lessee’s Reportable Use in connection with the operation of its business in compliance with all Applicable Requirements. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee.

(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee (provided, however, that Lessee shall have no liability under this Lease with respect to migration of any Hazardous Substance to the Premises through the air, soil or groundwater from adjacent properties not

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caused or contributed to by Lessee). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all damages, including the cost of remediation, which result from Hazardous Substances which existed on the Premises prior to Lessee’s occupancy or which are caused by the negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is responsible therefor under the terms of this Lease (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor shall give prompt notice thereof to Lessee and Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination. If Lessor shall have failed to complete such remediation within six (6) months following Lessor’s notice to Lessee, Lessee shall have the option to terminate this Lease by giving written notice to Lessor.

6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to the such Applicable Requirements, without regard to whether such Requirements are now in effect or become effective after the Commencement Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall promptly give written notice to Lessor of any material water damage to the Premises and any suspected material seepage, pooling, dampness or other condition conducive to the production of mold.

6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice (of not less than 24 hours), for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of a written request therefor.

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7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

7.1 Lessee’s Obligations.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Applicable Requirements), 7.1(d) (Replacement), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, interior walls, ceilings, roof, roof drainage systems, roof membrane, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Subject to the limitations set forth in Paragraph 7.1(d) below, Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a commercially reasonable condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, but shall have no obligation to re-paint the exterior, it being agreed that painting the exterior if and when required shall be Lessor’s responsibility.

(b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drains, and (vi) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.

(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

(d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of Fifteen Thousand Dollars ($15,000), then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

7.2 Lessor’s Obligations. Other than as required of Lessor in the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 7.1(d) (Replacement), 9 (Damage or Destruction) and 14 (Condemnation), and the provisions of this Paragraph 7.2, it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein. Lessor, at its sole cost and expense, and not subject to reimbursement as an Operating Expense, keep the structural components of the Premises and the exterior walls in good order, condition and repair; provided that Lessee shall repair any damage to the structural components or exterior walls caused by Lessee’s act. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations; Initial Tenant Improvements.

(a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion, and shall include the Initial Tenant Improvements, except as otherwise expressly set forth in this Lease. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises and shall not make or permit any roof penetrations and/or install anything on the roof, without Lessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Lessor

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may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work (other than the Initial Tenant Improvements) which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.

(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

(b) Removal. By delivery to Lessee of written notice from Lessor, to be given concurrently with Lessor’s granting consent to installation, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease; provided that the initial Lessee Tenant Improvements shall not be required to be removed. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof for which Lessee is responsible under the terms of this Lease broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Commencement Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, (except Hazardous Substances which were deposited via migration from areas outside of the Premises through air, water or soil) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

7.5 Initial Tenant Improvements and TI Allowance. Lessor shall pay the TI Allowance to Lessee within three (3) business days of Lessor’s receipt of the Symyx Payment, and Lessee shall use the TI Allowance for the construction of the Initial Tenant Improvements.

8. Insurance; Indemnity.

8.1 Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an invoice.

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8.2 Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss.

(b) Rental Value. The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of such loss.

(c) Adjacent Premises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.

8.4 Lessee’s Property; Business Interruption Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

        8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least A-, VI, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Commencement Date, deliver to Lessor certified copies of policies of such insurance or certificates

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evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except to the extent arising out of or in connection with Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor and its Agents from Liability. Except to the extent caused by the gross negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for any amount in excess of the available proceeds of the insurance policies required by the provisions of this Paragraph 8 in connection with: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss of income or profit therefrom. It is intended that Lessor’s responsibility in the event of such damages or injury shall be limited to amounts obtained through a claim on the insurance policy(ies) required to be maintained pursuant to the provisions of this Paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

9. Damage or Destruction.

9.1 Definitions.

(a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7.1.

(b) “Premises Total Destruction” shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

(c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

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(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance , in, on, or under the Premises which requires remediation.

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Lessor shall promptly contribute the shortage in proceeds (except as to the deductible which is Lessee’s responsibility) as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

9.6 Abatement of Rent; Lessee’s Remedies.

(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such

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damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

(b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect; provided that Lessee shall have the right to terminate this Lease by giving written notice to Lessor in the event that the repair or restoration is not diligently prosecuted to completion within a commercially reasonable time following the commencement of such repair or restoration. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

10. Real Property Taxes.

10.1 Definition. As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Premises or the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

10.2 Payment of Taxes. Lessor shall pay all tax bills for installments of Real Property Taxes directly and, in addition to Base Rent, Lessee shall pay to Lessor the monthly amounts required by Paragraph 4.3 on account of such Real Property Taxes. Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said installment becomes delinquent. If any such installment shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee’s share of such installment shall be prorated. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit. In no event shall Lessee be responsible for paying late fees, interest or penalties incurred as a result of Lessor’s late payment.

10.3 Joint Assessment. If the Premises are not separately assessed, Lessee’s liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available.

10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11. Utilities and Services. Beginning on the Commencement Date, Lessee shall pay directly to the provider, all charges for water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor’s reasonable control or in cooperation with governmental request or directions.

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12. Assignment and Subletting.

12.1 Lessor’s Consent Required.

(a) Except in connection with a Permitted Transfer (defined below) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee other than a Permitted Transfer shall constitute an assignment requiring consent. Other than in connection with a Permitted Transfer, the transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.

(c) Except in connection with a Permitted Transfer, the involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.

(d) An assignment or subletting without consent, in circumstances where consent was required, shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

(e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.

(g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

(h) Notwithstanding anything to the contrary contained in this Lease, Lessee may assign this Lease or sublet the Premises, or any portion thereof, without Lessor’s consent, to any entity which controls, is controlled by, or is under common control with Lessee; to any entity which results from a merger of, reincorporation of, reorganization of, or consolidation with Lessee; to any entity engaged in a joint venture with Lessee; or to any entity which acquires substantially all of the memberships, interests, stock or assets of Lessee, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the memberships, interests or stock of Lessee shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Lessee, or (2) Lessee is, or in connection with the proposed transfer becomes, a publicly traded entity. Lessor shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

(c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor.

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(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)

(f) Any assignee of, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. Any subtenant shall by reason of entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have agreed that its rights are subordinant to the terms of this Lease.

(g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee’s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

(f) Lessee and Lessor shall equally share in any bonus rents created by subleasing (bonus rent being the amount by which the sublessee’s rent is in excess of the Rent payable by Lessee to Lessor under the terms of this Lease) after first deducting normal subleasing costs including brokerage commission, attorney’s fees and costs incurred in connection with Alterations made by Lessee in connection with such subleasing.

13. Default; Breach; Remedies.

13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT TO RECOVER POSSESSION OF THE PREMISES.

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(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee.

(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

(h) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the

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applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions,” shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 5% of each such overdue amount or $100, whichever is greater. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be more than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, that such offset shall not exceed an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not

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terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.

15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, if any, within which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.

15.2 Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.

15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

(a) Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. Throughout the Lease Term, within ten (10) days following a request from Lessor (but not more frequently than twice a year) the Lessee shall give to Lessor Lessee’s most recent Profit and Loss Statement & Balance Sheet.

17. Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor following the date of such transfer shall be binding only upon the Lessor as hereinabove defined.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

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19. Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor or its partners, members, directors, officers or shareholders, and Lessee shall look to Lessor’s interest in the Premises, and any sales proceeds therefrom, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor’s partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers.

(a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent.

(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

(c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

(i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

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(ii) Lessee’s Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance of the agent’s duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Commencement Date and that the liability (including court costs and attorneys’ fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

(c) Lessor and Lessee agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such Party to be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof; provided that Lessor shall use commercially reasonable efforts to obtain for Lessee an executed non-disturbance agreement in form and substance satisfactory to Lessee. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall

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assume all of Lessor’s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessor will make commercially reasonable efforts to ensure Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

32. Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice (not less than 24 hours in advance) for the purpose of showing the same to prospective purchasers, lenders, or, during the last six months of the Term of this Lease to tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee’s use of the Premises. All such activities shall be without abatement of rent or liability to Lessee provided that Lessor uses commercially reasonable efforts to minimize interference with Lessee’s use.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary “For Lease” signs during the last 6 months of the term hereof. Except for ordinary “for sublease” signs, Lessee shall not place any sign upon the Premises without Lessor’s prior written consent. All signs must comply with all Applicable Requirements. Lessor hereby consents to Lessee’s installation and maintenance of its sign displaying its name and logo in the location of Lessee’s choice, provided that Lessee complies with all Applicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld, conditioned or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein

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any particular condition to Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor.

37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Options. If Lessee is granted an Option, as defined below, then the following provisions shall apply:

39.1 Definition. “Option” shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee and any assignee of a Permitted Transfer, and cannot be assigned or exercised by anyone other than said original Lessee or any assignee of a Permitted Transfer and only while the original Lessee or any assignee of a Permitted Transfer is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting except in connection with a Permitted Transfer.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate material Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a).

(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease.

40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said properties, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations.

41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps

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and restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions.

43. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid “under protest” with 6 months shall be deemed to have waived its right to protest such payment.

44. Authority; Multiple Parties; Execution.

(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, such entity represents and warrants that each individual executing this Lease on its behalf of is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.

(b) If this Lease is executed by more than one person or entity as “Lessee”, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.

(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

46. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

48. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

49. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease

¨ is x is not attached to this Lease.

50. Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee’s specific use of the Lessee Tenant Alterations, Lessor makes no warranty or representation as to whether or not the Lessee Tenant Alterations comply with ADA or any similar legislation. In the event that Lessee’s use of the Lessee Tenant Alterations requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

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WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.

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The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at: Santa Clara Executed at: Palo Alto

On: April 17, 2009 On: April 16, 2009

By LESSOR:	By LESSEE:
Roger J. Eline, as Trustee of the Eline Family Exemption Trust B, and Roger J. Eline, as Trustee of the Eline Family Marital Trust C Dated	Cell Biosciences Inc.,
	a Delaware corporation
October 1, 1982

By: /s/ Roger Eline, TTEE By: /s/ Jason Novi

Name Printed: Roger Eline Name Printed: Jason Novi

By: By:

Name Printed: Name Printed:

Title: Trustee Title: CFO

Address:	Address:	1050 Page Mill Road
	Palo Alto, CA 94304

Telephone:          Telephone: (650) 618-7502

Facsimile: (      ) Facsimile: (650) 539-5850

Federal ID No. Federal ID No. 94-3396256

Executed at: Executed at:

On: On:

  BROKER: BROKER:

Grubb & Ellis Company CresaPartners

Attn: Marty Chiechi Attn:

Title: Senior Vice President Title:

Address: 1732 N. First Street, Suite 100 Address:

San Jose, CA 95112
Telephone: (408)	453-2352	Telephone: (      )

Facsimile: (408) 437-0499 Facsimile: (      )

Federal ID No. Federal ID No.

NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.

^© Copyright 2001 - By AIR Commercial Real Estate Association. All rights reserved. No part of

these works may be reproduced in any form without permission in writing.

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ADDENDUM TO LEASE

THIS ADDENDUM TO LEASE is made as of April 16, 2009, and is part of that Lease dated April 16, 2009 (collectively, the “Lease”), by and between Roger J. Eline, as Trustee of the Eline Family Exemption Trust B, and Roger J. Eline, as Trustee of the Eline Family Marital Trust C Dated October 1, 1982 (“Lessor”) and Cell Biosciences Inc., a Delaware corporation (“Lessee”), for the space located at 3040 Oakmead Village Drive, in the City of Santa Clara, County of Santa Clara, State of California (the “Premises”). Lessor and Lessee agree that, notwithstanding anything contained in the Lease to the contrary, the following terms are hereby added to the Lease:

51. Security Deposit: [Moved to Paragraph 5].

52. Condition of the Premises: [Moved to Paragraph 2.2]

53. Lessor Tenant Improvements: [Moved to Paragraph 2.2] .

54. Lessee Tenant Improvements: The Lessee, at its sole cost and expense, may install those improvements as shown on the attached Exhibit B (the “Lessee Tenant Improvements”).

55. Base Rental Rate: [Moved to Paragraph 1.6]

56. Operating Expenses: [Moved to Paragraph 4.3]

57. Option to Extend: Provided Lessee is not, and has not been in Breach of its obligations under this Lease, Lessee shall have two (2) consecutive options to re-lease the Premises (each an “Option to Extend”) in “as-is” condition for a term of three (3) years each (each an “Extended Term”), upon the same terms and conditions set forth in this Lease, except that Base Rent shall be Fair Market Rent. For purposes hereof, “Fair Market Rent” shall mean the effective base rental rates (including periodic adjustments to such base rental rates) then being received for premises of similar size and quality to the Premises, located in similar areas in Santa Clara County, leased for terms of approximately three years, and otherwise subject to leases containing substantially similar terms as those contained in this Lease. Notwithstanding the foregoing, “Fair Market Rent” shall not include any rental value attributable to improvements, alterations, fixtures, equipment, and personal property installed in the Premises at Lessee’s expense.

Exercise of the second Option to Extend is contingent upon Lessee exercising its first Option to Extend. For each Extended Term, the following terms shall be followed:

A. Lessee shall give Lessor written notice of its intent to exercise its Option to Extend at least one hundred eighty (180) days prior to the expiration of the current lease term. Within fifteen (15) days after Lessee exercises its Option to Extend, Lessor will provide Lessee with Lessor’s evaluation of the Fair Market Rent including periodic adjustments to Base Rent. Lessee shall have forty-five (45) days from notification by Lessor to accept Lessor’s evaluation of Fair Market Rent.

B. The parties are obligated to negotiate in good faith to attempt to agree on the Fair Market Rent for any Extended Term. If the parties have not mutually agreed on the Fair Market Rent for any Extended Term within forty-five (45) days from notification by Lessor to Lessee of Lessor’s Fair Market Rent evaluation, each party hereto shall appoint one representative who shall be a licensed real estate broker with at least ten (10) years experience in leasing similar R&D space in the County of Santa Clara to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Fair Market Rent for the Extended Term within ninety (90) days from notification by Lessor to Lessee of Lessor’s evaluation of Fair Market Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the written notifications shall be delivered to Lessor and the other to Lessee. The determination of the Fair Market Rent for the Extended Term by the two arbitrators shall constitute the decision and award of the arbitrators and be final and binding upon the parties.

C. In the event the two arbitrators selected by the parties hereto cannot agree on the Fair Market Rent for the Extended Term, said two arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker with at least ten (10) years experience in the leasing of R&D space in the County of Santa Clara with no prior relationship with either party to act as an arbitrator. The Fair Market Rent for the Extended Term shall be independently determined by the third of said arbitrators, which said determination shall be made within one hundred twenty (120) days from notification by Lessor to Lessee of Lessor’s evaluation of the Fair Market Rent. The role of the third arbitrator shall then be to select from the proposed resolutions of arbitrators #1 and #2 the one that most closely approximates the third arbitrator’s determination of Fair Market Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions, and shall deliver his/her determination within thirty (30) days of appointment.

D. The determination of the Fair Market Rent for the Extended Term by the third arbitrator shall constitute the decision and award of the arbitrators and be final and binding upon the parties.

E. Each party hereto shall pay the charges of the arbitrator appointed by such party and any expenses incurred by such arbitrator. The charges and expenses of the third arbitrator, as provided herein, shall be paid by the parties hereto in equal shares.

RE	JN
INITIALS	INITIALS

F. In the event either arbitrator #1 or arbitrator #2 fails to present an opinion on Fair Market Rent within the thirty (30) day period, the Fair Market Rent for the Extended Term presented by the other arbitrator shall be considered final and binding on both parties.

G. In the event the third arbitrator fails to present an opinion on the Fair Market Rent for the Extended Term within the thirty (30) day period following his/her appointment, then the Fair Market Rent for the Extended Term shall be determined by averaging the two opinions of the arbitrators that are closest together.

In the event of any inconsistency between this Addendum and the Lease, the terms of this Addendum shall prevail.

AGREED AND ACCEPTED:

LESSOR: Roger J. Eline, as Trustee of the Eline Family Exemption Trust B, and Roger J. Eline, as Trustee of the Eline Family Marital Trust C Dated October 1, 1982 LESSEE: Cell Biosciences Inc., a Delaware corporation

BY:	/s/ Roger J. Eline	BY:	/s/ Jason Novi
ITS:	Eline Family Trust B Trust, Trustee	ITS:	CFO
DATE:	4/17/09	DATE:	April 16, 2009

SECOND ADDENDUM TO THE LEASE

THIS ADDENDUM TO LEASE IS MADE AS OF MARCH 17, 2014, AND IS PART OF THAT LEASE DATED APRIL 16, 2009 (COLLECTIVELY, THE “LEASE”) BY AND BETWEEN ROGER J. ELINE AS TRUSTEE OF THE ELINE FAMILY EXEMPTIONS TRUST B, AND ROGER J. ELINE AS TRUSTEE OF THE ELINE FAMILY MARITAL TRUST C DATED OCTOBER 1, 1982 (“LESSOR”) AND CELL BIOSCIENCES INC., A DELAWARE COPROATION (“LESSEE”), FOR THE SPACE LOCATED AT 3040 OAKMEAD VILLAGE DRIVE, IN THE CITY OF SANTA CLARA, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, (“THE PREMISES”). LESSOR AND LESSEE AGREE THAT, NOTWITHSTANDING ANYTHING CONTAINED IN THE LEASE TO THE CONTRARY, THE FOLLOWING TERMS ARE HEREBY ADDED TO THE LEASE:

58: EXTENDED LEASE TERM: The original lease term to the lease shall expire on June 30, 2014. The Lessor and Lessor hereby agree to extend the lease term for an additional four (4) months beginning July 1, 2014 and ending October 31, 2014.

59: EXTEND LEASE TERM RENTAL RATE: The rental rate for the extending lease term shall be $34,924.40 NNN per month for the period July 1, 2014 – October 31, 2014.

60: OPERATING EXPENSE ESTIMATE: During the extended lease term, the Lessee shall pay the Lessor, in addition to the Extended Lease Term Rental Rate the new Operating Expense Estimate of $5,700.00 per month.

61: LESSEE NAME CHANGE: The Lessor hereby acknowledges the Lessee has changed the name of the corporation. The Lessee is now known as ProteinSimple, A Delaware Corporation.

62: COMMISSIONS: Upon the execution of this addendum the Lessor shall pay a commission of four (4) percent of the Extended Rental Rate. The commission shall be equally shared by Jones Lang LaSalle and Cornish and Commercial NKF brokerage houses.

AGREED AND ACCEPTED:
LESSOR: Roger J. Eline, as Trustee of the Eline	LESSEE: ProteinSimple, A
Family Exemption Trust B, and Roger J. Eline as of the Eline Family Marital Trust C dated October 1, 1982	Delaware Corporation
/s/ Roger J. Eline	By:	/s/ Jason Novi
Roger J. Eline
		Its:	CFO

ProteinSimple Eline Addendum II

EX-10

Exhibit 10.18

NET LEASE AGREEMENT

(Multi-Tenant)

by and between

CELL BIOSCIENCES, INC.,

a Delaware corporation

(“Tenant”)

and

702/703 INVESTORS, LLC,

a Delaware limited liability company

(“Landlord”)

NET LEASE AGREEMENT

(Multi-Tenant)

For and in consideration of the rentals, covenants, and conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the following described Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements set forth in this Net Lease Agreement (“Lease”):

1. Summary of Lease Provisions.

1.1 Tenant: Cell Biosciences, Inc., a Delaware corporation (“Tenant”).

1.2 Landlord: 702/703 Investors, LLC, a Delaware limited liability company (“Landlord”).

1.3 Date of Lease, for reference purposes only: March 17, 2011.

1.4 Premises: That certain space shown cross-hatched on the floor plan attached hereto as Exhibit A, consisting of approximately twenty thousand seventy-three (20,073) rentable square feet (and having a street address of 81 E. Daggett Drive, San Jose, California), situated in that certain approximately forty thousand four hundred thirteen (40,413) rentable square foot building shown cross-hatched or otherwise identified on the site plan attached hereto as Exhibit B (and such building having a street address of 71 and 81 E. Daggett Drive, San Jose, California). (Paragraph 2.1)

1.5 Term: Sixty-nine (69) months (from and after the Commencement Date until the Ending Date), unless sooner terminated pursuant to the terms of this Lease. (Paragraph 3)

1.6 Commencement Date: April 1, 2011, subject to the provisions of Paragraph 3 below. (Paragraph 3)

1.7 Ending Date: December 31, 2016, unless sooner terminated or extended pursuant to the terms of this Lease. (Paragraph 3)

1.8 Rent: During the Lease Term, Tenant shall pay base Rent for the Premises to Landlord in accordance with the schedule set forth below:

Lease Months During Term	Monthly Rental Rates Per Rentable Square Foot (NNN)			Monthly Rent (NNN)
01-09	$	0.00/RSF	*	$	0.00	*
10-21	$	0.90/RSF		$	18,065.70
22-33	$	0.95/RSF		$	19,069.35
34-45	$	1.00/RSF		$	20,073.00
46-57	$	1.05/RSF		$	21,076.65
58-69	$	1.10/RSF		$	22,080.30

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* The Rent payable during each of the first nine (9) months of the Lease Term is actually Eighteen Thousand Sixty-five and 70/100 Dollars ($18,065.70) per month; however, Landlord agrees that such monthly Rent during the first nine (9) months of the Lease Term shall be conditionally abated (together with the management fee provided under Paragraph 12.1, which shall be abated during the same nine (9) month period), so long as Tenant is not in breach or default of any provision under this Lease beyond any applicable cure period. In the event Tenant is in breach or default of any provision contained in the Lease and such breach or default is not cured by Tenant within the applicable cure period, then the unamortized portion of the aggregate abated Rent (based on a sixty (60) month period commencing on the ninth month of the Lease Term) shall become due and payable upon notice or demand and Landlord shall be entitled to include such unamortized abated Rent in the amount of rentals that it is entitled to recover from Tenant under Paragraph 14.2.1 and under California Civil Code Section 1951.2 following Tenant’s Default. During the period in which Rent is conditionally abated pursuant to the schedule above (and thereafter during the Term of this Lease, as such Term may be extended), Tenant shall be obligated to pay Tenant’s percentage share of Operating Expenses pursuant to the terms of the Lease below.

Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of $18,065.70, which shall be credited against the Rent payable for the tenth (10^th) month of the Lease Term (Paragraph 4).

1.9 Use of Premises: General office, research, development, assembly, testing, shipping and product and device assembly use and other legally related uses (Paragraph 6).

1.10 Tenant’s percentage share of Operating Expenses: forty-nine and sixty-seven one hundredths percent (49.67%) with respect to the Building and eight and seven one hundredths percent (8.07%) with respect to the Project generally and not specifically allocable to any other building located on the Land (Paragraph 12). As an illustrative example of the foregoing, Landlord’s casualty and commercial general liability insurance premiums are allocated on a Project basis and not on a per Building basis and therefore Tenant’s percentage share of such insurance premiums and other Operating Costs allocated on a Project basis would be 8.07% of such Operating Costs. Ad valorem real property taxes and assessments levied or assessed against the Land (as defined in Section 2.1) and the buildings and improvements constructed thereon, including, without limitation, the Building, similarly are allocated on a Project basis and not on a per building basis.

1.11 Security Deposit Amount: Two Hundred Sixty-four Thousand Nine Hundred Sixty-three and 60/100 Dollars ($264,963.60) (Paragraph 5)

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1.12 Addresses for Notices:

To Landlord:	702/703 Investors, LLC,
	c/o South Bay Development Company
	1690 Dell Avenue
	Campbell, CA 95008
	Attn: Scott Trobbe
With a courtesy copy to:	Pacific Coast Capital Partners
	150 California Street, 22nd Floor
	San Francisco, CA 94111
	Attn: Aaron Giovara
To Tenant:	To the Premises; however, prior to the Commencement Date notices to Tenant shall be addressed to:
	Cell Biosciences, Inc.
	3040 Oakmead Village Drive
	Santa Clara, CA 95051
	Attn: Jason Novi
With a courtesy copy to:	Cooley LLP
	3175 Hanover Street
	Palo Alto, CA 94304
	Attn: Sally A. Kay, Esq.

1.13 Nonexclusive Right to Use No More Than: Eighty (80) parking spaces within the Common Area. (Paragraph 11.2)

1.14 Summary Provisions in General. Parenthetical references in this Paragraph 1 to other paragraphs in this Lease are for convenience of reference, and designate some of the other Lease paragraphs where applicable provisions are set forth. All of the terms and conditions of each such referenced paragraph shall be construed to be incorporated within and made a part of each of the above referring Summary of Lease Provisions. In the event of any conflict between any Summary of Lease Provision as set forth above and the balance of the Lease, the latter shall control.

2. Property Leased.

2.1 Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord upon the terms and conditions herein set forth, those certain premises (“Premises”) referred to in Paragraph 1.4 above and shown cross-hatched on the floor plan attached hereto as Exhibit A. In addition, Tenant shall have such rights in and to the Common Area (defined in Paragraph 11.1 below) as are more fully described in Paragraph 11.1 below.

The building in which the Premises are located is referred to herein as the “Building.” The “Land” shall mean and refer to all of the real property described on Exhibit F attached hereto. Any reference in this Lease to the “Parcel” shall be deemed a reference to the Land. The Land, Building and any other building(s) or improvement(s) now or hereafter located on the Land are referred to herein

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collectively as the “Project.” Landlord and Tenant agree that all measurements of area contained in this Lease, including, without limitation, the size of the Premises, Building and Project, are an approximation which Landlord and Tenant agree are reasonable. Such measurements of area contained in this Lease also are conclusively agreed to be correct and binding upon the parties, and any subsequent determination that the area is more or less than shown in this Lease shall not result in a change in any way in the computations of Rentals.

Landlord reserves the right to grant to tenants of the Project, and to the agents, employees, servants, invitees, contractors, guests, customers and representatives of such tenants or to any other user authorized by Landlord, the nonexclusive right to use the Land for pedestrian and vehicular ingress and egress and vehicular parking (excluding only that portion of the Land designated herein for Tenant’s exclusive use for vehicular parking, if any).

2.2 Improvements. Landlord shall not be obligated to construct or install any leasehold improvements in, on or around the Premises, Building or Project or, except as otherwise expressly provided in Paragraph 2.3 below, to provide any tenant improvement allowance to Tenant. The foregoing, however, shall not in any way excuse Landlord from performing its repair and maintenance obligations under this Lease.

2.3 Improvement Allowance. At the request of Tenant and subject to the terms of this Paragraph 2.3, Landlord shall provide Tenant with an improvement allowance in an amount not to exceed One Hundred Thousand Three Hundred Sixty-five and 00/1000 Dollars ($100,365.00) (the “Improvement Allowance”), which Improvement Allowance shall be applied to the costs paid by Tenant in designing, permitting and completing the Initial Tenant Improvements (as defined in Paragraph 2.3(e) below).

(a) Request for Payment. Prior to the commencement of construction or installation of the Initial Tenant Improvements, Tenant shall deliver to Landlord an estimate of the total costs of designing and constructing the Initial Tenant Improvements and a schedule of values and line item breakdown of such costs. Tenant may request disbursements from the Improvement Allowance not more frequently than once each month after the commencement of construction of the Initial Tenant Improvements, but Tenant shall not request any such disbursements after the twelfth (12^th) month of the Lease Term. Each request for disbursement with respect to the design or construction of the Initial Tenant Improvements shall be accompanied by: (i) a written request for disbursement itemizing each category of cost for work in place for which payment is requested, in form and content reasonably acceptable to Landlord; (ii) conditional partial lien releases, in a form and content reasonably satisfactory to Landlord, from all persons and entities providing work or materials covered by such request; (iii) unconditional partial lien releases (or full lien releases if the contractor in question were paid in full) from all persons or entities providing work or materials who were paid out of the prior disbursement; and (iv) cancelled checks or invoices marked “Paid in Full” and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of each fully completed disbursement request with respect to the design or construction of the Initial Tenant Improvements, Landlord shall pay ninety percent (90%) of the portion of the Improvement Allowance sought to be disbursed (or one hundred percent (100%) of that amount if Tenant has requested only ninety percent (90%) of the value of the work completed) directly to Tenant, or, in Landlord’s sole and absolute discretion, to the general contractor and the subcontractors, laborers, or suppliers entitled thereto; provided, however, Landlord reserves the right to reasonably disapprove some or all of the matters disclosed by such disbursement request and to withhold the amount relating to such disapproved matters from the disbursement, upon the following grounds: (1) work covered by disbursement request is defective or not constructed or performed pursuant to approved plans covering

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such work, (2) monies requested by such disbursement do not relate to work actually performed or (3) monies requested by such disbursement request do not relate to costs paid or incurred by Tenant. The ten percent (10%) remaining after any of the above disbursements shall be paid by Landlord within thirty-five (35) days after all of the following have occurred: (i) Tenant has submitted a final request for disbursement in accordance with the procedure set forth in this paragraph above, (ii) a notice of completion has been duly recorded with respect to the Initial Tenant Improvements, and (iii) no lien claim shall have been recorded within the thirty (30) day period following such recordation (or if there be a lien claim, such lien shall have been removed or bonded). If the projected costs of designing, permitted and constructing the Initial Tenant Improvements (as set forth in the schedule of values and work cost estimate) exceeds the Improvement Allowance (the amount by which the estimated Tenant’s Costs exceeds the Improvement Allowance shall be referred to herein as the “Excess Cost”), then each disbursement shall be in an amount equal to the proportion of the Initial Tenant Improvement work completed and covered by the disbursement request, as determined under the approved schedule of values, multiplied by a fraction, the numerator of which is the Improvement Allowance, and the denominator of which is the amount set forth in the schedule of values. In such event, Tenant shall pay to its general contractor and all persons entitled thereto any and all Excess Cost (i.e., any portions of the Tenant’s Costs not paid through the Improvement Allowance). Tenant acknowledges that Landlord shall have no obligation to disburse any amounts for Initial Tenant Improvements in excess of $100,365.00 total. Landlord shall have no obligation to disburse any amounts from the Improvement after the date twelve (12) months following the Commencement Date of this Lease.

“Tenant’s Costs” means: (i) all design, architectural and engineering fees and consultant fees incurred by Tenant in connection with the preparation, review and approval of the architectural plans and specifications related to the Initial Tenant Improvements; (ii) governmental agency plan check, permit and other fees; (iii) sales and other taxes; (iv) Title 24 fees; (v) inspection costs; and (vi) the actual costs and charges for material and labor and general contractor’s profit and general overhead incurred by Tenant in connection with the construction of the Initial Tenant Improvements. In the event that there are funds remaining in the Improvement Allowance after Tenant’s Costs have been paid in full, up to the balance of the Improvement Allowance may be used by Tenant for the costs and charges for the installation of cabling in the Premises.

(b) Costs to be Paid From Improvement Allowance. No portion of the Improvement Allowance may be used for moving and/or set up costs or to pay for any furniture or furnishings or information technology equipment (or cabling, except as otherwise expressly provided in Paragraph 2.3(a) above) to be used by Tenant in the Premises or in connection with Tenant’s business to be conducted therein. Subject to satisfaction of the conditions set forth in this Paragraph 2.3, the Improvement Allowance may be used by Tenant to pay for Tenant’s Costs referred to above. Landlord agrees not to charge Tenant any construction management fee, supervisions fee or design, architectural or engineering fees in connection with the construction of the Initial Tenant Improvements. In the event the entire Improvement Allowance is not disbursed to Tenant pursuant to the terms of this Paragraph 2.3 on or before the date twelve (12) months following the Commencement Date of this Lease, then Tenant shall be entitled to no further disbursement of the Improvement Allowance, Landlord shall have no liability to Tenant for any portion of the Improvement Allowance that is not disbursed to Tenant pursuant to the terms hereof and Tenant shall not be entitled to any reduction in the amount of Rent or Additional Rent owing under this Lease. The twelve (12) month period referred to in the immediately preceding sentence shall be extended one day for each day, if any, beyond April 1, 2011 that Landlord does not deliver possession of the Premises to Tenant in the Delivery Condition and/or that Landlord or any its agents, employees or contractors causes a delay in the completion of the Initial Tenant Improvements; provided, however, any day for day extension of the twelve (12) month period referred to in the immediately preceding sentence due to any delay(s) in the completion of the Initial Tenant Improvements caused by Landlord or any of its agents, employees or contractors shall not commence earlier than two (2) business days following the date Tenant notifies Landlord of such delay.

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(c) Conditions To Disbursement of Improvement Allowance. Landlord shall not be obligated to make any disbursements of the Improvement Allowance to or for the benefit of Tenant unless at the time of each request for disbursement, all of the following conditions are satisfied: (i) such request shall be made prior to twelve (12) months from the commencement of the Term, as such date may be extended pursuant to the provisions of Paragraph 2.3(b) above, (ii) there shall exist no Default by Tenant under this Lease, (iii) this Lease shall be in full force and effect, and (iv) Tenant shall have furnished to Landlord receipts, bills and releases of lien rights (in form and content reasonably satisfactory to Landlord as provided above) covering work done and/or materials furnished in connection with the construction of the Initial Tenant Improvements for which disbursement is sought by Tenant.

(d) Completion of Initial Tenant Improvements. Upon completion of the Initial Tenant Improvements, Tenant shall: (i) obtain and deliver to Landlord a certificate of completion for the Initial Tenant Improvements from Tenant’s architect; (ii) obtain and deliver to Landlord a copy of the building permit(s) issued for the Initial Tenant Improvements signed off as complete by the City of San Jose building inspector; (iii) make available to Landlord receipted invoices (or invoices with canceled checks attached) from Tenant’s contractor(s) showing evidence of full payment for such portion of the Initial Tenant Improvements as is shown on such invoices; (iv) deliver to Landlord a full set of reproducible as-built drawings for the Tenant Improvements to the extent applicable, including, without limitation, architectural drawings, structural drawings, mechanical drawings, including plumbing, fire sprinkler, electrical and life safety; (v) obtain and deliver to Landlord the building permit or permits for the Initial Tenant Improvements with final sign-off by the City of San Jose; and (vi) deliver to Landlord copies of all written construction and equipment warranties, if any, related to the portions of the Initial Tenant Improvements work involving building systems or those portions of the Premises Landlord is required to maintain or repair under the Lease. Tenant shall make such receipted invoices (or invoices with canceled checks attached) from Tenant’s general contractor available to Landlord for a period of one (1) year following completion of the Tenant Improvements.

(e) Definition of Initial Tenant Improvements. As used in this Paragraph 2.3, the term “Initial Tenant Improvements” shall mean those general utility or general purpose office improvements that are made to the Premises by Tenant in accordance with the terms of Paragraph 13 below and pursuant to all applicable laws as part of Tenant’s initial improvements to the Premises for its occupancy thereof, and shall not mean and include special purpose improvements needed by Tenant for the conduct its business or which might not be a permanent improvement to the New Premises (e.g., demountable partitions, special security requirements; or trade fixtures, furniture or furnishings of Tenant).

(f) Course of Construction Insurance. During the course of construction of the Initial Tenant Improvements, Tenant’s contractor shall procure and maintain builder’s all risk insurance in an amount equal to the projected total cost of the construction of the Initial Tenant Improvements. Landlord and Tenant shall be named as loss payees on such builder’s all risk insurance and any proceeds of such insurance shall be paid to Landlord and Tenant as their interests may appear.

2.4 Acceptance of Premises. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord

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governing the use of any portion of the Project. Further, by taking possession of the Premises, Tenant shall be deemed to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, unless Tenant indicates otherwise on a written punch-list submitted to Landlord within ninety (90) days of the delivery of possession or when work to be done by Landlord has been completed, whichever is later. If Tenant does not submit any such written punchlist to Landlord within such ninety (90 day period, then Tenant waives any right to object to any tenant improvements constructed by Landlord prior to delivery of possession of the Premises to Tenant. Tenant acknowledges that, except as otherwise expressly provided in this Paragraph 2.4 below, neither Landlord nor any of Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Building and Premises meet all governmental requirements for such intended use.

Notwithstanding anything to the contrary contained in this Lease, Landlord agrees to deliver the Premises to Tenant with all Building systems and components in good working order and repair, including, but not limited to, the plumbing, lighting, electrical, mechanical, fire/life safety and heating, ventilation and air conditioning systems serving the Premises, and with the ceiling tiles and office doors in the Premises in good working order and repair (the “Delivery Condition”).

Landlord hereby warrants the mechanical systems, including, HVAC units, serving the Premises against defects for a period of one (1) year following the Commencement Date. Such warranty shall not be applicable to any defects in or to the such mechanical systems or HVAC units to the extent caused by (i) Tenant or any of its agents, employees, contractors, subcontractors, licensees, invitees, customers, vendors, sublessees or other representatives, (ii) any alterations, additions or improvements constructed or installed in, on or about the Premises by or on behalf of Tenant, (iii) any misuse of any of the mechanical systems or HVAC units serving the Premises by, or negligence or willful misconduct of, Tenant or any of its agents, employees, contractors, subcontractors, licensees, customers, vendors, sublessees or other representative or (iv) any breach by Tenant of this Lease. If any non-compliance with such warranty set forth in this paragraph exists as of the Commencement Date or within the one (1) year period referred to in this paragraph above, then, as Tenant’s sole remedy for such non-compliance, Landlord shall, promptly after receipt of written notice from Tenant setting forth the nature of such non-compliance, and notwithstanding anything to the contrary set forth in Paragraph 10.2 below, cure or remedy the same at Landlord’s sole cost. If Tenant does not give Landlord written notice of such non-compliance with this warranty within the one (1)-year period referred to above, then such warranty shall be deemed to have expired and shall be of no further force or effect.

Notwithstanding anything herein to the contrary, Landlord represents that, to Landlord’s actual knowledge, Landlord has not received any written notice from any governmental agency that the Building, or any portion thereof, is in violation of any of the provisions and requirements of the Americans with Disabilities Act of 1990, as amended (“ADA”). Landlord (and not Tenant) shall be responsible, at no cost to Tenant, for remedying or curing any violations of building codes, laws, ordinances, or other governmental requirements (including, without limitation, the ADA) that (x) exist as of the Commencement Date with respect to the Premises, or any part thereof, and/or (y) that are triggered within the Building (but outside of the Premises) by demolition or construction or installation of any of the improvements shown on the demolition floor plan and/or floor plan attached hereto as Exhibit C that are contemplated to be constructed or installed by Tenant in the Premises as part of Tenant’s initial leasehold improvements (the “Code Compliance Improvements”); provided, however, Landlord shall not

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be obligated to commence remedying or curing any such violations of building codes, laws, ordinances, or other governmental requirements existing as of the Commencement Date with respect to the Premises unless and until the governmental agency having jurisdiction over such matter requires such violation(s) be cured or remedied by Landlord (or Tenant) or unless Tenant cannot physically occupy the Premises until such violation(s) are cured or remedied. Landlord’s obligation to cure violations existing as of the Commencement Date or that are triggered by Tenant’s construction or installation of any of the Code Compliance Improvements shall not be applicable to violations that arise or are triggered by (i) any alterations, additions or improvements (other than the Code Compliance Improvements) undertaken, or caused to be undertaken by Tenant, (ii) Tenant’s application(s) for any permits (including, without limitation, building permits), licenses or approvals from any governmental or quasi-governmental authority (except for any applications for permits, licenses or approvals for the construction of the Code Compliance Improvements), or (iii) Tenant’s use of the Premises, but notwithstanding the foregoing Landlord shall be obligated for the Building’s compliance with the provisions and requirement of the ADA to the extent such compliance pertains to a violation of ADA existing as of the Commencement Date of this Lease or is triggered within the Building (but outside of the Premises) by the construction or installation of any Code Compliance Improvements.

3. Term.

3.1 Commencement Date. The term of this Lease (“Lease Term”) shall be for the period specified in Paragraph 1.5 above, commencing on the date set forth in Paragraph 1.6 (“Commencement Date”); provided, however, if Landlord does not deliver the Premises in the Delivery Condition referred to in Paragraph 2.4 above on or before April 1, 2011, then the Commencement Date of this Lease shall be the date Landlord delivers the Premises to Tenant in the Delivery Condition required above, the Ending Date shall be the date sixty-nine (69) months following the date Landlord delivers the Premises to Tenant in the Delivery Condition and no base Rent shall be due for the first nine (9) months following the date of such delivery of the Premises to Tenant in the Delivery Condition. Promptly following the Commencement Date of this Lease, upon presentation of the same to Tenant, Landlord and Tenant shall confirm the Commencement Date and Ending Date in writing, by completing and executing the Commencement Date Letter in the form of Exhibit D attached hereto. Tenant’s failure to execute and deliver the letter attached hereto as Exhibit D within ten (10) days after Tenant receives written request from Landlord to do so (subject to any legitimate disagreement by Tenant with the terms thereof, which both parties shall use reasonable efforts to resolve) shall not be a Default by Tenant hereunder, but the failure of either party to execute and deliver such letter shall not change the Commencement Date as determined in accordance with this Lease. The expiration of the Lease Term or sooner termination of this Lease is referred to herein as the “Lease Termination.”

3.2 Delay of Commencement Date. Landlord shall not be liable for any damage or loss incurred by Tenant for Landlord’s failure for whatever cause to deliver possession of the Premises by any particular date (including the Commencement Date), nor shall this Lease be void or voidable on account of such failure to deliver possession of the Premises; provided that if Landlord does not deliver possession of the Premises to Tenant by May 1, 2011 in the Delivery Condition required by this Lease, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord at any time prior to Landlord’s delivery of possession of the Premises to Tenant in the Delivery Condition required by this Lease, and Landlord and Tenant shall be relieved of their respective obligations hereunder; provided further that said date of May 1, 2011 above shall be extended by the number of days delivery of possession of the Premises is delayed due to fault or neglect of Tenant, acts of Tenant or Tenant’s agents, or due to acts of God, fires, earthquake, war, insurrection, riots and/or other causes beyond Landlord’s reasonable control.

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4. Rent.

4.1 Rent. Tenant shall pay to Landlord as rent for the Premises (“Rent”), in advance, on the first day of each calendar month, commencing on the date specified in Paragraph 1.6 and continuing throughout the Lease Term the Rent set forth in Paragraph 1.8 above. Rent shall be prorated, based on thirty (30) days per month, for any partial month during the Lease Term. Except as otherwise expressly set forth herein, Rent shall be payable without deduction, offset, prior notice or demand in lawful money of the United States to Landlord at the address herein specified for purposes of notice or to such other persons or such other places as Landlord may designate in writing.

4.2 Late Charge. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or deed of trust covering the Premises. Accordingly, Tenant shall pay to Landlord, as Additional Rent (as defined in Paragraph 4.3 below), without the necessity of prior notice or demand, a late charge equal to five percent (5%) of any installment of Rent or other amount payable by Tenant under this Lease which is not received by Landlord within ten (10) days after the due date for such installment or payment. Notwithstanding the foregoing, Landlord will not assess a late charge until Landlord has given written notice of such late payment for the first late payment in any twelve (12) month period and after Tenant has not cured such late payment within three (3) days from receipt of such notice. No other notices will be required during the following twelve (12) months for a late charge to be imposed or incurred. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any installment of Rent or other sum payable by Tenant to Landlord under this Lease or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay such installment of Rent or other sum when due, including without limitation the right to terminate this Lease. In the event any installment of Rent or other sum payable by Tenant to Landlord under this Lease is not received by Landlord by the due date for such installment, such installment shall bear interest at the annual rate set forth in Paragraph 34 below, commencing on the date such Rent installment or other sum payable under this Lease is due and continuing until such installment or other sum payable under this Lease is paid in full.

4.3 Additional Rent. All taxes, charges, costs and expenses and other sums which Tenant is required to pay hereunder (together with all interest and charges that may accrue thereon in the event of Tenant’s failure to pay the same), and all damages, costs and reasonable expenses which Landlord may incur by reason of any Default by Tenant shall be deemed to be additional rent hereunder (“Additional Rent”). Additional Rent shall accrue commencing on the Commencement Date. In the event of nonpayment by Tenant of any Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for the nonpayment of Rent. The term “Rentals” as used in this Lease shall mean Rent and Additional Rent.

5. Security Deposit; Letter of Credit.

5.1 Cash Security Deposit. Concurrently with Tenant’s execution of this Lease, unless Tenant delivers to Landlord the Letter of Credit referred to below, Tenant shall deposit with Landlord a cash security deposit (“Security Deposit”) in the amount set forth in Paragraph 1.11 above. The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of each and every term, covenant and condition of this Lease applicable to Tenant, and not as prepayment of Rent. If Tenant shall at any time fail to keep or perform any term, covenant or condition of this Lease

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applicable to Tenant, including without limitation, the payment of Rentals or those provisions requiring Tenant to repair damage to the Premises caused by Tenant or to surrender the Premises in the condition required pursuant to Paragraph 35 below, after notice and failure to cure, Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligation under this Lease, use, apply or retain the whole or any part of the Security Deposit reasonably necessary for the payment of any amount which Landlord may spend by reason of Tenant’s default or as necessary to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s default. In the event Landlord uses or applies any portion of the Security Deposit, Tenant shall, within ten (10) business days after written demand by Landlord, remit to Landlord sufficient funds to restore the Security Deposit to its original sum. Failure by Tenant to so remit funds shall be a Default by Tenant. Tenant waives any restriction on the uses to which the Security Deposit or any portion thereof may be put contained in California Civil Code Section 1950.7 and Tenant hereby agrees that such Security Deposit may be applied against, among other things, delinquent rents accruing prior to termination of this Lease and future rent damages under California Civil Code Section 1951.2. Tenant also waives those provisions of California Civil Code Section 1950.7, except subsection (b), and all other provisions of law now or hereafter in force, which provide that Landlord may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance of it shall be returned to Tenant within thirty (30) days following the expiration of the Term and Tenant vacating possession of the Premises. If Landlord sells or transfers its interest in the Premises during the Term and deposits with the purchaser or credits to the purchaser the Security Deposit or balance of it, then, upon such sale or transfer and notice thereof to Tenant, Landlord shall be discharged from any further liability with respect to the Security Deposit.

5.2 Letter of Credit. At any time during the Lease Term, Tenant shall have the right, subject to the provisions of this Paragraph 5.2, to substitute for the cash Security Deposit referred to above (and deliver to Landlord) an unconditional, irrevocable, transferable, standby letter of credit (the “Letter of Credit”) in the amount of the Security Deposit Amount and issued by Comerica, or other a financial institution (“Issuer”) satisfactory to Landlord in its sole discretion. The Letter of Credit shall be substantially in the form attached as Exhibit G-1 or Exhibit G-2 hereto. The Letter of Credit shall permit partial draws, and provide that draws thereunder will be honored upon presentation by Landlord of Landlord’s drafts at site without conditions (other than typical draft request certification) at a location in the San Francisco Bay Area metropolitan area (which draft may be submitted by FedEx or similar overnight courier service). The Letter of Credit shall have an expiration period of one (1) year but shall automatically renew by its terms unless affirmatively cancelled by Issuer, in which case Issuer must provide Landlord thirty (30) days’ prior written notice of such expiration or cancellation. The Letter of Credit shall remain in effect, whether through replacement, renewal or extension, until forty-five (45) days after the expiration of the Lease Term, as the same may be extended. Any amount drawn under the Letter of Credit and not utilized by Landlord for the purposes permitted by this Lease shall be held as collateral for Tenant’s obligations under this Lease as provided in Paragraph 5.1 above or applied by Landlord for the payment of any amount which Landlord may spend by reason of Tenant’s default (after the expiration of applicable notice and cure periods) or as necessary to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s default (including, without limitation, delinquent Rentals owing by Tenant to Landlord and future rent damages under California Civil Code Section 1951.2). If the Tenant fails to renew or replace the Letter of Credit as required under this Lease at least ten (10) days before its stated expiration date, Landlord may draw upon the entire amount of the Letter of Credit. No fees applicable to the Letter of Credit shall be charged to Landlord.

The Letter of Credit shall provide, among other things, that (i) Landlord (or Landlord’s lender holding a security interest in the Premises and Building (“Lender”) if such Lender is named as a

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beneficiary, co-beneficiary with Landlord or authorized by Landlord to draw on the Letter of Credit) shall have a right to draw down an amount up to the face amount of the Letter of Credit upon presentation to the Issuer of Landlord’s (or its Lender’s) statement that such amount is due to Landlord under the terms and conditions of this Lease, as the same may be amended; it being understood that if Landlord is a corporation, partnership, limited liability company or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), a managing member, manager or other authorized member (if a limited liability company) or any authorized party (if another entity); and (ii) the Letter of Credit will be honored by the Issuer without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of the statement.

If, after Landlord accepts any Letter of Credit pursuant to the terms of this Paragraph 5.2, the Issuer of such Letter of Credit enters into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, including, without limitation, any receivership instituted or commenced by the Federal Deposit Insurance Corporation (“FDIC”), or is otherwise declared insolvent or downgraded by the FDIC (or is closed for any reason), or the FDIC repudiates the Letter of Credit, then, within ten (10) business days following the occurrence of such event, Tenant shall deliver to Landlord a replacement Letter of Credit in the same form and amount as the original Letter of Credit accepted by Landlord and from a new Issuer acceptable to Landlord in its sole and absolute discretion (or, in lieu thereof, Tenant may deliver a cash Security Deposit).

If Tenant breaches or fails to perform any obligation or covenant under or of this Lease beyond the expiration of any applicable notice and cure period, including, but not limited to, the payment of monthly Rent or any Additional Rent, Landlord may (but shall not be required to) draw upon all or any part of the Letter of Credit and use, apply, or retain all or any part of the cash proceeds thereof for the payment of any sums in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default (including, without limitation, delinquent Rentals owing by Tenant to Landlord and future rent damages under California Civil Code Section 1951.2). If Landlord draws upon all or any portion of the Letter of Credit for the foregoing purposes, Tenant shall, within ten (10) business days after written demand therefor, deliver a new Letter of Credit (in a form and issued by an Issuer meeting the requirements above) in an amount equal to the full amount required hereunder less the amounts, if any, drawn by Landlord under the Letter of Credit which were not used by Landlord to cure any then existing default by Tenant hereunder or to reimburse Landlord for any damage or loss caused by any such default (and which unapplied amounts so drawn by Landlord shall continue to be held by Landlord pursuant to the terms of this Paragraph 5.2, except that if Landlord later applies any of such previously unapplied amounts as permitted hereunder, then Tenant shall, within ten (10) business days after written demand therefor, deliver a new Letter of Credit (in a form and issued by an Issuer meeting the requirements above) in an amount equal to the amount of Letter of Credit proceeds so applied by Landlord). Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a draw by Landlord of any portion of the Letter of Credit. Tenant’s failure to timely deliver such new Letter(s) of Credit shall be a Default by Tenant (or default) under this Lease and shall entitle Landlord to draw upon the balance of the Letter(s) of Credit in full and retain the cash proceeds thereof in accordance with this Paragraph 5.2. Landlord shall not be required to keep any such amount separate from its general funds and Tenant shall not be entitled to interest on such funds. So long as Tenant is not in default at the expiration or termination of this Lease, as the same may be amended, the Letter(s) of Credit, and/or any cash proceeds thereof, held by Landlord or its Lender shall be returned to Tenant (or any assignee of Tenant), not later than thirty (30) days after Tenant has vacated the Premises, provided that subsequent to the expiration or earlier termination of this Lease, Landlord may draw upon the Letter(s) of Credit and retain therefrom sums in default by Tenant under this Lease, and/or amounts to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default, including, without limitation, (a) any and all

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amounts permitted by California Civil Code Section 1950.7, and (b) such sums as Landlord reasonably estimates will thereafter become due by reason of Tenant’s default, if any, under this Lease (including, without limitation, future rent damages under California Civil Code Section 1951.2). Landlord and Tenant hereby agree that Landlord may, in addition, claim those sums necessary to compensate Landlord for any other direct and foreseeable loss or damage caused by the act or omission of Tenant or Tenant’s officers, members, partners, agents, employees, independent contractors or invitees or the default of Tenant under this Lease.

Tenant agrees that Landlord shall have the right to pledge the Letter of Credit or otherwise grant a security interest therein to Landlord’s Lender, and shall have the right to deliver the Letter of Credit or all or any portion of the proceeds of such Letter of Credit to Landlord’s Lender in connection therewith, provided such Letter of Credit (or proceeds thereof) shall only be used in accordance with, and shall continue to be governed by, the terms and provisions of this Paragraph 5.2. At Landlord’s election, the Letter of Credit may name Landlord’s Lender as a beneficiary, or as a co-beneficiary with Landlord and/or may require that Landlord’s Lender sign the certification required to be presented for any draw against the Letter of Credit. Any draw-down on the Letter of Credit by Lender shall be credited against the applicable default by Tenant under the Lease. In the event of a termination or transfer of Landlord’s interest in this Lease or in the event Landlord sells and conveys the Building or Project to a third party, Landlord shall transfer its interest in the Letter of Credit to Landlord’s successor-in-interest under the Lease. In addition, upon termination or transfer of Landlord’s interest in this Lease, within ten (10) days after request by Landlord or Landlord’s successor, Tenant shall, as Landlord or Landlord’s successor shall request, either cause the Letter of Credit to be amended to name Landlord’s successor as the party entitled to draw down on the Letter of Credit subject to the terms and conditions of this Paragraph 5 and deliver such amendment to the requesting party, or shall obtain and deliver to the requesting party a new Letter of Credit meeting the requirements of this Paragraph 5.2, naming Landlord’s successor as the party entitled to draw down on the Letter of Credit subject to the terms and conditions of this Paragraph 5.2. At Landlord’s election, within ten (10) business days after request by Landlord, Tenant shall either cause the Letter of Credit to be amended to name Landlord’s Lender as the beneficiary, or as a co-beneficiary with Landlord, and/or as a signatory or cosigner of any certification presented for a draws down of the Letter of Credit, and to incorporate other changes to the Letter of Credit reasonably requested by Landlord’s Lender which do not alter or increase in any material respect Tenant’s obligations under this Paragraph 5.2 or in connection with the Letter of Credit, or shall obtain a new Letter of Credit to effectuate such changes and otherwise meeting the requirements of this Paragraph 5.2 above. Any reasonable fee due in connection with the transfer of Landlord’s rights as beneficiary under the Letter of Credit to a successor Landlord or to Landlord’s Lender, or in connection with an amendment to, or substitution of, a Letter of Credit, shall be paid by Tenant to the financial institution owed such fee upon demand. If Tenant fails to execute any documents necessary to transfer the Letter of Credit to Landlord’s successor-in-interest or Landlord’s Lender within ten (10) business days after Landlord’s written request therefor, Landlord may draw upon the Letter of Credit and transfer the cash proceeds thereof to Landlord’s successor-in-interest or Lender to be held as collateral for Tenant’s performance hereunder and applied, if applicable, in accordance with and subject to the terms and conditions of Paragraph 5.1. Tenant agrees that Landlord shall be released from liability for the return of the Letter of Credit or the unapplied cash proceeds thereof or any accounting of such proceeds upon a transfer of the Letter of Credit or unapplied cash proceeds thereof to Landlord’s successor-in-interest or lender in accordance with the foregoing procedure.

Tenant agrees not to look to Landlord’s successor-in-interest or Lender for accountability for any Letter of Credit or proceeds thereof required by the Landlord hereunder, unless such Letter of Credit or proceeds thereof has actually been received by Landlord’s successor-in-interest or Lender and has not been returned to Landlord.

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5.3 Reduction of Cash Security Deposit or Letter of Credit. Notwithstanding the provisions of Paragraph 5.1 and 5.2 above, if (i) Tenant has generated gross revenues of at least Forty-six Million Five Hundred One Thousand Six Hundred and 00/100 Dollars ($46,501,600.00) during calendar year 2012, and (ii) no Default by Tenant has occurred under this Lease prior to the expiration of calendar year 2012, then the cash Security Deposit or Letter of Credit, as the case may be, held by Landlord at the end of calendar year 2012 shall be reduced to One Hundred Thirty-two Thousand Four Hundred Eighty-one and 80/100 Dollars ($132,481.80); provided, however, prior to reducing such cash Security Deposit or Letter of Credit as provided above, Tenant shall produce evidence, reasonably satisfactory to Landlord (including, without limitation, audited financial statements), that the event described in clause (i) immediately above has occurred. In addition, notwithstanding the provisions of Paragraph 5.1 and 5.2 above, if (x) Tenant has generated gross revenues of at least Sixty-two Million Seven Hundred Twelve Thousand Eight Hundred and 00/100 Dollars ($62,712,800.00) during calendar year 2013, and (y) no Default by Tenant has occurred under this Lease prior to the expiration of calendar year 2013, then the cash Security Deposit or Letter of Credit, as the case may be, held by Landlord at the end of calendar year 2012 shall be reduced to Twenty-two Thousand Eighty and 30/100 Dollars ($22,080.3); provided, however, prior to reducing such cash Security Deposit or Letter of Credit as provided immediately above, Tenant shall produce evidence, reasonably satisfactory to Landlord (including, without limitation, audited financial statements), that the events described in clause (x) immediately above has occurred.

6. Use of Premises.

6.1 Permitted Uses. Tenant shall use the Premises and the Common Area only in conformance with applicable governmental or quasi-governmental laws, statutes, orders, regulations, rules, ordinances and other requirements now or hereafter in effect (collectively, “Laws”) for the purposes set forth in Paragraph 1.9 above, and for no other purpose without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, provided that such other use is in conformance with applicable Laws. Tenant acknowledges and agrees that Landlord has selected or will be selecting tenants for the Building in order to produce a mix of tenant uses compatible and consistent with the design integrity of the Building and with other uses of the Building; provided, however, the selection of Building tenants shall be in Landlord’s reasonable discretion and Landlord in making such selection shall not be deemed to be warranting that any use of the Building made by any such tenant is compatible or consistent with the design integrity of the Building or other uses of the Building. Any change in use of the Premises or the Common Area without the prior written consent of Landlord shall be a Default by Tenant. Tenant and Tenant’s agents shall comply with the provisions of any Declaration of Covenants, Conditions, and Restrictions affecting the Premises and the Common Area.

During the Term of this Lease, Tenant shall be permitted to have access to the Premises 24 hours per day, 7 days per week, 365 days per year, unless such access is prohibited, limited or restricted by any governmental or quasi-governmental law, statute, ordinance, rule or regulation, damage to or destruction or condemnation of the Premises, Building or other portion of the Project or due to an emergency.

6.2 Tenant to Comply with Legal Requirements. Tenant shall, at its sole cost, promptly comply with all Laws relating to or affecting Tenant’s particular use or occupancy of the Premises or use of the Common Area, now in force, or which may hereafter be in force, including without limitation those relating to utility usage and load or number of permissible occupants or users of the Premises, whether or not the same are now contemplated by the parties; with the provisions of all recorded documents affecting the Premises or the Common Area insofar as the same relate to or affect Tenant’s particular use or occupancy of the Premises or use of the Common Area; and with the requirements of any board of fire underwriters (or similar body now or hereafter constituted) relating to or affecting Tenant’s particular use or occupancy of the Premises or use of the Common Area. Tenant’s

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obligations pursuant to this Paragraph 6.2 shall include, without limitation, maintaining or restoring the Premises and making structural and non-structural alterations and additions in compliance and conformity with all Laws (except to the extent Landlord’s responsibility pursuant to the provisions of the last paragraph of Paragraph 2.4 above) and recorded documents, in each case to the extent relating to Tenant’s particular use or occupancy of the Premises during the Lease Term, Tenant’s application for any permit or governmental approval or alterations, additions or improvements made to the Premises by Tenant or the negligence or willful misconduct of Tenant or any of its agents, employees, contractors, invitees, licensees, sublessees or other representatives. Any alterations or additions undertaken by Tenant pursuant to this Paragraph 6.2 shall be subject to the requirements of Paragraph 13.1 below. At Landlord’s option, Landlord may make the required alteration, addition or change, and Tenant shall pay the cost thereof as Additional Rent. With respect to any structural alterations or additions as may be hereafter required with respect to the Building, Premises, or Common Area due to a change in laws and unrelated to Tenant’s specific use of the Premises or the Common Area, Tenant’s application(s) for any permit or governmental approval, Tenant’s alterations, additions or improvements to the Premises or the negligence or willful misconduct of Tenant or any of its agents, employees, contractors, invitees, licensees, sublessees or other representatives, the cost thereof shall be amortized at the lesser of (i) the annual rate of interest charged on the loan obtained by Landlord to finance the applicable structural alteration(s), addition(s) or improvement(s) (or if Landlord does not obtain a loan to finance such structural alteration(s), addition(s) or improvement(s), then at two percent (2%) above the prime rate or reference rate published in the Wall Street Journal (or if such rate is not published in the Wall Street Journal, then the prime rate or reference rate established by a national bank selected by Landlord)), or (ii) the maximum rate permitted by law, over the useful life of the alteration or addition, and Tenant shall pay its percentage share (as defined in Paragraph 1.10 above) of such monthly amortized cost on the first day of each month (prorated for any partial month) from the date of installation or repair through Lease Termination.

Tenant shall obtain prior to taking possession of the Premises any permits, licenses or other authorizations required for the lawful operation of its business at the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding against Tenant, regardless of whether Landlord is a party thereto or not, that Tenant has violated such Law or recorded document relating to Tenant’s particular use or occupancy of the Premises or use of the Common Area shall be conclusive of the fact of such violation by Tenant.

Without limiting the foregoing, Landlord agrees that it, at Landlord’s sole cost, shall be responsible for complying with any Laws that are violated as a result of the gross negligence or willful misconduct of Landlord or any of its agents, employees or contractors. Landlord also shall be responsible, at its sole cost, for compliance with Laws to the extent expressly provided in the last paragraph of Paragraph 2.4 above.

6.3 Prohibited Uses. Tenant and Tenant’s agents shall not commit or suffer to be committed any waste upon the Premises. Tenant and Tenant’s agents shall not do or permit anything to be done in or about the Premises, Building, Project or Common Area which will in any way obstruct or interfere with the rights of any other tenants of the Building or Project, other authorized users of the Common Area, or occupants of neighboring property, or injure them. Tenant shall not conduct or permit any auction or sale open to the public to be held or conducted on or about the Premises, Building, Project or Common Area. Tenant and Tenant’s agents shall not use or allow the Premises to be used for any unlawful, or hazardous purpose or any purpose not permitted by this Lease, nor shall Tenant or Tenant’s agents cause, maintain, or permit any nuisance in, on or about the Premises, Building, Project or Common Area. Tenant shall not overload existing electrical systems or other mechanical equipment servicing the Building, impair the efficient operation of the sprinkler system or the heating, ventilation or

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air conditioning equipment within or servicing the Building or damage, overload or corrode the sanitary sewer system. Tenant and Tenant’s agents shall not do or permit anything to be done in or about the Premises nor bring or keep anything in the Premises which will in any way increase the rate of any insurance upon any portion of the Project or any of its contents, or cause a cancellation of any insurance policy covering any portion of the Project or any of its contents, nor shall Tenant or Tenant’s agents keep, use or sell or permit to be kept, used or sold in or about the Premises any articles which may be prohibited by a standard form policy of fire insurance. In the event the rate of any insurance upon any portion of the Project or any of its contents is increased because of Tenant’s particular use (as distinct from normal office use or normal ancillary use) of the Premises or that of Tenant’s agents, Tenant shall pay, as Additional Rent, the full cost of such increase; provided, however this provision shall in no event be deemed to constitute a waiver of Landlord’s right to declare a default hereunder by reason of the act or conduct of Tenant or Tenant’s agents causing such increase or of any other rights or remedies of Landlord in connection therewith. Tenant and Tenant’s agents shall not place any loads upon the floor, walls or ceiling of the Premises which would endanger the Building or the structural elements thereof or of the Premises, nor place any harmful liquids in the drainage system of the Building or Common Area. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Project except in enclosed trash containers designated for that purpose by Landlord. No materials, supplies, equipment, finished products (or semi-finished products), raw materials, or other articles of any nature shall be stored upon, or be permitted to remain on, any portion of the Project outside the Premises.

6.4 Hazardous Materials. Neither Tenant nor Tenant’s agents shall permit the introduction, placement, use, storage, manufacture, transportation, release or disposition (collectively “Release”) of any Hazardous Material(s) (defined below) on or about any portion of the Project without the prior written consent of Landlord, which consent may be withheld in the sole and absolute discretion of Landlord without any requirement of reasonableness in the exercise of that discretion. Notwithstanding the immediately preceding sentence to the contrary, Tenant may use de minimis quantities of the types of materials which are technically classified as Hazardous Materials but commonly used in domestic or office use to the extent not in an amount, which, either individually or cumulatively, would be a “reportable quantity” under any applicable Law and such other Hazardous Materials as are commonly used in connection with, and necessary for the operation of, Tenant’s business provided that Landlord receives notice prior to such Hazardous Materials being brought onto the Premises and Landlord consents in writing to such Hazardous Materials. In all cases, Tenant shall use such Hazardous Materials in compliance with all applicable Laws. Tenant covenants that, at its sole cost and expense, Tenant will comply, and cause its agents, employees, contractors, sublessees, licensees and invitees to comply, with all applicable Laws with respect to the Release by Tenant, its agents, employees, contractors, sublessees, licensees or invitees of such permitted Hazardous Materials. Any Release beyond the scope allowed in this paragraph shall be subject to Landlord’s prior consent, which may be withheld in Landlord’s sole and absolute discretion, and shall require an amendment to the Lease in the event Landlord does consent which shall set forth the materials, scope of use, indemnification and any other matter required by Landlord in Landlord’s sole and absolute discretion. Tenant shall indemnify, defend and hold Landlord and Landlord’s agents, members and lenders harmless from and against any and all claims, losses, damages, liabilities, actions, causes of action, clean up and remediation costs, penalties, liens, costs and/or expenses arising in connection with the Release of Hazardous Materials in violation of Hazardous Materials Laws by Tenant, Tenant’s agents or any other person using the Premises with Tenant’s knowledge and consent or authorization. Tenant’s obligation to defend, hold harmless and indemnify pursuant to this Paragraph 6.4 shall survive Lease Termination.

The foregoing indemnity shall not apply to, and Tenant shall not be responsible for, the presence of Hazardous Materials on, under, or about the Premises, Building or Common Area to the extent in existence as of the date hereof or to the extent caused by any third parties (i.e. persons or entities other

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than Tenant or its agents, employees, affiliates, contractors, subcontractors, sublessees, licensees, invitees, and other representatives) or by Landlord or Landlord’s employees, agents or contractors unless and to the extent such Hazardous Materials are exacerbated by the negligent acts of Tenant or any of Tenant’s agents, employees, affiliates, contractors, invitees, licensees, sublessees or other representatives.

As used in this Lease, the term “Hazardous Materials” means any chemical, substance, waste or material which has been or is hereafter determined by any federal, state or local governmental authority to be capable of posing risk of injury to health or safety, including without limitation, those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Hazardous Materials Transportation Act, as amended, and in the regulations promulgated pursuant to said laws; those substances defined as “hazardous wastes” in section 25117 of the California Health & Safety Code, or as “hazardous substances” in section 25316 of the California Health & Safety Code, as amended, and in the regulations promulgated pursuant to said laws; those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or designated by the Environmental Protection Agency (or any successor agency) as hazardous substances (see, e.g., 40 CFR Part 302 and amendments thereto); such other substances, materials and wastes which are or become regulated or become classified as hazardous or toxic under any Laws, including without limitation the California Health & Safety Code, Division 20, and Title 26 of the California Code of Regulations; and any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a “hazardous substance” pursuant to section 311 of the Clean Water Act of 1977, 33 U.S.C. sections 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to section 307 of the Clean Water Act of 1977 (33 U.S.C. § 1317), as amended; (v) flammable explosives; (vi) radioactive materials; or (vii) radon gas.

Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect, investigate, sample and/or monitor the Premises, the Building and Common Area, including any soil, water, groundwater, or other sampling, to the extent reasonably necessary to determine whether Tenant is complying with the terms of this Lease with respect to Hazardous Materials. In connection therewith, Tenant shall provide Landlord with reasonable access to all portions of the Premises; provided, however, that Landlord shall avoid any unreasonable interference with the operation of Tenant’s business on the Premises. In the event Tenant has violated any of its covenants or agreements set forth in this Paragraph 6.4 or it is determined that Tenant has discharged or released Hazardous Materials in, on or under the Premises or any other portion of the Project, then all reasonable costs incurred by Landlord in performing such inspections, investigation, sampling and/or monitoring shall be reimbursed by Tenant to Landlord as Additional Rent within thirty (30) days after Landlord’s demand for payment.

7. Taxes.

7.1 Personal Property Taxes. Tenant shall cause Tenant’s trade fixtures, equipment, furnishings, furniture, merchandise, inventory, machinery, appliances and other personal property installed or located on the Premises (collectively the “personal property”) to be assessed and billed separately from the Land and the Building. Tenant shall pay before delinquency any and all taxes, assessments and public charges levied, assessed or imposed upon or against Tenant’s personal property. If any of Tenant’s personal property shall be assessed with the Land or the Building, Tenant shall pay to Landlord, as Additional Rent, the amounts attributable to Tenant’s personal property within thirty (30) days after receipt of a written statement from Landlord setting forth the amount of such taxes, assessments and public charges attributable to Tenant’s personal property. Tenant shall comply with the provisions of any Law which requires Tenant to file a report of Tenant’s personal property located on the Premises.

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7.2 Other Taxes Payable Separately by Tenant. Tenant shall pay (or reimburse Landlord, as Additional Rent, if Landlord is assessed), prior to delinquency or within thirty (30) days after receipt of Landlord’s statement thereof, any and all taxes, levies, assessments or surcharges payable by Landlord or Tenant and relating to this Lease or the Premises (other than Landlord’s net income, succession, transfer, gift, franchise, estate or inheritance taxes, and Taxes, as that term is defined in Paragraph 7.3(a) below, payable as an Operating Expense), whether or not now customary or within the contemplation of the parties hereto, whether or not now in force or which may hereafter become effective, including but not limited to taxes:

(a) Upon, allocable to, or measured by the area of the Premises or the Rentals payable hereunder, including without limitation any gross rental receipts, excise, or other tax levied by the state, any political subdivision thereof, city or federal government with respect to the receipt of such Rentals;

(b) Upon or with respect to the use, possession occupancy, leasing, operation and management of the Premises or any portion thereof;

(c) Upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or

(d) Imposed as a means of controlling or abating the use of energy or any natural resource (including without limitation gas, electricity or water), including, without limitation, any parking taxes, levies or charges or vehicular regulations imposed by any governmental agency. Tenant shall also pay, prior to delinquency, all privilege, sales, excise, use, business, occupation, or other taxes, assessments, license fees, or charges levied, assessed or imposed upon Tenant’s business operations conducted at the Premises.

In the event any such taxes are payable by Landlord and it shall not be lawful for Tenant to reimburse Landlord for such taxes, then the Rentals payable hereunder shall be increased to net Landlord the same net Rental after imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

7.3 Common Taxes.

(a) Definition of Taxes. The term “Taxes” as used in this Lease shall collectively mean (to the extent any of the following are not paid by Tenant pursuant to Paragraphs 7.1 and 7.2 above) all real estate taxes and general and special assessments (including, but not limited to, assessments for public improvements or benefit); personal property taxes; taxes based on vehicles utilizing parking areas on the Land; taxes computed or based on rental income or on the square footage of the Premises or the Building (including without limitation any municipal business tax but excluding federal, state and municipal net income taxes); increases in real property taxes arising from a change in ownership of the Project, or applicable portion thereof; environmental surcharges; excise taxes; gross rental receipts taxes; sales and/or use taxes; employee taxes; water and sewer taxes, levies, assessments and other charges in the nature of taxes or assessments (including, but not limited to, assessments for public improvements or benefit); and all other governmental, quasi-governmental or special district impositions of any kind and nature whatsoever; regardless of whether any of the foregoing are now customary or within the contemplation of the parties hereto and regardless of whether resulting from

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increased rate and/or valuation, or whether extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing and which during the Lease Term are laid, levied, assessed or imposed upon Landlord and/or become a lien upon or chargeable against any portion of the Project under or by virtue of any present or future laws, statutes, ordinances, regulations, or other requirements of any governmental, quasi-governmental or special district authority whatsoever. The term “environmental surcharges” shall include any and all expenses, taxes, charges or penalties imposed by the Federal Department of Energy, Federal Environmental Protection Agency, the Federal Clean Air Act, or any regulations promulgated thereunder, or imposed by any other local, state or federal governmental agency or entity now or hereafter vested with the power to impose taxes, assessments or other types of surcharges as a means of controlling or abating environmental pollution or the use of energy or any natural resource in regard to the use, operation or occupancy of the Project. The term “Taxes” shall include (to the extent the same are not paid by Tenant pursuant to Paragraphs 7.1 and 7.2 above), without limitation, all taxes, assessments, levies, fees, impositions or charges levied, imposed, assessed, measured, or based in any manner whatsoever upon or with respect to the use, possession, occupancy, leasing, operation or management of the Project or in lieu of or equivalent to any Taxes set forth in this Paragraph 7.3(a). In the event any such Taxes are payable by Landlord and it shall not be lawful for Tenant to reimburse Landlord for such Taxes, then the Rentals payable hereunder shall be increased to net Landlord the same net Rental after imposition of any such Tax upon Landlord as would have been payable to Landlord prior to the imposition of any such Tax.

(b) Operating Expense. All Taxes which are levied or assessed or which become a lien upon any portion of the Project or which become due or accrue during the Lease Term shall be an Operating Expense, and Tenant shall pay as Additional Rent each month during the Lease Term 1/12th of its annual share of such Taxes, based on Landlord’s estimate thereof, pursuant to Paragraph 12 below. Tenant’s share of Taxes during any partial tax fiscal year(s) within the Lease Term shall be prorated according to the ratio which the number of days during the Lease Term or of actual occupancy of the Premises by Tenant, whichever is greater, during such year bears to 365.

8. Insurance; Indemnity; Waiver.

8.1 Insurance by Landlord. Landlord shall, during the Lease Term, procure and keep in force the following insurance, the cost of which shall be an Operating Expense, payable by Tenant pursuant to Paragraph 12 below:

(a) Property Insurance. “Special Form” or “all risk” property insurance, covering the Building and other buildings located within the Project (and improvements located with the Common Area to the extent desired to be insured by Landlord). Such insurance shall be in the full amount of the replacement cost of the foregoing, with reasonable deductible amounts, which deductible amounts shall be an Operating Expense, payable by Tenant pursuant to Paragraph 12. Such insurance may also include rental income insurance, insuring that one hundred percent (100%) of the Rentals (as the same may be adjusted hereunder) will be paid to Landlord for a period of up to twelve (12) months if the Premises are destroyed or damaged, or such longer period as may be determined by Landlord or required by any beneficiary of a deed of trust or any mortgagee of any mortgage affecting the Premises. Landlord may so insure the Project separately, or may insure the Project with other property owned by Landlord which Landlord elects to insure together under the same policy or policies. Landlord shall have the right, but not the obligation, in its sole and absolute discretion, to obtain insurance for such additional perils that Landlord deems appropriate, including, without limitation, coverage for damage by earthquake and/or flood. Such insurance maintained by Landlord as provided herein shall not cover any leasehold improvements installed in the Premises by Tenant at its expense, or Tenant’s equipment, trade fixtures, inventory, fixtures, furniture or furnishings or personal property located on or in the Premises;

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(b) Liability Insurance. Commercial general liability (lessor’s risk) insurance against any and all claims for personal injury, death or property damage occurring in or about the Building or the Land. Such insurance shall be on an occurrence basis and shall be in an amount as determined by Landlord; and

(c) Other. Such other insurance as Landlord deems necessary and prudent.

8.2 Insurance by Tenant. Tenant shall, during the Lease Term, at Tenant’s sole cost and expense, procure and keep in force the following insurance:

(a) Personal Property Insurance. “Special Form” or “all risk” property insurance on all leasehold improvements installed in the Premises by or on behalf of Tenant, and on all equipment, trade fixtures, inventory, fixtures and personal property located on or in the Premises, including improvements or fixtures hereinafter constructed or installed on the Premises by Tenant or Tenant’s agents, employees, contractors or subcontractors. Such insurance shall be in an amount equal to the full replacement cost of the aggregate of the foregoing and shall provide coverage comparable to the coverage in the standard ISO all risk form, subject to reasonable deductibles. Such insurance shall also provide coverage for water damage from any cause whatsoever, including, but not limited to, back up or overflow from sprinkler leakage, bursting, leaking or stoppage of any pipes, explosion and back up of sewers and drainage. Landlord shall be named as a loss payee on Tenant’s property insurance covering any leasehold improvements the cost of which was paid for, in whole or in part, by the Improvement Allowance referred to in Paragraph 2.3 above, and any proceeds of such property insurance policy attributable to such improvements shall be paid to Landlord and Tenant as their interests may appear. Tenant shall not be required to maintain earthquake or flood insurance with respect to any leasehold improvements installed in the Premises by or on behalf of Tenant or any equipment, trade fixtures, inventory, fixtures and/or personal property located on or in the Premises, including improvements or fixtures hereinafter constructed or installed on the Premises by Tenant or Tenant’s agents, employees, contractors or subcontractors.

(b) Liability Insurance. Commercial general liability insurance for the mutual benefit of Landlord and Tenant, against any and all claims for personal injury, death or property damage occurring in or about the Premises and Common Area or arising out of Tenant’s or Tenant’s agents’ use of the Common Area, use or occupancy of the Premises or Tenant’s operations on the Premises. Such insurance shall be on an occurrence basis and have a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence (such minimum limit may take into consideration excess or umbrella liability insurance maintained by Tenant covering the Premises and Common Area). The minimum limits specified above are the minimum amounts required by Landlord, and may be revised by Landlord from time to time to meet changed circumstances, including without limitation to reflect changes consistent with the standards required by other landlords in the county in which the Premises are located and which are then being required of all other tenants at the Project whose use of their respective premises is similar to Tenant’s permitted uses. Such liability insurance shall be primary and not contributing to any insurance available to Landlord, and Landlord’s insurance (if any) shall be in excess thereto. Such insurance shall specifically insure Tenant’s performance of the indemnity, defense and hold harmless agreements contained in Paragraph 8.4, although Tenant’s obligations pursuant to Paragraph 8.4 shall not be limited to the amount of any insurance required of or carried by Tenant under this Paragraph 8.2(b). Tenant shall be responsible for insuring that the amount of insurance maintained by Tenant is sufficient for Tenant’s purposes.

(c) Intentionally Omitted.

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(d) Business Auto Liability Insurance. If applicable, business auto liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident.

(e) Workers Compensation Insurance. Insurance protecting against liability under worker’s compensation laws with limits at least as required by statute.

(f) Other. Such other insurance that is either (i) reasonably required by any lender holding a security interest in the Building and which is then commercially available at commercially reasonable rates and is customarily carried by tenants of similar property in similar businesses, or (ii) reasonably required by Landlord and customarily carried by tenants of similar property in similar businesses.

(g) Form of Policies. The policies required to be maintained by Tenant pursuant to Paragraphs 8.2(a), (b), (c) (d), (e) and (f) above shall be with companies having a Best’s Insurance rating of A- VIII or better and be on forms, with deductible amounts (if any), and loss payable clauses (as to the insurance referred to in Paragraph 8.2(a) applicable to leasehold improvements installed by or on behalf of Tenant) reasonably satisfactory to Landlord, shall include Landlord and the beneficiary or mortgagee of any deed of trust or mortgage encumbering the Premises and/or the Land as additional insureds (other than for Workers Compensation), and shall provide that such parties may, although additional insureds, recover for any loss suffered by Tenant’s negligence. Certified copies of policies or certificates of insurance shall be delivered to Landlord prior to the Commencement Date; a new policy or certificate shall be delivered to Landlord prior to the expiration date of the old policy. Tenant shall have the right to provide insurance coverage which it is obligated to carry pursuant to the terms hereof in a blanket policy, provided such blanket policy expressly affords coverage to the Premises and Common Area and to Tenant as required by this Lease. Tenant shall notify and, if then generally obtainable from Tenant’s insurance agent or broker or insurer, Tenant shall obtain a written obligation on the part of Tenant’s insurance agent or broker or insurer(s) to notify, Landlord and any beneficiary or mortgagee of a deed of trust or mortgage encumbering the Premises and/or the Land in writing of any delinquency in premium payments and at least thirty (30) days prior to any cancellation or modification of any policy (but at least ten (10) days prior to cancellation of any policy for non-payment of any premium). Tenant’s policies shall provide coverage on an occurrence basis and not on a claims made basis. In no event shall the limits of any policies maintained by Tenant be considered as limiting the liability of Tenant under this Lease.

8.3 Failure by Tenant to Obtain Insurance. If Tenant does not take out the insurance required pursuant to Paragraph 8.2 or keep the same in full force and effect, Landlord may, but shall not be obligated to, take out the necessary insurance and pay the premium therefor, and Tenant shall repay to Landlord, as Additional Rent, the amount so paid promptly upon demand. In addition, Landlord may recover from Tenant and Tenant agrees to pay, as Additional Rent, any and all reasonable expenses (including reasonable attorneys’ fees) and damages which Landlord may sustain by reason of the failure of Tenant to obtain and maintain such insurance, it being expressly declared that the expenses and damages of Landlord shall not be limited to the amount of the premiums thereon.

8.4 Indemnification. Tenant shall indemnify, hold harmless, and defend Landlord with competent counsel reasonably satisfactory to Landlord against all claims, liabilities, losses, damages, actions, causes of action, demands, judgments, penalties, costs and expenses arising out of any occurrence in, on or about the Building, Common Area or Land, if caused or contributed to by Tenant or any of Tenant’s agents, employees, affiliates, contractors, subcontractors, invitees, licensees, sublessees

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or other representatives or arising out of any occurrence in, upon or at the Premises or on account of the use, condition, or occupancy of the Premises; provided, however, such indemnification, defense and hold harmless obligation shall not be applicable to any claims, losses, damages, expenses or liabilities to the extent arising out of the negligence or willful misconduct of Landlord or that of its agents, employees or contractors. Tenant’s indemnification, defense and hold harmless obligations under this Lease shall include and apply to reasonable attorneys’ fees, investigation costs, and other costs actually incurred by Landlord. Tenant shall further indemnify, defend and hold harmless Landlord from and against any and all claims, losses, damages, liabilities or expenses arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease. The provisions of this Paragraph 8.4 shall survive Lease Termination with respect to any damage, injury, liability, claim, death, breach or default occurring prior to such termination. Except as set forth in this Paragraph 8.4, this Lease is made on the express condition that Landlord shall not be liable for, or suffer loss by reason of, injury to person or property, from whatever cause, in any way connected with the condition, use, or occupancy of the Premises specifically including, without limitation, any liability for injury to the person or property of Tenant or Tenant’s agents, employees, affiliates, contractors, subcontractors, invitees, licensees, sublessees or other representatives.

Notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant be liable hereunder for any consequential damages; provided, however, that the foregoing shall not limit Tenant’s liability for consequential damages as expressly provided in this Lease (e.g., third party claims under Tenant’s indemnity obligations, nor for consequential damages that may be suffered by Landlord in connection with (i) any holding over in the Premises after the expiration of the Lease Term or earlier termination of this Lease without Landlord’s prior written consent in accordance with Paragraph 35 below, or (ii) any breach by Tenant of any of the provisions of Paragraph 6.4 above. Further, nothing contained in this paragraph shall affect Landlord’s rights and remedies under Paragraph 14.2 below, including, without limitation, the remedy afforded Landlord by California Civil Code Section 1951.2(a)(4) and more specifically described in Paragraph 14.2.1(d) below.

8.5 Claims by Tenant. Except as expressly provided in Paragraph 8.4, Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord, for injury or death to any person, damage to any property, or loss of use of any property in any portion of the Project by and from all causes, including without limitation, any defect in any portion of the Project and/or any damage or injury resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, whether the damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources. Landlord shall not be liable for any damages arising from any act or negligence of any other tenant or user of the Project. Tenant or Tenant’s agents shall immediately notify Landlord in writing of any known defect in the Project. Tenant’s waiver of claims and release of Landlord as provided in this Paragraph 8.5 above shall not apply to any damage or injury caused by Landlord’s willful misconduct or negligence, or that of its agents, employees or contractors; provided, however, under no circumstances shall Landlord be liable to Tenant for consequential damages, such as lost profits, loss of business or lost income.

8.6 Mutual Waiver of Subrogation. Landlord hereby releases Tenant, and Tenant hereby releases Landlord, and their respective officers, agents, employees and servants, from any and all claims or demands of damages, loss, expense or injury to the Project, or to the furnishings, fixtures, equipment, inventory or other property of either Landlord or Tenant in, about or upon the Project, which is caused by or results from perils, events or happenings which are the subject of insurance carried by the respective parties pursuant to this Paragraph 8 and in force at the time of any such loss, whether due to

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the negligence of the other party or its agents and regardless of cause or origin; provided, however, that such waiver shall be effective only to the extent permitted by the insurance covering such loss, to the extent such insurance is not prejudiced thereby, and to the extent insured against.

9. Utilities. Tenant shall pay during the Lease Term and prior to delinquency all charges for water, gas, light, heat, power, electricity, telephone or other communication service, janitorial service, trash pick-up, sewer and all other services supplied to Tenant or consumed by Tenant on the Premises (collectively the “Services”) and all taxes, levies, fees or surcharges therefor. Tenant shall arrange for Services (except water service) to be supplied to the Premises and shall contract for all of the Services (except for water service) in Tenant’s name prior to the Commencement Date (or prior to the date Tenant accepts possession of the Premises, or applicable portion thereof, pursuant to the terms of Paragraph 3.3 above). The Commencement Date shall not be delayed by reason of any failure by Tenant to so contract for such Services. Landlord discloses to Tenant that gas and electrical usage is separately metered to the Premises and Tenant shall timely pay the applicable gas and electricity provider (currently PG&E), prior to delinquency, for all gas and electricity used or consumed in the Premises during the Term of the Lease as measured by such separate meter. In the event that any of the Services are not separately metered (such as water service) as of the Commencement Date, the cost of such Services shall be an Operating Expense and Tenant shall pay, as Additional Rent, Tenant’s proportionate share of such cost to Landlord as provided in Paragraph 12 below, except that if any meter services less than the entire Building, Tenant’s proportionate share of the costs measured by such meter shall be based upon the square footage of the gross leasable area in the Premises as a percentage of the total square footage of the gross leasable area of the portion of the Building serviced by such meter. Landlord may elect in its sole and absolute discretion to install a separate meter to measure water usage by Tenant with respect to the Premises and, if such a separate meter is so installed by Landlord, Tenant shall pay, as Additional Rent, within thirty (30) days following receipt of invoice from time to time, for its water consumption and usage measured by such meter. If Landlord determines that Tenant is using a disproportionate amount of any commonly metered Services or an amount in excess of the customary amount of any Services ordinarily furnished for use of the Premises in accordance with the uses set forth in Paragraph 6 above, then Landlord may elect to periodically charge Tenant, as Additional Rent, a sum equal to Landlord’s reasonable estimate of the cost of Tenant’s excess use of any or all such Services. If Tenant disputes the amount charged by Landlord pursuant to the terms of the immediately preceding sentence, then Tenant shall have a right to dispute and audit such charges in accordance with the provisions of the last paragraph of Paragraph 12.2 below. Tenant may not withhold payment of such charges pending completion of such audit.

The lack or shortage of any Services due to any cause whatsoever (except for a lack or shortage proximately caused by the negligence or willful misconduct Landlord or that of its agents or employees) shall not affect any obligation of Tenant hereunder, and Tenant shall faithfully keep and observe all the terms, conditions and covenants of this Lease and pay all Rentals due hereunder, all without diminution, credit or deduction. Tenant acknowledges and agrees that in no event shall Landlord be liable to Tenant for any consequential damages, such as lost profits, loss of business or lost income, if there is any lack or shortage of any Services or utilities to the Premises. Notwithstanding the foregoing, if Services are interrupted as a result of the gross negligence or willful misconduct of Landlord for more than three (3) consecutive business days and such interruption of Services renders the Premises or any portion thereof untenantable for the normal conduct of Tenant’s business at the Premises and Tenant has ceased using such untenantable portion, then, provided Tenant gives Landlord written notice of such interruption of Service(s) within two (2) business days following the date Tenant first becomes aware of such interruption of Service(s), Tenant’s obligation to pay Rent shall be abated with respect to the untenantable portion of the Premises that Tenant has ceased using for the period beginning on the fourth consecutive business day after the aforementioned conditions are met and ending on the earlier of (x) the date Tenant recommences using the Premises or the applicable portion thereof, or (y) the date on which

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the Service(s) is fully restored. In addition, if there is an interruption of Services not caused by Landlord’s gross negligence or willful misconduct that renders the Premises or any portion thereof untenantable for the normal operation of Tenant’s business at the Premises and Tenant has ceased using such untenantable portion, but Tenant is not entitled to an abatement of Rent with respect to such untenantable portion of the Premises pursuant to the terms of the immediately preceding sentence (because the interruption of such Services was not caused by Landlord’s gross negligence or willful misconduct), then, provided Tenant gives Landlord written notice of such interruption of such Service(s) within two (2) business days following the date Tenant first becomes aware of such interruption of such Service(s) and provided further that Landlord is maintaining rental loss insurance and rental loss insurance proceeds would be payable to Landlord if Tenant’s Rent were abated with respect to the portion of the Premises rendered untenantable by the interruption of such Service(s), then Tenant’s obligation to pay Rent shall be abated with respect to the untenantable portion of the Premises that Tenant has ceased using for the period beginning on the fourth (4th) consecutive business day after the aforementioned conditions are met and ending on the earlier of (x) the date Tenant recommences using the Premises or the applicable portion thereof, or (y) the date on which the Service(s) is fully restored; provided, however, Tenant’s Rent shall not be abated in an amount greater than the amount of rental loss proceeds actually paid to Landlord with respect to the portion of the Premises rendered untenantable by the interruption of such Service(s).

10. Repairs and Maintenance.

10.1 Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall maintain in good order and repair the structural roof (and roof membrane), structural and exterior walls (including painting thereof) and foundations of the Building. Tenant shall give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. The costs incurred by Landlord in maintaining and repairing (and replacing, if necessary) the roof membrane shall be an Operating Expense and Tenant shall pay, as Additional Rent, Tenant’s share of such costs to Landlord as provided in Paragraph 12 below. All other costs incurred by Landlord pursuant to the provisions of this Paragraph 10.1 shall not be an Operating Expense but shall be the responsibility of Landlord to maintain and repair; provided, however, however, if repair or replacement of the structural roof (and/or roof membrane), structural or exterior walls or foundations of the Building or subsurface utilities is caused by (i) Tenant’s breach of any of Tenant’s obligations under this Lease, (ii) any misuse of the Premises or Building by, or negligence or willful misconduct of, Tenant or any of Tenant’s agents, employees, contractors, subcontractors, invitees, licensees, sublessees or other representatives, then, to the extent so caused, Tenant, subject to Tenant’s right to dispute the same, shall reimburse or pay to Landlord as Additional Rent, within thirty (30) days following receipt of a written statement or invoice and reasonable back up documentation of such costs, for one hundred percent (100%) of the costs paid or incurred by Landlord to repair or replace the same less any insurance proceeds received by Landlord allocable to such structural roof (or roof membrane), structural or exterior walls, foundation or subsurface utilities. If Tenant disputes any of the costs or charges required to be paid by Tenant pursuant to the terms of the immediately preceding sentence, Tenant may not withhold payment of such costs or charges billed or invoiced by Landlord to Tenant pending the resolution of such dispute.

10.2 Tenant’s Responsibilities. Except as expressly provided in Paragraph 10.1 above, and subject to the provisions of Paragraph 2.4 above, Tenant shall, at its sole cost, maintain the entire Premises and every part thereof, including without limitation, windows, skylights, window frames, plate glass, freight docks, doors and related hardware, interior walls and partitions (but not structural walls), and the electrical, plumbing, lighting, heating, ventilation and air conditioning systems servicing the Premises in good order, condition and repair. Tenant’s obligations with respect to the heating and air conditioning systems of the Premises shall, subject to Landlord’s one (1) year warranty set forth in

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Paragraph 2.4 above, include the replacement of components thereof; however, if an entire HVAC unit(s) shall need to be replaced, then Landlord shall be responsible for replacing such HVAC unit(s) and, unless otherwise covered by Landlord’s one (1) year warranty referred to in Paragraph 2.4 above, the cost thereof shall be amortized at the lesser of (i) the annual rate of interest charged on the loan obtained by Landlord to finance the replacement of such HVAC unit(s) (or if Landlord does not obtain a loan to finance such improvement, then at two percent (2%) above the prime rate or reference rate published in the Wall Street Journal (or if such rate is not published in the Wall Street Journal, then the prime rate or reference rate established by a national bank selected by Landlord)), or (ii) the maximum rate permitted by law, over the useful life of the HVAC unit(s) (as reasonably determined by Landlord) of such replacement HVAC unit(s), and shall be paid monthly by Tenant from the date of installation through Lease Termination or the expiration of the useful life of such replacement HVAC unit(s); provided, however, if the replacement is made necessary due to Tenant’s breach of this Lease, any misuse of the Premises or Building by, or negligence or willful misconduct of, Tenant or any of Tenant’s agents, employees, contractors, subcontractors, invitees, licensees, sublessees or other representatives, then Landlord (or Tenant if Landlord designates Tenant in writing to undertake such replacement of the applicable HVAC unit) shall undertake such replacement but the cost of such replacement shall, subject to dispute by Tenant, be borne 100% by Tenant (or such lesser percentage as is commensurate with the percentage of fault of Tenant or its agents’, employees’, contractors’, subcontractors’, invitees’, licensees’, sublessees’ or other representatives’ if Tenant was not the sole cause of such need for replacement) and shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt of a written invoice or bill therefor. If Tenant disputes any of such replacement costs, then Tenant may not withhold payment of such replacement costs billed or charged to Tenant by Landlord pending resolution of such dispute. Tenant shall maintain continuously throughout the Lease Term a service contract for the maintenance of all such HVAC equipment exclusively servicing the Premises with a licensed HVAC repair and maintenance contractor reasonably approved by Landlord, which contract provides for normal quarterly periodic inspection and servicing of the HVAC equipment, and Tenant shall provide Landlord with inspection reports prepared by such HVAC repair and maintenance contractor within thirty (30) days following such quarterly inspections. Tenant shall furnish Landlord with copies of the HVAC service contract(s), which shall provide that they may not be canceled or changed without at least thirty (30) days’ prior written notice to Landlord. Notwithstanding the foregoing, Landlord may elect at any time to assume responsibility for the maintenance, repair and replacement of such HVAC equipment, and the cost of the repair, maintenance and/or replacement, as the case may be, shall be included in Operating Expenses charged to Tenant unless such repair or replacement costs are covered by Landlord’s one (1) year warranty under Paragraph 2.4 above; provided, however, such replacement costs (together with interest thereon as provided in this paragraph above) shall be amortized over the useful life of such replacement HVAC equipment unless covered by Landlord’s one (1) year warranty referred to in Paragraph 2.4 above.

If Tenant fails to commence repairs or perform maintenance work required of Tenant hereunder within fourteen (14) days after written notice from Landlord specifying the need for such repairs or maintenance work or Tenant thereafter fails to diligently process such repair or maintenance work to completion, Landlord or Landlord’s agents may, in addition to all other rights and remedies available hereunder or by law and without waiving any alternative remedies, enter into the Premises and make such repairs and/or perform such maintenance work. If Landlord makes such repairs and/or performs such maintenance work, Tenant shall reimburse Landlord upon demand and as Additional Rent, for the reasonable cost of such repairs and/or maintenance work. Landlord shall use reasonable efforts to avoid causing any inconvenience to Tenant or interference with the use of the Premises by Tenant or Tenant’s agents during the performance of any such repairs or maintenance. Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use of the Premises by Tenant or Tenant’s agents as a result of Landlord performing any such repairs or maintenance (except to the extent arising

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out of the gross negligence or willful misconduct Landlord or that of its agents or employees; provided, however, under no circumstances shall Landlord be liable to Tenant for consequential damages, including, without limitation, lost profits, loss of business or lost income). Tenant shall reimburse Landlord, on demand and as Additional Rent, for the cost of damage to the Project caused by Tenant or Tenant’s agents. Tenant expressly waives the benefits of any statute now or hereafter in effect (including without limitation the provisions of subsection 1 of Section 1932, Section 1941 and Section 1942 of the California Civil Code and any similar law, statute or ordinance now or hereafter in effect) which would otherwise afford Tenant the right to make repairs at Landlord’s expense (or to deduct the cost of such repairs from Rentals due hereunder) or to terminate this Lease because of Landlord’s failure to keep the Premises in good and sanitary order.

11. Common Area.

11.1 In General. Subject to the terms and conditions of this Lease and such rules and regulations as Landlord may from time to time prescribe, Tenant and Tenant’s agents shall have, in common with other tenants of the Building and other buildings located on the Land and other permitted users, the nonexclusive right to use during the Lease Term the access roads, parking areas, sidewalks, landscaped areas and other facilities on the Land or in the Building designated by Landlord for the general use and convenience of the occupants of the Building and other authorized users, which areas and facilities are referred to herein as the “Common Area.” This right to use the Common Area shall terminate upon Lease Termination. Landlord reserves the right to promulgate such reasonable rules and regulations relating to the use of all or any portion of the Common Area and/or the safety of tenants and occupants of the Project and to amend such rules and regulations from time to time with or without advance notice, as Landlord may deem appropriate for the best interests of the occupants of the Building and other authorized users. Any amendments to the rules and regulations shall be effective as to Tenant, and binding on Tenant, upon delivery of a copy of such rules and regulations to Tenant. Tenant and Tenant’s agents shall observe such rules and regulations, as the same may be amended, and any failure by Tenant or Tenant’s agents to observe and comply with the rules and regulations, as the same may be amended, shall be a Default by Tenant. Landlord shall not be responsible for the nonperformance of the rules and regulations by any tenants or occupants of the Building or other authorized users, nor shall Landlord be liable to Tenant by reason of the noncompliance with or violation of the rules and regulations by any other tenant or user.

Landlord shall at all times have exclusive control of the Common Area. Landlord shall have the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of rent, to: (i) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii) change the shape, size, location and extent of the Common Area; (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures; (v) make changes to the Common Area including, without limitation, changes in the location of driveways, entrances passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi) remove unauthorized persons from the Project; and/or (vii) change the name or address of the Building or Project. Landlord agrees not to make any change in the Common Areas that will materially and adversely interfere with Tenant’s use of the Premises as permitted under this Lease or reduce Tenant’s parking spaces or reasonable access to the Premises. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If in the opinion of Landlord unauthorized persons are using any of the Common Area by reason of the presence of Tenant in the Building, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any

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such rights regarding the Common Area, Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business. Landlord shall have no obligation to provide guard services or other security measures for the benefit of the Project. Tenant assumes all responsibility for the protection of Tenant and Tenant’s agents from acts of third parties; provided, however, that nothing contained herein shall prevent Landlord, at its sole option, from providing security measures for the Project.

11.2 Parking Areas. Tenant is allocated and Tenant and Tenant’s employees and invitees shall have the nonexclusive right to use not more than the number of parking spaces set forth in Paragraph 1.13, the location of which may be designated from time to time by Landlord. Neither Tenant nor Tenant’s agents shall at any time use more parking spaces than the number so allocated to Tenant or park or permit the parking of their vehicles in any portion of the Land not designated by Landlord as a nonexclusive parking area. Tenant and Tenant’s agents, employees, contractors, invitees, sublessees and guests shall not have the exclusive right to use any specific parking space. Notwithstanding the number of parking spaces designated for Tenant’s nonexclusive use, in the event by reason of any Law relating to or affecting parking on the Land, or any other cause beyond Landlord’s reasonable control, Landlord is required to reduce the number of parking spaces on the Land, Landlord shall have the right to proportionately reduce the number of Tenant’s parking spaces and the nonexclusive parking spaces of other tenants in the Building. Landlord reserves the right to promulgate such reasonable rules and regulations relating to the use of such parking areas on the Land as Landlord may deem appropriate, provided that the same do not in any way charge Tenant for the right to use such parking areas. Landlord furthermore reserves the right, after having given Tenant reasonable notice, to have any vehicles owned by Tenant or Tenant’s agents which are parked in violation of the provisions of this Paragraph 11.2 or in violation of Landlord’s rules and regulations relating to parking, to be towed away at the cost of the owner of the towed vehicle. In the event Landlord elects or is required by any law to limit or control parking on the Land, by validation of parking tickets or any other method, Tenant agrees to participate in such validation or other program under such reasonable rules and regulations as are from time to time established by Landlord, provided that the same do not in any way charge Tenant for the right to use such parking areas. Provided that Tenant’s use, occupancy and enjoyment of the Premises or access to the Premises is not unreasonably interfered with, Landlord shall have the right to close, at reasonable times, all or any portion of the parking areas for any reasonable purpose, including without limitation, the prevention of a dedication thereof, or the accrual of rights of any person or public therein. Tenant and Tenant’s agents shall not at any time park or permit the parking of (i) trucks or other vehicles (whether owned by Tenant or other persons) adjacent to any loading areas so as to interfere in any manner with the use of such areas, (ii) Tenant’s or Tenant’s agents’ vehicles or trucks, or the vehicles or trucks of Tenant’s suppliers or others, in any portion of the Common Area not designated by Landlord for such use by Tenant, or (iii) any inoperative vehicles or equipment on any portion of the Common Area.

11.3 Maintenance by Landlord. Landlord shall maintain the Common Area in good repair and condition as determined by Landlord and shall manage the Common Area in accordance with Landlord’s customary standards. The expenditures for such maintenance shall be at the reasonable discretion of Landlord. The cost of such maintenance, operation and management shall be an “Operating Expense,” and Tenant shall pay to Landlord, as Additional Rent, Tenant’s share of such costs as provided in Paragraph 12 below.

12. Operating Expenses.

12.1 Definition. “Operating Expense” or “Operating Expenses” as used in this Lease shall mean and include all items identified in other paragraphs of this Lease as an Operating Expense and the total cost paid or incurred by Landlord for the operation, maintenance, repair, security and management of the Project which costs shall include, without limitation: the cost of Services and utilities

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supplied to the Project (to the extent the same are not separately charged or metered to tenants of the Building or the Premises); water; sewage; trash removal; fuel; electricity; heat; lighting systems; fire protection systems; storm drainage and sanitary sewer systems; periodic inspection and regular servicing of the heating, ventilation and air conditioning systems of the Premises (if undertaken, or caused to be undertaken, by Landlord and not covered by Landlord’s one (1) year warranty referred to in Paragraph 2.4)); maintaining, repairing and replacing, if necessary, the roof membrane; property and liability insurance covering the Building (and other buildings located on the Land) and the Land and any other insurance carried by Landlord pursuant to Paragraph 8 above; commercially reasonable deductibles under such insurance policies maintained by Landlord (provided, however, if payment of such deductible by Landlord is caused or triggered by the willful misconduct of Tenant or any of its agents, employees, contractors, subcontractors, invitees, licensees, sublessees or other representatives, then Tenant shall reimburse or pay to Landlord, within thirty (30) days following receipt of a statement or invoice, one hundred percent of the amount of such deductible); window cleaning; cleaning, sweeping, striping, sealing and/or resurfacing of parking and driveway areas; cleaning the Common Area; cleaning and repairing of sidewalks, curbs, stairways; costs related to irrigation systems and Project signs; fees for licenses and permits required for the operation of the Project; the non-capital cost of complying with Laws, including, without limitation, maintenance, alterations and repairs required in connection therewith (it being understood that capital costs of complying with Laws is further addressed below); costs related to landscape maintenance; the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses; all additional costs and expenses incurred by Landlord with respect to the operation, protection, maintenance, repair and replacement of the Project which would be considered a current expense (and not a capital expenditure) pursuant to generally accepted accounting principles; and, except to the extent such capital expenditures are to be borne by Landlord at its sole cost pursuant to the terms of Paragraph 2.4 or Paragraph 6.2 above, the costs of the following capital improvements to the Project: (x) capital improvements required to be constructed in order to comply with any Law (excluding hazardous materials Laws) not in effect or applicable to the Project as of the date of this Lease (it being agreed that Landlord may not charge as an Operating Expense any compliance with any existing or future hazardous materials Law), (y) modification of existing or construction of additional capital improvements or building service equipment for the purpose of reducing the consumption of utility Services or Operating Expenses of the Project or (z) replacement of capital improvements or building service equipment existing as of the date of this Lease when required because of normal wear or obsolescence. The cost of (i) capital repair items or capital improvements (i.e., items which Landlord is required to capitalize and not expense in the current year for federal income tax purposes) that are permitted herein, including, without limitation, replacement of the HVAC system serving the Premises and replacement of exterior windows, (ii) replacement of the roof membrane, (iii) resurfacing the parking lot, and (iv) repainting the exterior of the Building, shall be amortized at the lesser of (x) the annual rate of interest charged on the loan obtained by Landlord to finance such improvement (or if Landlord does not obtain a loan to finance such improvement, then at two percent (2%) above the prime rate or reference rate published in the Wall Street Journal (or if such rate is not published in the Wall Street Journal, then the prime rate or reference rate established by a national bank selected by Landlord), or (y) the maximum rate permitted by law, over the useful life of the repair or item, and such amortized cost shall be included in Operating Expenses from the date of installation or repair through Lease Termination; provided, however, if the HVAC system serving the Premises, parking areas, exterior windows or roof membrane need to be replaced due to (A) Tenant’s breach of any of Tenant’s obligations under this Lease, (B) any misuse of the HVAC system, parking areas, exterior windows or roof membrane by, or negligence or willful misconduct of, Tenant or any of Tenant’s agents, employees, contractors, subcontractors, invitees, licensees, sublessees or other representatives, then Tenant shall reimburse or pay to Landlord, within ten (10) days following receipt of a statement or invoice and reasonable back up documentation of such costs, for one hundred percent (100%) (or such lesser percentage as is commensurate with the percentage of fault of Tenant or

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its agents’, employees’, contractors’, subcontractors’, invitees’, licensees’, sublessees’ or other representatives’ if Tenant was not the sole cause of such need for replacement) of the costs paid or incurred by Landlord to replace such HVAC system, parking areas, exterior windows or roof membrane, as the case may be, less any insurance proceeds received by Landlord allocable to the HVAC system, parking areas, exterior windows or roof membrane.

In addition to Tenant’s obligation to pay to Landlord the Tenant’s percentage share of Operating Expenses as provided herein, provided it is not included in the Operating Expenses, Tenant also shall pay to Landlord a management fee, as Additional Rent, on the first day of each month during the Lease Term, in an amount equal to three percent (3%) of the monthly Rent payable by Tenant to Landlord under this Lease.

The specific examples of Operating Expenses stated in this Paragraph 12.1 are in no way intended to and shall not limit the costs comprising Operating Expenses (except where otherwise expressly limiting, if at all), nor shall such examples be deemed to obligate Landlord to incur such costs or to provide such services or to take such actions except as Landlord may be expressly required in other portions of this Lease, or except as Landlord, in its reasonable discretion, may elect. Subject to the terms and conditions hereof, and the right of Tenant to audit Operating Expenses, all reasonable costs incurred by Landlord in good faith for the operation, maintenance, repair, security and management of the Project shall be deemed conclusively binding on Tenant.

Notwithstanding the foregoing or anything to the contrary contained herein, the following shall be excluded from Landlord’s Operating Expenses:

(1) All capital expenditures and depreciation, except as otherwise explicitly provided in this Section 12.1;

(2) Leasing fees or commissions, advertising and promotional expenses, legal fees, the cost of tenant improvements, build out allowances, moving expenses, assumption of rent under existing leases and other concessions incurred in connection with leasing space in the Building or the Project;

(3) Interest on indebtedness, debt amortization, ground rent, and refinancing costs for any mortgage or ground lease of the Building, the Project or the Land;

(4) Legal, auditing, consulting and professional fees and other costs paid or incurred in connection with financings, refinancings or sales of any of Landlord’s interest in the Building, the Project or the Land;

(5) Costs incurred in performing work or furnishing services for any tenant (including Tenant), whether at such tenant’s or Landlord’s expense, to the extent that such work or service is in excess of any work or service that Landlord is obligated to furnish to Tenant at Landlord’s expense (e.g., if Landlord agrees to provide extra cleaning to another tenant, the cost thereof would be excluded);

(6) The cost of any item or service to the extent to which Landlord is actually reimbursed or compensated by insurance, any tenant (other than as an Operating Expense), or any third party;

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(7) Insurance premiums to the extent any tenant causes Landlord’s existing insurance premiums to increase or requires Landlord to purchase additional insurance because of such tenant’s use of the Building for other than office purposes;

(8) Any advertising, promotional or marketing expenses for the Building or the Project;

(9) The cost of any service or materials provided by any party related to Landlord, to the extent such costs exceed the reasonable cost for such service or materials absent such relationship in buildings similar to the Buildings in the vicinity of the Building owned by third parties;

(10) Penalties and interest for late payment of any obligations of Landlord, including, without limitation, taxes, insurance, equipment leases and other past due amounts;

(11) Unfunded contributions to operating expense reserves;

(12) Any management fee and any salaries or other compensation paid to employees of Landlord above the grade of Building manager (however, provided it is not included in Operating Expenses, Tenant shall be obligated to pay to Landlord as a direct and separate charge a monthly management fee each month during the Lease Term equal to three percent (3%) of the monthly Rent payable by Tenant to Landlord under this Lease);

(13) The cost of testing, remediation or removal of Hazardous Materials in the Building or on the Land, unless caused by Tenant or its contractors, subcontractors, agents, employees or invitees, in which event Tenant shall pay one hundred percent (100%) of such costs;

(14) Costs of repairs, replacements, alterations or improvements necessary to make the Building, the Project or the Land comply with applicable law as of the date of this Lease;

(15) The cost of any services or systems for that portion of the Project occupied by Landlord or affiliates of Landlord or which are not provided generally to other tenants in the Project;

(16) Landlord’s charitable and political contributions;

(17) Costs of acquiring, leasing, installing, displaying, protecting, insuring, restoring or renewing works of art (however, the cost of routine maintenance of such artwork, if any, shall be an Operating Expense);

(18) Costs with respect to any common area cost of the Project in excess of the Building’s proportionate share thereof as described in Paragraph 1.10 above;

(19) Costs incurred with respect to a sale or transfer of all or any portion of the Project or any interest therein;

(20) Costs incurred in connection with building additional stories on the Building, or adding buildings or other structures adjoining the Building; and

(21) Any bad debt loss, rent loss or reserves for bad debts or rent loss.

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12.2 Payment of Operating Expenses by Tenant. Prior to the Commencement Date, and annually thereafter, Landlord shall deliver to Tenant an estimate of Operating Expenses for the succeeding year. Tenant’s payment of its percentage share of Operating Expenses shall be based upon Landlord’s estimate of Operating Expenses and shall be payable in equal monthly installments in advance on the first day of each calendar month commencing on the date specified in Paragraph 1.6 and continuing throughout the Lease Term. Tenant shall pay to Landlord, as Additional Rent and without deduction or offset, an amount equal to Tenant’s percentage share (stated in Paragraph 1.10 above) of the Operating Expenses. Alternatively, as Landlord may elect at any time or from time to time, to invoice Tenant directly for Tenant’s percentage share of any Operating Expense(s) actually incurred or paid by Landlord but not theretofore billed to Tenant, and Tenant shall pay such the same within thirty (30) days after receipt of Landlord’s invoice, but not more often than once each calendar month.

Landlord shall revise its estimate of Operating Expenses on an annual basis, and Landlord may adjust the amount of Tenant’s monthly installment in the event of a material change in Operating Expenses during any year.

Within one hundred twenty (120) days following the end of each calendar year, Landlord shall furnish Tenant an annual reconciliation statement (and a statement within one hundred twenty (120) days after Lease Termination) showing the actual Operating Expenses for the period to which Landlord’s estimate pertains and shall concurrently either bill Tenant for the balance due (payable upon demand by Landlord) or credit Tenant’s account for the excess previously paid. Notwithstanding anything to the contrary contained in this Lease, within one hundred eighty (180) days after receipt by Tenant of Landlord’s statement of Operating Expenses prepared pursuant to this Paragraph 12.2 for any prior annual period during the Lease Term, any employee of Tenant or a certified public accountant or lease auditor selected by Tenant and reasonably approved by Landlord (provided such certified public accountant or lease charges for its services on an hourly basis and not based on a percentage of recovery or similar incentive method) shall have the right to inspect the books of Landlord applicable to Operating Expenses for the immediately preceding year during the business hours of Landlord and upon not less than five (5) business days’ advance notice, at Landlord’s office or, at Landlord’s option, such other location as Landlord reasonably may specify, for the purpose of verifying the information contained in the statement. All expenses of such inspection shall be borne by Tenant unless it is determined by such accountant or lease auditor (and CPA Firm (as defined below) if such CPA firm is retained by Landlord or Tenant as provided below), that Landlord overstated Tenant’s percentage share of Operating Expenses by more than five percent (5%), in which event Landlord shall reimburse Tenant for the reasonable cost of such audit. If Tenant’s inspection reveals a discrepancy in the comparative annual reconciliation statement, Tenant shall deliver a copy of the inspection report and supporting calculations to Landlord within sixty (60) days after completion of the inspection. If Tenant and Landlord are unable to resolve the discrepancy within thirty (30) days after receipt of the inspection report, either party may upon written notice to the other have the matter decided by an inspection by an independent certified public accounting firm approved by Landlord and Tenant (the “CPA Firm”), which approval shall not be unreasonably withheld or delayed (or, if neither approve, then by expedited commercial arbitration pursuant to the rules of the American Arbitration Association, the cost of which shall be borne equally by Landlord and Tenant). If the inspection by the CPA Firm shows that the actual amount of Operating Expenses payable by Tenant is greater than the amount previously paid by Tenant for such accounting period, Tenant shall immediately pay Landlord the difference. If the inspection by the CPA firm shows that the actual amount to be paid by Tenant is less than the amount actually paid by Tenant, then the difference (plus Tenant’s reasonable audit expenses if such CPA firm determines that Landlord overstated Tenant’s percentage share of Operating Expenses by more than five percent (5%)) shall be applied in payment of the next estimated monthly installments of Operating Expenses owing by Tenant, or in the event such accounting follows the expiration of the Term hereof, such difference shall be

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refunded to Tenant. Tenant may not withhold payment of any Operating Expenses pending completion of any inspection or audit of Operating Expenses. Unless Tenant asserts specific errors in its inspection report with respect to a particular annual reconciliation statement, such annual reconciliation statement shall be deemed correct as between Landlord and Tenant, except as to individual components subsequently determined to be in error by future audit.

13. Alterations and Improvements.

13.1 In General. Tenant shall not make, or permit to be made, any alterations, removals, changes, enlargements, improvements or additions (collectively “Alterations”) in, on, about or to the Premises, or any part thereof, including Alterations required pursuant to Paragraph 6.2, without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed) and without acquiring and complying with the conditions of all permits required for such Alterations by any governmental authority having jurisdiction thereof. Landlord hereby consents to Tenant making the Alterations shown on the demo floor plan and floor plan attached hereto as Exhibit C, provided Tenant complies with all the other provisions of Paragraph 13 and 17 with respect to such Alterations. The term “Alterations” as used in this Paragraph 13 shall also include all heating, lighting, electrical (including all wiring, conduit outlets, drops, buss ducts, main and subpanels), air conditioning and partitioning in the Premises made by Tenant regardless of how affixed to the Premises. As a condition to the giving of its consent, Landlord may impose such reasonable requirements as Landlord reasonably may deem necessary, including without limitation, the manner in which the work is done; a right of approval of the contractor (not to be unreasonably withheld, delayed or conditioned) by whom the work is to be performed (it being agreed that Tenant may use non-union labor); the times during which the work is to be accomplished; and the requirement that Tenant reimburse Landlord, as Additional Rent, for Landlord’s actual costs for outside consultants incurred in reviewing any proposed Alteration (other than with respect to the Initial Tenant Improvements referred to in Section 2.3 below), whether or not Landlord’s consent is granted. No completion bond shall be required to be posted by Tenant with respect to any Alteration unless the estimated cost of the Alterations comprising a work of improvement (as reasonably determined by Landlord) is greater than Five Hundred Thousand Dollars ($500,000.00), in which event Landlord reserves the right to require that Tenant post a completion bond in an amount and form reasonably satisfactory to Landlord. In the event Landlord consents to the making of any Alterations by Tenant, the same shall be made by Tenant at Tenant’s sole cost and expense, substantially in accordance with the plans and specifications approved by Landlord and in a manner causing Landlord and Landlord’s agents and other tenants of the Building the least interference and inconvenience practicable under the circumstances. Tenant shall give written notice to Landlord five (5) days prior to employing any laborer or contractor to perform services related to, or receiving materials for use upon the Premises, and prior to the commencement of any work of improvement on the Premises. Any Alterations to the Premises made by Tenant shall be made in accordance with applicable Laws and in a first-class workmanlike manner. In making any such Alterations, Tenant shall, at Tenant’s sole cost and expense, file for and secure and comply with any and all permits or approvals required by any governmental departments or authorities having jurisdiction thereof and any utility company having an interest therein. In no event shall Tenant make any structural changes to the Premises without Landlord’s prior written consent (which may be given or withheld in Landlord’s sole and absolute discretion) or make any changes to the Premises which would weaken or impair the structural integrity of the Building or adversely affect any of the building systems serving the Building or Premises.

13.2 Removal Upon Lease Termination. At the time Tenant requests Landlord’s consent to any Alterations, Tenant shall request a decision from Landlord in writing as to whether Landlord will require Tenant, at Tenant’s expense, to remove any such Alterations and restore the Premises to their prior condition at Lease Termination and Landlord shall make such determination and

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shall so inform Tenant. Landlord may elect, at the time it approves Tenant’s Alterations (or if Tenant fails to requests Landlord’s consent to any Alterations, then at any time prior to Lease Termination), to have all or a portion of such Alterations removed from the Premises at Lease Termination, and Tenant shall, at its sole cost and expense, remove at Lease Termination such Alterations designated by Landlord for removal and repair all damage to the Project arising from such removal. In the event Tenant fails to remove any such Alterations designated by Landlord for removal, Landlord, without waiving any or all other rights and remedies available to Landlord, may remove any Alterations made to the Premises by Tenant, restore the Premises to their prior condition and repair all damage to the Premises and Common Area arising from such removal, and may recover from Tenant all costs and expenses actually incurred thereby, together with an amount equal to the fair rental value of the Premises for the period of time required for Landlord to accomplish such removal and restoration. Tenant’s obligation to pay such costs and expenses to Landlord shall survive Lease Termination. Unless Landlord elects to have Tenant remove any such Alterations (or Landlord removes any such Alterations pursuant to its right above), all such Alterations, except for moveable furniture, personal property and equipment, and trade fixtures of Tenant not affixed to the Premises, shall become the property of Landlord upon Lease Termination (without any payment therefor) and remain upon and be surrendered with the Premises at Lease Termination.

13.3 Landlord’s Improvements. All fixtures, improvements or equipment which are installed, constructed on or attached to the Premises, Building or Common Area by Landlord shall be a part of the realty and belong to Landlord.

14. Default and Remedies.

14.1 Events of Default. The term “Default by Tenant” as used in this Lease shall mean the occurrence of any of the following events:

(a) Tenant’s failure to pay when due any Rentals and such failure is not cured within ten (10) days after delivery of written notice from Landlord specifying such failure to pay;

(b) Commencement and continuation for at least ninety (90) days of any case, action or proceeding by, against or concerning Tenant under any federal or state bankruptcy, insolvency or other debtor’s relief law, including without limitation, (i) a case under Title 11 of the United States Code concerning Tenant, whether under Chapter 7, 11, or 13 of such Title or under any other Chapter, or (ii) a case, action or proceeding seeking Tenant’s financial reorganization or an arrangement with any of Tenant’s creditors;

(c) Voluntary or involuntary appointment of a receiver, trustee, keeper or other person who takes possession for more than ninety (90) days of substantially all of Tenant’s assets or of any asset used in Tenant’s business on the Premises, regardless of whether such appointment is as a result of insolvency or any other cause;

(d) Execution of an assignment for the benefit of creditors of substantially all assets of Tenant available by law for the satisfaction of judgment creditors;

(e) Commencement of proceedings for winding up or dissolving (whether voluntary or involuntary) the entity of Tenant, if Tenant is a corporation, limited liability company or a partnership (other than pursuant to a merger or consolidation in which Tenant is not the surviving entity and which does not require the consent of Landlord);

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(f) Levy of a writ of attachment or execution on Tenant’s interest under this Lease, if such writ continues for a period of sixty (60) days;

(g) Transfer of this Lease or the Premises by Tenant in violation of the provisions of Paragraph 24 below and such violation is not cured within ten (10) days after written notice of such violation if given by Landlord to Tenant; or

(h) Breach by Tenant of any term, covenant, condition, warranty, or provision contained in this Lease (other than those referred to in any other subsection of this Paragraph 14.1) or of any other obligation owing or due to Landlord and such breach is not cured within thirty (30) days after written notice of such breach is given by Landlord to Tenant (or if a breach under this subparagraph 14.1(h) cannot be reasonably cured within thirty (30) days, if Tenant does not commence to cure the breach within the thirty (30) day period or does not diligently and in good faith prosecute the cure to completion).

14.2 Remedies. Upon any Default by Tenant, Landlord shall have the following remedies, in addition to all other rights and remedies provided by law, to which Landlord may resort cumulatively, or in the alternative:

14.2.1 Termination. Landlord may terminate this Lease by giving written notice of termination to Tenant, in which event this Lease shall terminate on the date set forth for termination in such notice. In the event Landlord terminates this Lease, Landlord shall have the right to recover from Tenant:

(a) The worth at the time of award of the unpaid Rentals which had been earned at the time of termination;

(b) The worth at the time of award of the amount by which the unpaid Rentals which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

(c) The worth at the time of award (computed by discounting at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent) of the amount by which the Rentals for the balance of the Lease Term after the time of award exceed the amount of such rental loss that Tenant proves could be reasonably avoided;

(d) Any other amounts necessary to compensate Landlord for all detriment proximately caused by the Default by Tenant or which in the ordinary course of events would likely result, including without limitation the following:

(i) Expenses in retaking possession of the Premises;

(ii) Expenses for cleaning, repairing or restoring the Premises;

(iii) Any unamortized real estate brokerage commission paid in connection with this Lease;

(iv) Expenses for removing, transporting, and storing any of Tenant’s property left at the Premises (although Landlord shall have no obligation to remove, transport, or store any such property);

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(v) Expenses of reletting the Premises, including without limitation, brokerage commissions and reasonable attorneys’ fees;

(vi) Reasonable attorneys’ fees and court costs; and

(vii) Costs of carrying the Premises such as repairs, maintenance, taxes and insurance premiums, utilities and security precautions (if any).

(e) The “worth at the time of award” of the amounts referred to in subparagraphs (a) and (b) of this Paragraph 14.2.1 is computed by allowing interest at an annual rate equal to the greater of: ten percent (10%); or five percent (5%) plus the rate established by the Federal Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the month immediately preceding the Default by Tenant, on advances to member banks under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time to time amended, not to exceed the maximum rate allowable by law.

14.2.2 Continuance of Lease. Upon any Default by Tenant and unless and until Landlord elects to terminate this Lease pursuant to Paragraph 14.2.1 above, this Lease shall continue in effect after the Default by Tenant and Landlord may enforce all its rights and remedies under this Lease, including without limitation, the right to recover payment of Rentals as they become due, less any amounts collected by Landlord as consideration for a re-letting of the Premises. Neither efforts by Landlord to mitigate damages caused by a Default by Tenant nor the acceptance of any Rentals shall constitute a waiver by Landlord of any of Landlord’s rights or remedies, including the rights and remedies specified in Paragraph 14.2.1 above, except to the extent that such damages are actually mitigated or liquidated.

15. Damage or Destruction.

15.1 Definition of Terms. For the purposes of this Lease, the term: (a) “Insured Casualty” means damage to or destruction of the Premises from a cause actually insured against, or required by this Lease to be insured against, for which the insurance proceeds paid or made available to Landlord are sufficient to rebuild or restore the Premises under then existing building codes to the condition existing immediately prior to the damage or destruction; and (b) “Uninsured Casualty” means damage to or destruction of the Premises from a cause not actually insured against, or not required to be insured against, or from a cause actually insured against but for which the insurance proceeds paid or made available to Landlord are for any reason insufficient to rebuild or restore the Premises under then-existing building codes to the condition existing immediately prior to the damage or destruction, or from a cause actually insured against but for which the insurance proceeds are not paid or made available to Landlord within ninety (90) days of the event of damage or destruction.

15.2 Insured Casualty.

15.2.1 Rebuilding Required. In the event of an Insured Casualty where the extent of damage or destruction is less than twenty-five percent (25%) of the then full replacement cost of the Premises, Landlord shall rebuild or restore the Premises to the condition existing immediately prior to the damage or destruction, provided the damage or destruction was not a result of a willful act of Tenant, and that there exist no governmental codes or regulations that would interfere with Landlord’s ability to so rebuild or restore.

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15.2.2 Landlord’s Election. In the event of an Insured Casualty where the extent of damage or destruction is equal to or greater than twenty-five percent (25%) of the then full replacement cost of the Premises, Landlord may, at its option and at its sole discretion, rebuild or restore the Premises to the condition existing immediately prior to the damage or destruction, or terminate this Lease. Landlord shall notify Tenant in writing within sixty (60) days after the event of damage or destruction of Landlord’s election to either rebuild or restore the Premises or terminate this Lease.

15.2.3 Continuance of Lease. If Landlord is required to rebuild or restore the Premises pursuant to Paragraph 15.2.1 or if Landlord elects to rebuild or restore the Premises pursuant to Paragraph 15.2.2, this Lease shall remain in effect and Tenant shall have no claim against Landlord for compensation for inconvenience or loss of business during any period of repair or restoration and all Rentals shall proportionately abate during the period following such casualty until the completion of such repair or restoration based upon the extent to which the damage or destruction renders the Premises untenantable and Tenant is unable to occupy the Premises as a result of the same.

15.3 Uninsured Casualty. In the event of an Uninsured Casualty, Landlord may, at its option and at its sole discretion (i) rebuild or restore the Premises as soon as reasonably possible at Landlord’s expense unless the damage or destruction was caused by a willful act of Tenant, in which event Tenant shall pay all costs of rebuilding or restoring, in which event this Lease shall continue in full force and effect or (ii) terminate this Lease, in which event Landlord shall give written notice to Tenant within sixty (60) days after the event of damage or destruction of Landlord’s election to terminate this Lease as of the date of the event of damage or destruction, and if the damage or destruction was caused by a willful act of Tenant, then Tenant shall be liable therefore to Landlord.

15.4 Tenant’s Election. Notwithstanding anything to the contrary contained in this Paragraph 15, Tenant may elect to terminate this Lease in the event the Premises are damaged or destroyed and, in the reasonable opinion of Landlord’s architect or construction consultants, the restoration of the Premises cannot be substantially completed within two hundred ten (210) days after the event of damage or destruction (and such notice shall provide the later date by which such architect or consultant estimates the restoration to be complete). Tenant’s election shall be made by written notice to Landlord within twenty (20) days after Tenant receives from Landlord the estimate of the time needed to complete repair or restoration of the Premises. If Tenant does not deliver said notice within said twenty (20) day period, Tenant may not later terminate this Lease if substantial completion of the rebuilding or restoration occurs subsequent to said two hundred ten (210) day period, provided that Landlord is not proceeding with diligence to rebuild or restore the Premises. If Tenant delivers said termination notice within said twenty (20) day period, this Lease shall terminate as of the date of the event of damage or destruction.

15.5 Damage or Destruction Near End of Lease Term. Notwithstanding anything to the contrary contained in this Paragraph 15, in the event the Premises are materially damaged or destroyed in whole or in part from any cause during the last twelve (12) months of the Lease Term and cannot reasonably be restored within thirty (30) days following the occurrence of such damage or destruction, Landlord (or Tenant provided such damage or destruction was not caused by the acts, omissions, negligence or willful misconduct of Tenant or any of its agents, employees, contractors, invitees, licensees or other representatives) may, at its option, terminate this Lease as of the date of the event of damage or destruction by giving written notice to the other of its election to do so within thirty (30) days after the event of such damage or destruction.

15.6 Termination of Lease. If the Lease is terminated pursuant to this Paragraph 15, the current Rent and all other Rentals shall be fully proportionately reduced during the period following

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the event of damage or destruction until the date on which Tenant surrenders the Premises based upon the extent to which the damage or destruction renders the Premises untenantable and Tenant is unable to occupy the Premises as a result of the same. The proceeds of insurance carried by Tenant pursuant to Paragraph 8.2 shall be paid to Landlord and Tenant, as their interests appear.

15.7 Abatement of Rentals. If the Premises are to be rebuilt or restored pursuant to this Paragraph 15, the then all current Rentals shall be proportionately reduced during the period of repair or restoration, based upon the extent to which the damage or destruction renders the Premises untenantable and Tenant is unable to occupy the Premises as a result of the same.

15.8 Liability for Personal Property. Except to the extent arising out of the gross negligence or willful misconduct Landlord or that of its agents, employees, contractors or invitees (and then subject to the provisions of Paragraph 8.6 above), in no event shall Landlord have any liability for, nor shall it be required to repair or restore, any injury or damage to any Alterations to the Premises made by Tenant, trade fixtures, equipment, merchandise, furniture, or any other property installed by Tenant or at the expense of Tenant. If Landlord or Tenant does not elect to terminate this Lease pursuant to this Paragraph 15, Tenant shall be obligated to promptly rebuild or restore the same to substantially the same condition existing immediately prior to the damage or destruction in accordance with the provisions of Paragraph 13.1, subject to changes needed for Tenant’s business.

15.9 Waiver of Civil Code Remedies. Landlord and Tenant acknowledge that the rights and obligations of the parties upon damage or destruction of the Premises are as set forth herein; therefore Tenant hereby expressly waives any rights to terminate this Lease upon damage or destruction of the Premises, except as specifically provided by this Lease, including without limitation any rights pursuant to the provisions of Subdivision 2 of Section 1932 and Subdivision 4 of Section 1933 of the California Civil Code, as amended from time to time, and the provisions of any similar law hereinafter enacted, which provisions relate to the termination of the hiring of a thing upon its substantial damage or destruction. Notwithstanding anything to the contrary contained herein, in no event shall Tenant have any liability to Landlord (or any of its insurers or lenders or any other party) with respect to a casualty except for Landlord’s deductibles under Landlord’s casualty and/or property insurance policy or policies maintained by Landlord and except to the extent such casualty is caused by the willful misconduct of Tenant or any of Tenant’s agents, employees, contractors, invitees, licensees, sublessees or other representatives; it being agreed by Landlord that Landlord has either obtained all insurance that it requires for such a risk, or has, as a business decision, determined not to maintain such coverage.

16. Condemnation.

16.1 Definition of Terms. For the purposes of this Lease, the term: (a) “Taking” means a taking of the Premises, Common Area or Building or damage related to the exercise of the power of eminent domain and includes, without limitation, a voluntary conveyance, in lieu of court proceedings, to any agency, authority, public utility, person or corporate entity empowered to condemn property; (b) “Total Taking” means the Taking of the entire Premises or so much of the Premises, Building or Common Area as to prevent or substantially impair the use thereof by Tenant for the uses herein specified; provided, however, that in no event shall the Taking of less than twenty percent (20%) of the Premises or fifty percent (50%) of the Building and Common Area be considered a Total Taking; (c) “Partial Taking” means the Taking of only a portion of the Premises, Building or Common Area which does not constitute a Total Taking; (d) “Date of Taking” means the date upon which the title to the Premises, Building or Common Area or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; and (e) “Award” means the amount of any award made, consideration paid, or damages ordered as a result of a Taking.

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16.2 Rights. The parties agree that in the event of a Taking all rights between them or in and to an Award shall be as set forth herein.

16.3 Total Taking. In the event of a Total Taking during the Lease Term: (a) the rights of Tenant under this Lease and the leasehold estate of Tenant in and to the Premises shall cease and terminate as of the Date of Taking; (b) Landlord shall refund to Tenant any prepaid Rent and the unused balance of the Security Deposit; (c) Tenant shall pay Landlord any Rentals due Landlord under the Lease, prorated as of the Date of Taking; (d) to the extent the Award is not payable to the beneficiary or mortgagee of a deed of trust or mortgage affecting the Premises, Tenant shall receive from the Award those portions of the Award attributable to trade fixtures of Tenant; and (e) the remainder of the Award shall be paid to and be the property of Landlord. Nothing contained in this Paragraph 16.3 shall be deemed to deny Tenant its right to recover awards made by the condemning authority for moving costs, relocation costs, and costs attributable to goodwill and leasehold improvements installed by Tenant at Tenant’s sole cost.

16.4 Partial Taking. In the event of a Partial Taking during the Lease Term: (a) the rights of Tenant under the Lease and the leasehold estate of Tenant in and to the portion of the Premises taken shall cease and terminate as of the Date of Taking; (b) from and after the Date of Taking the Rent shall be an amount equal to the product obtained by multiplying the then current Rent by the quotient obtained by dividing the fair market value of the Premises immediately after the Taking by the fair market value of the Premises immediately prior to the Taking; (c) to the extent the Award is not payable to the beneficiary or mortgagee of a deed of trust or mortgage affecting the Premises, Tenant shall receive from the Award the portions of the Award attributable to trade fixtures of Tenant; and (d) the remainder of the Award shall be paid to and be the property of Landlord. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a Partial Taking. Nothing contained in this Paragraph 16.4 shall be deemed to deny Tenant its right to recover awards made by the condemning authority for moving costs, relocation costs, and costs attributable to goodwill and leasehold improvements installed by Tenant.

17. Liens.

17.1 Premises to Be Free of Liens. Tenant shall pay for all labor and services performed for, and all materials used by or furnished to Tenant, Tenant’s agents, or any contractor employed by Tenant with respect to the Premises, subject to Tenant’s right to dispute the same. Tenant shall indemnify, defend and hold Landlord harmless from and keep the Project free from any liens, claims, demands, encumbrances, or judgments, including all costs, liabilities and attorneys’ fees with respect thereto, created or suffered by reason of any labor or services performed for, or materials used by or furnished to Tenant or Tenant’s agents or any contractor employed by Tenant with respect to the Premises. Tenant’s obligations under the immediately preceding sentence shall survive Lease Termination. Landlord shall have the right, at all times, to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper for the protection of Landlord and the Premises, Building, Common Area and Land, and any other party having an interest therein, from mechanics’ and materialmen’s liens, including without limitation a notice of non-responsibility. In the event Tenant is required to post an improvement bond with a public agency in connection with any work performed by Tenant on or to the Premises, Tenant shall include Landlord as an additional obligee.

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17.2 Notice of Lien; Bond. Should any claims of lien be filed against, or any action be commenced affecting the Premises, Tenant’s interest in the Premises or any other portion of the Project, Tenant shall give Landlord notice of such lien or action within five (5) business days after Tenant receives notice of the filing of the lien or the commencement of the action. In the event that Tenant shall not, within thirty (30) days following the date Tenant becomes aware or receives notice of the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien or posting of a proper bond. All such sums paid by Landlord and all expenses incurred by Landlord in connection therewith, including attorneys’ fees and costs, shall be payable to Landlord by Tenant as Additional Rent on demand.

18. Landlord’s Right of Access to Premises. Landlord reserves and shall have the right and Tenant and Tenant’s agents shall permit Landlord and Landlord’s agents to enter the Premises at any reasonable time during normal business hours (except in the event of an emergency) and subject to any reasonable security measures of Tenant that are applied to visitors to the Premises on a non-discriminatory basis for the purpose of (i) inspecting the Premises, (ii) performing Landlord’s maintenance and repair responsibilities set forth herein, (iii) posting notices of non-responsibility during any period of construction, (iv) protecting the Premises in the event of an emergency and (v) exhibiting the Premises to prospective purchasers or lenders at any reasonable time or, within the last twelve (12) months of the Term or following a Default by Tenant hereunder, to prospective tenants. In the event of an emergency, Landlord shall have the right to use any and all means which Landlord reasonably may deem proper to gain access to the Premises. Any entry to the Premises by Landlord or Landlord’s agents in accordance with this Paragraph 18 or any other provision of this Lease shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or an eviction of Tenant from the Premises or any portion thereof nor give Tenant the right to abate the Rentals payable under this Lease. Tenant hereby waives any claims for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and, except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors, any other loss occasioned by Landlord’s or Landlord’s agents’ entry into the Premises as permitted by this Paragraph 18 or any other provision of this Lease.

19. Landlord’s Right to Perform Tenant’s Covenants. Except as otherwise expressly provided herein, if Tenant shall at any time fail to make any payment or perform any other act required to be made or performed by Tenant under this Lease beyond the expiration of applicable notice and cure periods, Landlord may upon ten (10) days written notice to Tenant, but shall not be obligated to and without waiving or releasing Tenant from any obligation under this Lease, make such payment or perform such other act to the extent that Landlord may deem desirable, and in connection therewith, pay expenses and employ counsel. All reasonable sums so paid by Landlord and all penalties, interest and reasonable costs in connection therewith shall be due and payable by Tenant as Additional Rent upon demand.

20. Lender Requirements.

20.1 Subordination. This Lease, at Landlord’s option, shall be subject and subordinate to the lien of any mortgages or deeds of trust (including all advances thereunder, renewals, replacements, modifications, supplements, consolidations, and extensions thereof) in any amount(s) whatsoever now or hereafter placed on or against or affecting the Premises, Building or Land, or Landlord’s interest or estate therein without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however, Tenant shall not

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be obligated to subordinate its rights and interests under this Lease to any future mortgage or deed of trust unless such mortgagee or holder of such deed of trust grants to Tenant non-disturbance rights which shall provide that this Lease shall not be terminated or modified in any material way in the event of any foreclosure if Tenant is not in default beyond any applicable notice and cure periods under this Lease. If any mortgagee or beneficiary shall elect to have this Lease prior to the lien of its mortgage or deed of trust, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage or deed of trust, whether this Lease is dated prior or subsequent to the date of such mortgage or deed of trust or the date of the recording thereof.

20.2 Subordination Agreements. Tenant shall execute and deliver, without charge therefor, such further instruments evidencing subordination of this Lease to the lien of any mortgages or deeds of trust affecting the Premises, Building or Land as may be required by Landlord within twenty (20) days following Landlord’s request therefor; provided that such mortgagee or beneficiary under such mortgage or deed of trust agrees in writing that this Lease shall not be terminated or modified in any material way in the event of any foreclosure if Tenant is not in default under this Lease beyond any applicable notice and cure periods under this Lease. Tenant shall not be obligated to subordinate this Lease to any future mortgage or deed of trust affecting the Premises, Building or Land unless such mortgagee or beneficiary under such mortgage or deed of trust grants non-disturbance rights to Tenant pursuant to such mortgagee’s or beneficiary’s customary form of subordination, non-disturbance and attornment agreement (“SNDA”). Failure of Tenant to execute such instruments evidencing subordination of this Lease shall constitute a Default by Tenant hereunder. Landlord agrees that, promptly following the execution of this Lease, Landlord will obtain from its existing lender, if any, holding a security interest in the Building and Land a SNDA with Tenant on such lender’s customary form of SNDA and otherwise reasonably acceptable to Tenant. If, as of the date this Lease is executed by Tenant, the Building, Land and/or Premises is encumbered by a mortgage or deed of trust, then this Lease shall be conditioned upon such existing mortgagee or deed of trust holder executing and delivering a SNDA to Tenant.

20.3 Approval by Lenders. Tenant recognizes that the provisions of this Lease may be subject to the approval of any financial institution that may make a loan secured by a new or subsequent deed of trust or mortgage affecting the Premises, Building or Land. If the financial institution should require, as a condition to such financing, any non-material modifications of this Lease in order to protect its security interest in the Premises, Tenant agrees to negotiate in good faith with Landlord and such financial institution to agree on mutually acceptable modifications and execute the appropriate amendments; provided, however, that no modification shall change the size, location or dimension of the Premises, or increase the Rentals payable by Tenant hereunder, or reduce Landlord’s obligations hereunder, or reduce Tenant’s rights hereunder.

20.4 Attornment. In the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust made by Landlord and covering the Premises, Building or Land, then, upon written request made therefore by the foreclosing lender or purchaser at such foreclosure sale, Tenant shall attorn to such foreclosing lender or such purchaser upon any such foreclosure or sale and recognize such foreclosing lender or purchaser as the Landlord under this Lease.

20.5 Estoppel Certificates and Financial Statements.

(a) Delivery by Tenant. Tenant shall, within ten (10) business days following request by Landlord therefor and without charge, execute and deliver to Landlord any and all estoppel certificates and current financial statements of Tenant reasonably requested by Landlord in connection with the sale or financing of the Premises, Building or Land, or requested by any lender

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making a loan affecting the Premises, Building or Land. Landlord may require that Tenant in any estoppel certificate shall (i) certify that this Lease is unmodified and in full force and effect (or, if modified, state the nature of such modification and certify that this Lease, as so modified, is in full force and effect) and has not been assigned, (ii) certify the date to which Rentals are paid in advance, if any, (iii) acknowledge that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specify such defaults if claimed, (iv) evidence the status of this Lease as may be required either by a lender making a loan to Landlord to be secured by a deed of trust or mortgage covering the Premises, Building or Land or a purchaser of the Premises, Building or Land from Landlord, (v) warrant that in the event any beneficiary of any security instrument encumbering the Premises, Building or Land forecloses on the security instrument or sells the Premises, Building or Land pursuant to any power of sale contained in such security instrument, such beneficiary shall not be liable for the cash Security Deposit or Letter of Credit, as applicable, unless the cash Security Deposit or Letter of Credit actually has been received by the beneficiary from Landlord, (vi) certify that all improvements to be constructed on the Premises by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and (vii) certify such other matters relating to the Lease and/or Premises as may be reasonably requested by a lender making a loan to Landlord or a purchaser of the Premises, Building or Land from Landlord. Any such estoppel certificate may be conclusively relied upon by any prospective purchaser of, or entity seeking to encumber, the Premises, Building or Land. Any such estoppel certificate may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises, Building or Land. Any financial statements of Tenant shall include an opinion of a certified public accountant (if available) (or otherwise certified as true and correct by an officer or managing member or managing partner of Tenant) and a balance sheet and profit and loss statement for the most recent fiscal year, or a reasonable substitute for the form of such financial information, all prepared in accordance with generally accepted accounting principles consistently applied.

(b) Nondelivery by Tenant. Tenant’s failure to deliver any financial statement or estoppel certificate as required pursuant to Paragraph 20.5(a) above shall be a Default by Tenant if not delivered to Landlord within five (5) days following Tenant’s receipt of written notice that such financial statement or estoppel certificate required pursuant to Paragraph 20.5(a) is past due.

(c) Delivery by Landlord. Landlord shall, within ten (10) business days following request by Tenant therefor and without charge, execute and deliver to Landlord any and all estoppel certificates reasonably requested by Tenant in connection with the assignment or subletting of this Lease or the Premises, or any portion thereof, or requested by any lender making a loan to Tenant to be secured by any personal property, trade fixtures or equipment of Tenant to be placed in the Premises. Tenant may require that Landlord in any estoppel certificate shall (i) certify that this Lease is unmodified and in full force and effect (or, if modified, state the nature of such modification and certify that this Lease, as so modified, is in full force and effect) and has not been assigned (or if assigned, state to whom this Lease has been assigned by Landlord), (ii) certify the date to which Rentals are paid in advance, if any, (iii) acknowledge that there are not, to Landlord’s knowledge, any uncured defaults on the part of Tenant hereunder, or specify such defaults if claimed, (iv) evidence the status of this Lease as may be required either by a lender making a loan to Tenant to be secured by any personal property, trade fixtures or equipment of Tenant to be placed in the Premises, (v) certify that all improvements to be constructed on the Premises by Landlord have been substantially completed except for punch list items which do not prevent Tenant from using the Premises for its intended use, and (vi) certify such other matters relating to the Lease and/or Premises as may be reasonably requested by a lender making a loan to Tenant to be secured by personal property, trade fixtures or equipment of Tenant to be placed in the Premises or an assignee or sublessee of Tenant’s rights and interests under this Lease or the Premises, or applicable portion thereof. Any such estoppel certificate may be conclusively relied upon by any prospective

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assignee or sublessee of Tenant or entity seeking to encumber such personal property, trade fixtures or equipment of Tenant to be placed in the Premises. Landlord’s failure to deliver any estoppel certificate as required herein shall be a default by Landlord if not delivered to Tenant within five (5) days following Landlord’s receipt of a notice that such estoppel certificates required pursuant hereto is past due.

21. Holding Over. This Lease shall terminate without further notice at the expiration of the Lease Term. Any holding over by Tenant after Lease Termination shall not constitute a renewal or extension of the Lease Term, nor give Tenant any rights in or to the Premises except as expressly provided in this Lease. Any holding over after Lease Termination with the consent of Landlord shall be construed to be a tenancy from month to month, during the first ninety (90) days, at one hundred twenty five percent (125%) of the greater of (i) the monthly Rent for the month preceding Lease Termination, or (ii) the fair market rental value of the Premises (as reasonably determined by Landlord), in addition to all Additional Rent payable hereunder, and thereafter at one hundred fifty percent (150%) of the greater of (i) the monthly Rent for the month preceding Lease Termination, or (ii) the fair market rental value of the Premises (as reasonably determined by Landlord), in addition to all Additional Rent payable hereunder, and shall otherwise be on the terms and conditions herein specified insofar as applicable. If Tenant remains in possession of the Premises after Lease Termination without Landlord’s consent, Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, damage, expense, claim or liability resulting from Tenant’s failure to surrender the Premises, including, without limitation, any claim made by any succeeding tenant based on delay in the availability of the Premises resulting from Tenant’s failure to surrender the Premises following the expiration or earlier termination of the Lease Term. The provisions of this Paragraph 21 shall survive the expiration or earlier termination of this Lease.

22. Notices. Any notice required or desired to be given under this Lease shall be in writing, and all notices shall be given by personal delivery or mailing. All notices personally given on Tenant may be delivered to any person apparently in charge at the Premises, on any corporate officer or agent of Tenant if Tenant is a corporation, or on any one signatory party if more than one party signs this Lease on behalf of Tenant; any notice so given shall be binding upon all signatory parties as if served upon each such party personally. Any notice given pursuant to this Paragraph 22 shall be deemed to have been given when personally delivered, or if mailed, when three (3) business days have elapsed from the time when such notice was deposited in the United States mail, certified or registered mail and postage prepaid, addressed to the party at the last address given for purposes of notice pursuant to the provisions of this Paragraph 22. At the date of execution of this Lease, the addresses of Landlord and Tenant are set forth in Paragraph 1.12 above.

23. Attorneys’ Fees. In the event either party hereto shall bring any action or legal proceeding for damages for an alleged breach of any provision of this Lease, to recover Rentals, to enforce an indemnity, defense or hold harmless obligation, to terminate the tenancy of the Premises, or to enforce, protect, interpret, or establish any term, condition, or covenant of this Lease or right or remedy of either party, the prevailing party shall be entitled to recover, as a part of such action or proceeding, reasonable attorneys’ fees and court costs, including reasonable attorneys’ fees and costs for appeal, as may be fixed by the court or jury. Notwithstanding anything to the contrary contained in this Lease, “prevailing party” as used in this paragraph shall include the party who dismisses an action for recovery hereunder in exchange for sums allegedly due, performance of covenants allegedly breached or considerations substantially equal to the relief sought in the action.

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24. Assignment, Subletting and Hypothecation.

24.1 In General. Tenant shall not voluntarily sell, assign or transfer all or any part of Tenant’s interest in this Lease or in the Premises or any part thereof, sublease all or any part of the Premises, or permit all or any part of the Premises to be used by any person or entity other than Tenant or Tenant’s employees, except as specifically provided in this Paragraph 24.

24.2 Voluntary Assignment and Subletting.

(a) Notice to Landlord. Except for transfers pursuant to Section 24.4, Tenant shall, by written notice, advise Landlord of Tenant’s desire by a stated date (which date shall not be less than thirty (30) days nor more than one hundred twenty (120) days after the date of Tenant’s notice) to assign this Lease or to sublet all or any part of the Premises for any part of the Lease Term. Tenant’s notice shall state the name, legal composition and address of the proposed assignee or subtenant, and Tenant shall provide the following information to Landlord with said notice: a term sheet containing the terms of the proposed assignment agreement or sublease; a financial statement of the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles (or otherwise in a manner reasonably acceptable to Landlord to be able to evaluate the creditworthiness of such proposed assignee or subtenant) within one year prior to the proposed effective date of the assignment or subletting; the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; the payments to be made or other consideration to be given on account of the assignment or sublease; and such other pertinent information as may be reasonably requested by Landlord, all in sufficient detail to enable Landlord to evaluate the proposed assignment or sublease and the prospective assignee or subtenant. If Landlord elects not to recapture the Premises pursuant to the terms of Paragraph 24.2(b) below, then Tenant also shall provide Landlord within a true and complete copy of the proposed assignment agreement or sublease. Tenant’s notice shall not be deemed to have been served or given until such time as Tenant has provided Landlord with substantially all information reasonably requested by Landlord pursuant to this Paragraph 24.2. Tenant shall promptly notify Landlord of any modification to the proposed terms of such assignment or sublease.

(b) Offer to Terminate. If Tenant notifies Landlord of its desire to assign this Lease or Tenant’s interest herein or sublet more than fifty percent of the Premises for more than fifty percent of the balance of the Lease Term (other than to a Permitted Transferee as provided in Paragraph 24.4 below), Tenant’s notice shall constitute an offer to terminate this Lease and Landlord shall have the right, to be exercised by giving written notice to Tenant within fifteen (15) days after receipt of Tenant’s notice, to terminate the Lease and, in the event of such termination, this Lease shall terminate on the date stated in the notice given by Tenant pursuant to Paragraph 24.2(a) or if not date is so stated in such notice then, this Lease shall terminate on the date such proposed assignment or subletting was to become effective, subject to any obligations which have accrued and are unfulfilled as of such date.

(c) Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s notice, Landlord shall not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice, and Landlord shall deliver its notice to Tenant with respect to its consent or its withholding of its consent within such fifteen (15) day period. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in material default beyond any applicable notice and cure period under this Lease, at the time of the giving of Tenant’s notice or at any time thereafter, such withholding of consent shall be presumptively reasonable until such default is cured. In the event Landlord fails to deliver the required notice within such fifteen (15) day period, Tenant shall

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provide Landlord with an additional five (5) business days’ written notice (and such written notice shall expressly include the following: FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS FOLLOWING RECEIPT OF THIS NOTICE, SHALL BE DEEMED A WITHHOLDING OF CONSENT BY LANDLORD TO THE PROPOSED ASSIGNMENT OR SUBLETTING REFERRED TO IN THIS NOTICE) and, if Landlord does not deliver its consent or notice of its withholding of same within said additional five (5) business day period following Landlord’s receipt of such written notice, Landlord shall be deemed to have withheld its consent to the proposed assignment or subletting referred to in such notice. Except for transfers pursuant to Section 24.4, fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of (i) tenant improvement costs paid by Tenant in order to obtain the Lease assignment or subletting in question, and (ii) all reasonable brokerage commissions paid by Tenant to third parties not affiliated with Tenant in order to obtain the Lease assignment or subletting in question, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any one assignment or sublease shall not constitute a waiver of the provisions of this Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; further, Landlord’s consent to an assignment or sublease shall not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the assignee or subtenant.

(d) Assumption of Obligations. In the event Landlord consents to any assignment, such consent shall be conditioned upon the assignee expressly assuming and agreeing to be bound by each of Tenant’s covenants, agreements and obligations contained in this Lease, pursuant to a written assignment and assumption agreement in a form reasonably approved by Landlord. Landlord’s consent to any assignment or sublease shall be evidenced by Landlord’s signature on said assignment and assumption agreement or on said sublease or by a separate written consent prepared by Landlord and to be executed by Tenant and the applicable assignee or sublessee. In the event Landlord consents to a proposed assignment or sublease, such assignment or sublease shall be valid and the assignee or subtenant shall have the right to take possession of the Premises only if an executed original of the assignment or sublease is delivered to Landlord, and such document contains the same terms and conditions as stated in Tenant’s notice to Landlord given pursuant to Paragraph 24.2(a) above, except for any such modifications to which Landlord has consented in writing.

24.3 Collection of Rent. Tenant hereby irrevocably gives to and confers upon Landlord, as security for Tenant’s obligations under this Lease, the right, power and authority to collect all rents from any assignee or subtenant of all or any part of the Premises as permitted by this Paragraph 24, or otherwise, and Landlord, as assignee of Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this Lease; provided, however, that until the occurrence of any Default by Tenant, or except as provided by the provisions of Paragraph 24.2(c) above, Tenant shall have the right to collect such rent. Upon the occurrence of any Default by Tenant, Landlord may at any time without notice in Landlord’s own name sue for or otherwise collect such rent, including rent past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, toward Tenant’s

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obligations under this Lease. Landlord’s collection of such rents shall not constitute an acceptance by Landlord of attornment by such subtenants. In the event of a Default by Tenant, Landlord shall have all rights provided by this Lease and by law, and Landlord may, upon re-entry and taking possession of the Premises, eject all parties in possession or eject some and not others, or eject none, as Landlord shall determine in Landlord’s sole discretion.

24.4 Corporations and Partnerships. If Tenant is a corporation or limited liability company, any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of the capital stock or membership interests of Tenant in excess of fifty percent (50%) (other than any sale or transfer on a stock exchange), or any sale (or cumulative sales) of all or substantially all of the assets of Tenant shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. If Tenant is a partnership, any withdrawal or substitution (whether voluntary, involuntary, or by operation of law and whether occurring at one time or over a period of time) of any partner(s) owning fifty percent (50%) or more (cumulatively) of the partnership, any assignment(s) of fifty percent (50%) or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership shall be deemed an assignment of this Lease requiring the prior written consent of Landlord. Any such withdrawal or substitution of partners or assignment of any interest in or dissolution of a partnership tenant, and any such sale of stock, membership interests or assets of a corporate or limited liability company tenant or dissolution, merger, consolidation or other reorganization of a corporate or limited liability company without the prior written consent of Landlord shall be a Default by Tenant hereunder. The foregoing notwithstanding, the sale or transfer of any or all of the capital stock of a corporation, the capital stock of which is now or hereafter becomes publicly traded, shall not be deemed an assignment of this Lease.

Notwithstanding anything to the contrary contained in this Lease, Tenant, without Landlord’s prior written consent (but with prior written notice to Landlord), may sublet the Premises or assign this Lease to (i) a subsidiary, affiliate or corporation controlled by, which controls or is under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of all or substantially all of Tenant’s assets, provided that in either of the latter two instances the successor or purchaser has a net worth not less than the greater of (x) the net worth of Tenant at the time Tenant execute this Lease or (y) the net worth of Tenant as of the effective date of such assignment or subletting (each of the transferees in (i), (ii) and (iii) hereof, a “Permitted Transferee”). Notwithstanding that a Transfer is made to a Permitted Transferee, Tenant shall not be released from any of its obligations under this Lease and such Permitted Transferee shall be required to assume in writing all of Tenant’s obligations hereunder as a condition to such transfer being permitted without Landlord’s prior written consent.

24.5 Reasonable Provisions. Tenant expressly agrees that the provisions of this Paragraph 24 are not unreasonable standards or conditions for purposes of Section 1951.4(b)(2) of the California Civil Code, as amended from time to time, under bankruptcy laws, or for any other purpose.

24.6 Attorneys’ Fees. Except for transfers pursuant to Section 24.4, Tenant shall pay, as Additional Rent, Landlord’s reasonable attorneys’ fees for reviewing, investigating, processing and/or documenting any requested assignment or sublease, whether or not Landlord’s consent is granted.

24.7 Involuntary Transfer. No interest of Tenant in this Lease shall be assignable involuntarily or by operation of law, including, without limitation, the transfer of this Lease by testacy or intestacy. Each of the following acts shall be considered an involuntary assignment:

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(a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or a proceeding under any bankruptcy law is instituted in which Tenant is the bankrupt; or, if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors;

(b) Levy of a writ of attachment or execution on this Lease;

(c) Appointment of a receiver with authority to take possession of the Premises in any proceeding or action to which Tenant is a party; or

(d) Foreclosure of any lien affecting Tenant’s interest in the Premises, which lien was not consented to by Landlord pursuant to Paragraph 24.8.

An involuntary assignment shall constitute a Default by Tenant and Landlord shall have the right to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. In the event the Lease is not terminated, the provisions of Paragraph 24.2(c) regarding rents paid by an assignee or subtenant shall apply. If a writ of attachment or execution is levied on this Lease, or if any involuntary proceeding in bankruptcy is brought against Tenant or a receiver is appointed, Tenant shall have sixty (60) days in which to cause the attachment or execution to be removed, the involuntary proceeding dismissed, or the receiver removed.

24.8 Hypothecation. Tenant shall not hypothecate, mortgage or encumber Tenant’s interest in this Lease or in the Premises or otherwise use this Lease as a security device in any manner without the consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. Consent by Landlord to any such hypothecation or creation of a lien or mortgage shall not constitute consent to an assignment or other transfer of this Lease following foreclosure of any permitted lien or mortgage. The foregoing shall not prevent the leasing or financing of equipment or moveable fixtures at the Premises by Tenant.

24.9 Binding on Successors. The provisions of this Paragraph 24 expressly apply to all heirs, successors, sublessees, assignees and transferees of Tenant.

25. Successors. Subject to the provisions of Paragraph 24 above and Paragraph 30.2(a) below, the covenants, conditions, and agreements contained in this Lease shall be binding on the parties hereto and on their respective heirs, successors and assigns.

26. Landlord Default; Mortgagee Protection. Landlord shall not be in default under this Lease unless Tenant shall have given Landlord written notice of the breach and, within thirty (30) days after notice, Landlord has not cured the breach or, if the breach is such that it cannot reasonably be cured under the circumstances within thirty (30) days, has not commenced diligently to prosecute the cure to completion; provided, however, if Landlord’s failure to perform any obligation under this Lease causes an imminent threat to persons or property, then Landlord shall, upon becoming aware of such imminent threat, promptly take action to alleviate such threat. Any money judgment obtained by Tenant based upon Landlord’s breach of this Lease shall be satisfied only out of the proceeds of the sale or disposition of Landlord’s interest in the Project (whether by Landlord or by execution of judgment) and/or insurance and condemnation proceeds to which Landlord is entitled with respect to the Project. In the event of any breach or default of this Lease by Landlord, Tenant shall not have any recourse against any of Landlord’s members, officers, directors, shareholders or partners with respect to such breach and under no circumstances shall Landlord be liable to Tenant for any claim of consequential damages, including,

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without limitation, lost profits, loss of income or loss of business. In the event of any default on the part of Landlord under this Lease, Tenant shall give notice by registered or certified mail to any beneficiary of a deed of trust or any mortgagee of a mortgage affecting the Premises, Building or Land whose address shall have been furnished to Tenant, and shall offer such beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

27. Exhibits. All exhibits attached to this Lease shall be deemed to be incorporated herein by the individual reference to each such exhibit, and all such exhibits shall be deemed to be a part of this Lease as though set forth in full in the body of the Lease.

28. Surrender of Lease Not Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenants, or may, at the option of Landlord, operate as an assignment to Landlord of any or all such subleases or subtenants.

29. Waiver. The waiver by Landlord or Tenant, as applicable, of any breach of any term, covenant or condition herein contained (or the acceptance by Landlord or Tenant of any performance by the other party after the time the same shall become due) shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach thereof or of any other term, covenant or condition herein contained, unless otherwise expressly agreed to by such waiving party in writing. The acceptance by Landlord of any sum less than that which is required to be paid by Tenant shall be deemed to have been received only on account of the obligation for which it is paid (or for which it is allocated by Landlord, in Landlord’s reasonable discretion, if Tenant does not designate the obligation as to which the payment should be credited), and shall not be deemed an accord and satisfaction notwithstanding any provisions to the contrary written on any check or contained in any letter of transmittal. The acceptance by Landlord of any sum tendered by a purported assignee or transferee of Tenant shall not be deemed a consent by Landlord to any assignment or transfer of Tenant’s interest herein. No custom or practice which may arise between the parties hereto in the administration of the terms of this Lease shall be construed as a waiver or diminution of Landlord’s right to demand performance by Tenant in strict accordance with the terms of this Lease.

30. General.

30.1 Captions and Headings. The captions and paragraph headings used in this Lease are for convenience of reference only. They shall not be construed to limit or extend the meaning of any part of this Lease, and shall not be deemed relevant in resolving any question of interpretation or construction of any paragraph of this Lease.

30.2 Definitions.

(a) Landlord. The term Landlord as used in this Lease, so far as the covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner at the time in question of the fee title to the Premises. In the event of any transfer(s) of such interest, the Landlord herein named (and in case of any subsequent transfers or conveyances, the then grantor) shall have no further liability under this Lease to Tenant except as to matters of liability which have accrued and are unsatisfied as of the date of such transfer or which the successor (other than a foreclosing lender or purchaser at a foreclosure sale) has not expressly assumed, it being intended that the covenants and obligations contained in this Lease on the part of Landlord shall be binding on Landlord and its successors and assigns only during and in respect of their respective periods of

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ownership of the fee; provided that any funds in the possession of Landlord or the then grantor and as to which Tenant has an interest, less any deductions permitted by law or this Lease, shall be turned over to the grantee. The covenants and obligations contained in this Lease on the part of Landlord shall, subject to the provisions of this Paragraph 30.2(a), be binding upon each Landlord and such Landlord’s heirs, personal representatives, successors and assigns only during its respective period of ownership.

(b) Agents. For purposes of this Lease and without otherwise affecting the definition of the word “agent” or the meaning of an “agency,” the term “agents” shall be deemed to include the agents and employees of Landlord or Tenant, as the case may be, and also with respect to Tenant, its officers, directors, members, partners, invitees, contractors, successors, representatives, subcontractors, guests, customers, suppliers, affiliated companies, and any other person or entity related in any way to Tenant.

(c) Interpretation of Terms. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. Words in the neuter gender include the masculine and feminine and words in the masculine or feminine gender include the neuter.

30.3 Copies. Any executed copy of this Lease shall be deemed an original for all purposes.

30.4 Time of Essence. Time is of the essence as to each and every provision in this Lease requiring performance within a specified time.

30.5 Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. However, if Tenant’s obligation to pay the Rentals is determined to be invalid or unenforceable, this Lease at the option of Landlord shall terminate.

30.6 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of California.

30.7 Joint and Several Liability. If Tenant is more than one person or entity, each such person or entity shall be jointly and severally liable for the obligations of Tenant hereunder. If Tenant is a husband and wife, the obligations hereunder shall extend to their sole and separate property as well as community property.

30.8 Construction of Lease Provisions. Although the provisions of this Lease were prepared by Landlord, the doctrine or rule of construction that ambiguities in this Lease shall be construed against the party drafting the same shall not be employed in connection with this Lease and this Lease shall be construed in accordance with the general tenor of the language to reach a fair and equitable result.

30.9 Tenant’s Financial Statements. Tenant hereby warrants that all financial statements delivered by Tenant to Landlord are true, correct, and complete, and prepared in accordance with generally accepted accounting principles. Tenant acknowledges and agrees that Landlord is relying on such financial statements in accepting this Lease, and that a breach of Tenant’s warranty as to such financial statements shall constitute a Default by Tenant.

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30.10 Withholding of Landlord’s Consent. Notwithstanding any other provision of this Lease where Tenant is required to obtain the consent (whether written or oral) of Landlord to do any act, or to refrain from the performance of any act, Tenant agrees that if Tenant is in material default with respect to any term, condition, covenant or provision of this Lease, then, solely for the period that Tenant remains in material default, Landlord shall be deemed to have acted reasonably in withholding its consent if said consent is, in fact, withheld.

31. Signs. Tenant shall not place or permit to be placed any sign or decoration on the Land or on the exterior of the Building or that would be visible from the exterior of the Building or Premises, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Subject to compliance with the provisions of this Paragraph 31, Landlord agrees that Tenant, at its sole cost and expense, may place Tenant identification signage on one panel of the monument sign located outside of the exterior of the Building and dedicated to the Building. Tenant may place “for lease” signs in connection with efforts to assign or sublease the Premises, subject to the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that all such for lease signs of Tenant shall be removed by Tenant, at Tenant’s cost, not later than one hundred eighty (180) days prior to Lease Termination. In no event shall any Tenant sign revolve, rotate, move or create the illusion of revolving, rotating or moving or be internally illuminated and there shall be no exterior spotlighting or other illumination on any such sign. Tenant, upon written notice by Landlord, shall immediately remove any of Tenant’s signs or decorations that are visible from the exterior of the Building or Premises or that Tenant has placed or permitted to be placed on the Land or the exterior of the Building without the prior written consent of Landlord. If Tenant fails to so remove such sign or decoration within fifteen (15) days after Landlord’s written notice (or such earlier time period as may be prescribed by the City of San Jose if such sign is in violation of any City sign ordinance, rule or regulation), Landlord may enter the Premises and remove such sign or decoration and Tenant shall pay Landlord, as Additional Rent upon demand, the cost of such removal. All signs placed on the Premises, Building or Land by Tenant shall comply with all recorded documents affecting the Premises, including but not limited to any Declaration of Conditions, Covenants and Restrictions; the sign criteria attached hereto as, or set forth in, Exhibit E (as the same may be amended from time to time); and applicable statutes, ordinances, rules and regulations of governmental agencies having jurisdiction thereof. At Landlord’s option, Tenant shall at Lease Termination remove any sign which Tenant has placed on the Premises, Land or the Building, and shall, at its sole cost, repair any damage caused by the installation or removal of such sign. Landlord hereby approves Tenant’s identification sign as depicted on Exhibit H attached hereto and to be placed on the monument sign panel referred to above. Tenant may replace such sign depicted on Exhibit H attached hereto from time to time during the Lease Term provided such replacement sign is substantially the same as that depicted on Exhibit H attached hereto.

32. Landlord as Party Defendant. If, by reason of any act or omission by Tenant or Tenant’s agents, Landlord is made a party defendant concerning this Lease, or any portion of the Project, Tenant shall indemnify Landlord against all liability actually incurred (or threatened against) Landlord as a party defendant, including all damages, costs and reasonable attorneys’ fees.

33. Landlord Not a Trustee. Landlord shall not be deemed to be a trustee of any funds paid to Landlord by Tenant (or held by Landlord for Tenant) pursuant to this Lease, including without limitation the Security Deposit or proceeds of the Letter of Credit. Landlord shall not be required to keep any such funds separate from Landlord’s general funds or segregated from any funds paid to Landlord by (or held by Landlord for) other tenants of the Building. Any funds held by Landlord pursuant to this Lease shall not bear interest.

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34. Interest. Any payment due from Tenant to Landlord shall bear interest from the date due until paid, at an annual rate equal to the greater of: ten percent (10%); or five percent (5%) plus the rate established by the Federal Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the month immediately preceding the due date, on advances to member banks under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time to time amended. In addition, Tenant shall pay all costs and reasonable attorneys’ fees incurred by Landlord in the collection of such amounts.

35. Surrender of Premises. On the last day of the Lease Term or upon the sooner termination of this Lease, Tenant shall, to the reasonable satisfaction of Landlord, surrender the Premises to Landlord in good condition (reasonable wear and tear, obsolescence, acts of God, Hazardous Materials other than those stored, used or disposed of by Tenant, its agents, employees, contractors, sublessees, licensees or invitees, and alterations concerning which Landlord has not reserved the right to require removal excepted). Tenant shall remove all of Tenant’s personal property and trade fixtures from the Premises (but not any data communication cabling), and all property not so removed shall be deemed abandoned by Tenant. Furthermore, Tenant shall immediately repair all damage to the Project caused by any such removal. In addition, prior to Lease Termination, Tenant shall, at its sole cost, take all actions necessary to obtain any necessary environmental closure from the applicable governmental authority with respect to Tenant’s use of Hazardous Materials in connection with Tenant’s business. If the Premises are not so surrendered at Lease Termination, Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, damage, expense, claim or liability resulting from delay by Tenant in so surrendering the Premises including, without limitation, any claims made by any succeeding tenant or losses to Landlord due to lost opportunities to lease to succeeding tenants. The provisions of this Paragraph 35 shall survive Lease Termination.

36. Labor Disputes. In the event Tenant shall in any manner be involved in or be the object of a labor dispute with respect to its contractors or subcontractors for an Alteration which subjects the Premises or any part of the Project to any picketing, work stoppage or other concerted activity which in the reasonable opinion of Landlord is detrimental to the operation of the Project or its tenants, Landlord shall have the right to require Tenant, at Tenant’s own expense and within a reasonable period of time, to use Tenant’s best efforts to either resolve such labor dispute or terminate or control any such picketing, work stoppage or other concerted activity to the extent necessary to eliminate any interference with the operation of the Project. To the extent such labor dispute interferes with the performance of Landlord’s duties hereunder, Landlord shall be excused from the performance of such duties. Failure by Tenant to use its best efforts to so resolve such dispute or terminate or control such picketing, work stoppage or other concerted activity within a reasonable period of time shall (subject to events beyond Tenant’s reasonable control) constitute a Default by Tenant hereunder. Nothing contained in this Paragraph 36 shall be construed as placing Landlord in an employer/employee relationship with any of Tenant’s employees or with any other employees who may be involved in such labor dispute.

37. No Partnership or Joint Venture. Nothing in this Lease shall be construed as creating a partnership or joint venture between Landlord, Tenant, or any other party, or cause Landlord to be responsible for the debts or obligations of Tenant or any other party.

38. Entire Agreement. Any agreements, warranties, or representations not expressly contained herein shall in no way bind either Landlord or Tenant, and Landlord and Tenant expressly waive all claims for damages by reason of any statement, representation, warranty, promise or agreement, if any, not contained in this Lease. This Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, whether written or oral, between Landlord and its agents and Tenant and its agents with respect to the Project or this Lease. This Lease constitutes the entire agreement between the parties hereto and no addition to, or modification of, any term or provision of this Lease shall be effective until and unless set forth in a written instrument signed by both Landlord and Tenant.

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39. Submission of Lease. Submission of this instrument for Tenant’s examination or execution does not constitute a reservation of space nor an option to lease. This instrument shall not be effective until executed by both Landlord and Tenant. Execution of this Lease by Tenant shall constitute an offer by Tenant to lease the Premises, which offer shall be deemed accepted by Landlord when this Lease is executed by Landlord and delivered to Tenant.

40. Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon Tenant paying Rentals and performing its covenants and conditions under the Lease, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for the Lease Term, subject, however, to the terms of this Lease and of any mortgages or deeds of trust affecting the Premises, and the rights reserved by Landlord hereunder.

41. Authority. The undersigned parties hereby warrant that they have proper authority and are empowered to execute this Lease on behalf of the Landlord and Tenant, respectively. If Tenant is a corporation, limited liability company or partnership, each individual executing this Lease on behalf of said corporation, limited liability company or partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, or on behalf of said limited liability company in accordance with a duly adopted resolution of the managing member or members of the limited liability company, or on behalf of said partnership in accordance with the partnership agreement of such partnership, and that this Lease is binding upon said corporation, limited liability company or partnership, as the case may be, in accordance with its terms. If Tenant is a corporation, and this Lease is not executed by two corporate officers, Tenant shall upon execution of this Lease, deliver to Landlord evidence of the authority of the individual executing this Lease on behalf of Tenant to execute this Lease on behalf of Tenant. In the event Tenant should fail to deliver such evidence to Landlord upon execution of this Lease, Landlord shall not be deemed to have waived its right to require delivery of such evidence, and at any time during the Lease Term Landlord may request Tenant to deliver the same, and Tenant agrees it shall thereafter promptly deliver such evidence to Landlord. If Tenant is a corporation, Tenant warrants that: (a) Tenant is a valid and existing corporation; (b) Tenant is qualified to do business in California; (c) all fees and all franchise and corporate taxes are paid to date, and will be paid when due; (d) all required forms and reports will be filed when due; and (e) the signers of this Lease are properly authorized to execute this Lease.

42. Brokerage Commissions. Each party hereto represents and warrants to the other that it has not retained or worked with any broker or finder other than Cassidy Turley BT Commercial (“BT”), representing the Landlord, and CRESA Partners (“CRESA”), representing the Tenant, in connection with the negotiation of this Lease and/or the consummation of the transaction contemplated hereby. BT and CRESA are collectively referred to in this Paragraph 42 as “Brokers”. Landlord agrees to pay Brokers a brokerage commission in connection with this Lease pursuant to a separate agreement between Landlord and Brokers. Landlord and Tenant do each hereby agree to indemnify, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any broker, finder or other similar party (other than Brokers (except that Landlord shall indemnify, defend and hold harmless Tenant with respect to any breach of Landlord’s obligation to pay the Brokers a brokerage commission in connection with this Lease as provided above)) by reason of any dealings or actions of the indemnifying party, including any costs, expenses and/or attorneys’ fees reasonably incurred with respect thereto. The obligation to indemnify, defend and hold harmless as set forth in the immediately preceding sentence shall survive the termination of this Lease.

-51

43. Counterparts. This Lease may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.

[balance of page is intentionally blank; signature page follows on next page]

-52

IN WITNESS WHEREOF, the parties have executed this Lease effective as of the date set forth below.

LANDLORD:
702/703 INVESTORS LLC, a Delaware limited liability company
By:	PCCP CS III 702/703, LLC,
	a Delaware limited liability company
Its:	Managing Member
	By:	/s/ Aaron A. Giovara
	Name:	Aaron A. Giovara
	Its:	Vice President
TENANT:
CELL BIOSCIENCES, INC., a Delaware corporation
By:	/s/ Jason Novi
Name:	Jason Novi
Its:	CFO
By:
Name:
Its:

-53

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT C

EXHIBIT D

COMMENCEMENT DATE LETTER

Re: Lease dated March 17, 2011, between 702/703 Investors, LLC, a Delaware limited liability company, as Landlord, and Cell Biosciences, Inc., as Tenant, concerning that premises, consisting of approximately twenty thousand seventy-three (20,073) rentable square feet, more or less, located in an approximately forty thousand four hundred thirteen (40,413) square foot building situated at 71 and 81 E. Daggett Drive, San Jose, California (the “Premises”).

Ladies and Gentlemen:

In accordance with the subject Lease, we wish to advise and/or confirm as follows:

1. Landlord delivered possession of the Premises to Tenant on             , 2011, with all improvements and work, if any, completed in a good and workmanlike manner and otherwise in the condition required under the Lease and Tenant accepted possession of the Premises, subject to the provisions of Paragraph 2.4 of the Lease.

2. The Commencement Date of the Lease Term for the Premises is             , 2011 (the “Commencement Date”) and the initial Lease Term for the Premises expires on             ,             , 2011 (the “Ending Date”), unless sooner terminated according to the terms of the Lease.

3. Each party represents and warrants to the other that it is duly authorized to enter into this document and that the person signing on its behalf is duly authorized to sign on behalf of such party.

LANDLORD:
702/703 Investors, LLC, a Delaware limited liability company
By:	PCCP CS III 702/703, LLC, a Delaware limited liability company
Its:	Managing Member
	By:
	Name:
	Its:
ACCEPTED AND AGREED:
TENANT:
Cell Biosciences, Inc., a California corporation
By:	/s/ Jason Novi
Name:	Jason Novi
Its:	CFO

-1-

EXHIBIT E

SIGN CRITERIA

None existing as of date of Lease

-1-

EXHIBIT F

LEGAL DESCRIPTION OF LAND WITHIN PROJECT

Real property in the City of San Jose, County of Santa Clara, State of California, described as follows:

PARCEL 1 AS SHOWN ON THAT PARCEL MAP FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA ON APRIL 17, 1981 IN BOOK 483 OF MAPS, PAGES 3 AND 4.

APN: 101-30-004 AND 101-30-005

-1-

EXHIBIT G-1

COMERICA FORM OF LETTER OF CREDIT

SPECIMEN LANGUAGE ONLY

COMERICA BANK HAS PREPARED THIS SPECIMEN UPON THE REQUEST AND BASED ON THE INFORMATION PROVIDED. NO REPRESENTATION AS TO THE ACCURACY OR WILLINGNESS FOR COMMITMENT IS MADE BY COMERICA BANK TO ISSUE THIS LETTER OF CREDIT IN THIS OR ANY OTHER FORM.

APPROVED BY <Applicant’s name>

                                                                                                                                                   DATE                         

---WHEN SIGNED, THIS EXHIBIT A WILL BECOME AN INTEGRAL PART OF THE CORRESPONDING STANDBY LETTER OF CREDIT APPLICATION AND AGREEMENT.

<bank header>

DATE OF ISSUE: …

IRREVOCABLE STANDBY LETTER OF CREDIT NO. ******-**

“BENEFICIARY”	: <name and physical address>
“ACCOUNT PARTY”	: <name>
“EXPIRY DATE”	: <date>, AND ANY AUTOMATICALLY EXTENDED DATE, AS HEREIN PROVIDED
“TOTAL AMOUNT”	: <amount in figure and words>

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR, FOR THE ACCOUNT PARTY, FOR A SUM NOT EXCEEDING THE TOTAL AMOUNT, STATED ABOVE, AVAILABLE WITH COMERICA BANK, BY PRESENTATION OF THE FOLLOWING:

+ THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS HERETO.

+ SIGHT DRAFT, DRAWN ON COMERICA BANK AND REFERENCING THIS LETTER OF

CREDIT NUMBER

+ A STATEMENT SIGNED BY THE BENEFICIARY WITH THE FOLLOWING WORDING:

“THE BENEFICIARY CERTIFIES THAT THERE HAS BEEN A FAILURE TO PERFORM UNDER LEASE DATED <date> BETWEEN ACCOUNT PARTY AND <bene>. ALL APPLICABLE NOTIFICATION AND CURE PERIODS AS SET FORTH IN SAID LEASE HAVE EXPIRED AND THE AMOUNT HEREBY DRAWN REFLECTS FUNDS OWED TO <bene>.”

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST FORTY FIVE (045) DAYS PRIOR TO THE EXPIRATION DATE WE SHALL SEND TO YOU BY COURIER, OUR WRITTEN NOTICE THAT WE ELECT NOT TO EXTEND THIS CREDIT FOR ANY SUCH ADDITIONAL PERIOD. SAID NOTIFICATION WILL BE SENT TO THE BENEFICIARY’S ADDRESS INDICATED ABOVE, UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR COURIER, QUOTING OUR LETTER OF CREDIT NUMBER. SAID CHANGE OF ADDRESS NOTIFICATION MUST BE RECEIVED BY COMERICA BANK, AT OUR ABOVE ADDRESS.

THIS IRREVOCABLE STANDBY LETTER OF CREDIT IS TRANSFERABLE AND CAN BE SUCCESSIVELY TRANSFERRED TO ANY TRANSFEREE THAT BENEFICIARY STATES IN WRITING TO US HAS SUCCEEDED AS BENEFICIARY UNDER THIS LETTER OF CREDIT, PROVIDED THAT TRANSFEREE IS NOT LOCATED IN OR A NATIONAL OF, OR CONTROLLED BY AN ENTITY LOCATED IN ANY COUNTRY SUBJECT TO FOREIGN ASSET CONTROL REGULATIONS OF THE U.S. DEPARTMENT OF TREASURY. THIS LETTER OF CREDIT IS TRANSFERABLE ONLY BY COMERICA BANK. IF TRANSFERRED, THE CREDIT MUST BE RETURNED TO US

-1-

ALONG WITH ALL AMENDMENTS TOGETHER WITH A TRANSFER REQUEST SUPPLIED BY COMERICA BANK UPON REQUEST, DULY EXECUTED. IN CASE OF ANY TRANSFER UNDER THIS STANDBY LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE AND WHERE THE BENEFICIARY’S NAME APPEARS WITHIN THIS STANDBY LETTER OF CREDIT, THE TRANSFEREE’S NAME IS AUTOMATICALLY SUBSTITUTED THEREFOR.

IN THE EVENT YOU WISH TO CANCEL THIS LETTER OF CREDIT, THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS HERETO MUST BE SUBMITTED TO COMERICA BANK, ACCOMPANIED BY YOUR LETTER NOTIFYING US OF YOUR INTENT TO CANCEL.

ALL DOCUMENTS ARE TO BE FORWARDED IN ONE LOT AT THE BENEFICIARY’S EXPENSE BY COURIER TO COMERICA BANK, INTERNATIONAL TRADE SERVICES, AT THE COMERICA BANK ADDRESS EVIDENCED ABOVE.

WE ENGAGE WITH YOU THAT THE DRAFT(S) AND OR DOCUMENTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED ON DELIVERY OF DOCUMENTS AT OUR OFFICES AS INDICATED HEREIN OR ANY OTHER SUCH LOCATION AS WE MAY ADVISE YOU IN WRITING.

EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE “INTERNATIONAL STANDBY PRACTICES—ISP98”, ICC PUBLICATION NO.590.

SPECIMEN LANGUAGE ONLY

-2-

EXHIBIT G-2

FORM OF LETTER OF CREDIT

LETTER OF CREDIT

IRREVOCABLE STANDBY LETTER OF CREDIT NO.

DATE:
BENEFICIARY:	702/703 INVESTORS, LLC
	c/o South Bay Development Company
	1690 Dell Avenue Campbell, CA 95008
	Attn: Scott Trobbe
APPLICANT:	CELL BIOSCIENCES, INC.
AMOUNT:	US $264,963.60
EXPIRATION DATE:
LOCATION:	AT OUR COUNTERS IN                                 , California

DEAR SIR/MADAM:

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.             IN YOUR FAVOR AVAILABLE BY YOUR DRAFTS DRAWN ON US AT SIGHT AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.

2. DATED CERTIFICATION FROM THE BENEFICIARY STATING THAT BENEFICIARY IS ENTITLED TO DRAW UPON THIS LETTER OF CREDIT PURSUANT TO THAT CERTAIN LEASE BETWEEN BENEFICIARY AND APPLICANT DATED             , 2011.

PARTIAL DRAWS ARE ALLOWED. THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY UTILIZED.

THIS LETTER OF CREDIT MAY ONLY BE TRANSFERRED IN ITS ENTIRETY BY THE BENEFICIARY UPON OUR RECEIPT OF THE ATTACHED “EXHIBIT A” DULY COMPLETED AND EXECUTED BY THE BENEFICIARY AND ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT, A REASONABLE TRANSFER FEE AND ALL AMENDMENT(S), IF ANY.

-1-

THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE BUT IN ANY EVENT NOT BEYOND [INSERT DATE 45 DAYS BEYOND ENDING DATE OF LEASE], WHICH SHALL BE THE FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT, UNLESS, AT LEAST 30 DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE. IN THE EVENT THIS LETTER OF CREDIT IS NOT EXTENDED FOR AN ADDITIONAL PERIOD AS PROVIDED ABOVE, YOU MAY DRAW HEREUNDER. SUCH DRAWING MUST BE MADE AND PRESENTED TO US BEFORE THE THEN EXPIRATION DATE OF THIS LETTER OF CREDIT.

DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT.

DOCUMENTS MUST BE FORWARDED TO US BY OVERNIGHT DELIVERY SERVICE TO:                                                      .

WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONAFIDE HOLDERS THAT THE DRAFTS DRAWN UNDER AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO THE DRAWEE, IF NEGOTIATED ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 600

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

-2-

EXHIBIT “A” TO EXHIBIT “G-2”

DATE:

TO:	RE:	STANDBY LETTER OF CREDIT
		NO.
		ISSUED BY
		L/C AMOUNT:

GENTLEMEN:

FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

(NAME OF TRANSFEREE)

(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.

SINCERELY,

(BENEFICIARY’S NAME)

SIGNATURE OF BENEFICIARY

SIGNATURE AUTHENTICATED

(NAME OF BANK)

AUTHORIZED SIGNATURE

-3-

EXHIBIT H

EX-10

EXHIBIT 10.19

FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BY AND AMONG

PROTEINSIMPLE

PROTEINSIMPLE LTD.

AND

COMERICA BANK

DATED JANUARY 26, 2012

TABLE OF CONTENTS

			Page
1.	DEFINITIONS AND CONSTRUCTION			1
	1.1	Definitions		1
	1.2	Accounting Terms		1
	1.3	Construction with Ex-Im Documents		1
2.	LOAN AND TERMS OF PAYMENT			1
	2.1	Credit Extensions		1
	2.2	Overadvances		4
	2.3	Interest Rates, Payments, and Calculations		4
	2.4	Crediting Payments		5
	2.5	Fees		6
	2.6	Term		6
	2.7	Lock Box/Collection Accounts		6
3.	CONDITIONS OF LOANS			7
	3.1	Conditions Precedent to Initial Credit Extension		7
	3.2	Conditions Precedent to all Credit Extensions		7
	3.3	[Reserved]		8
4.	CREATION OF SECURITY INTEREST			8
	4.1	Grant of Security Interest		8
	4.2	Perfection of Security Interest		8
	4.3	Right to Inspect		9
5.	REPRESENTATIONS AND WARRANTIES			9
	5.1	Due Organization and Qualification		9
	5.2	Due Authorization; No Conflict		9
	5.3	Collateral		9
	5.4	Intellectual Property		9
	5.5	Name; Location of Chief Executive Office		10
	5.6	Litigation		10
	5.7	No Material Adverse Change in Financial Statements		10
	5.8	Solvency, Payment of Debts		10
	5.9	Compliance with Laws and Regulations		10
	5.10	Subsidiaries		11
	5.11	Government Consents		11
	5.12	Inbound Licenses		11

i

TABLE OF CONTENTS

(continued)

			Page
	5.13	Full Disclosure		11
	5.14	Canadian Pension Plans		11
6.	AFFIRMATIVE COVENANTS			11
	6.1	Good Standing and Government Compliance		11
	6.2	Financial Statements, Reports, Certificates		12
	6.3	Inventory; Returns		13
	6.4	Taxes		13
	6.5	Insurance		14
	6.6	Primary Depository		14
	6.7	Financial Covenants		14
	6.8	Registration of Intellectual Property Rights		15
	6.9	Consent of Inbound Licensors		15
	6.10	Creation / Acquisition of Subsidiaries		15
	6.11	Further Assurances		16
	6.12	Canada Benefit and Pension Plans		16
7.	NEGATIVE COVENANTS			16
	7.1	Dispositions		16
	7.2	Change in Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control		16
	7.3	Mergers or Acquisitions		16
	7.4	Indebtedness		17
	7.5	Encumbrances		17
	7.6	Distributions		17
	7.7	Investments		17
	7.8	Transactions with Affiliates		17
	7.9	Subordinated Debt		17
	7.10	Inventory and Equipment		17
	7.11	No Investment Company; Margin Regulation		17
	7.12	OFAC and Canadian Anti-terrorism Laws		17
8.	EVENTS OF DEFAULT			18
	8.1	Payment Default		18
	8.2	Covenant Default		18
	8.3	Defective Perfection		18

ii

TABLE OF CONTENTS

(continued)

			Page
	8.4	Material Adverse Change		18
	8.5	Attachment		18
	8.6	Insolvency		19
	8.7	Other Agreements		19
	8.8	Subordinated Debt		19
	8.9	Judgments		19
	8.10	Misrepresentations		19
	8.11	Guaranty		19
9.	BANK’S RIGHTS AND REMEDIES			19
	9.1	Rights and Remedies		19
	9.2	Power of Attorney		21
	9.3	Accounts Collection		21
	9.4	Bank Expenses		21
	9.5	Bank’s Liability for Collateral		22
	9.6	No Obligation to Pursue Others		22
	9.7	Remedies Cumulative		22
	9.8	Demand; Protest		22
10.	NOTICES			22
11.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER			23
12.	REFERENCE PROVISION			23
	12.1	Mechanics		23
	12.2	Procedures		24
	12.3	Application of Law		24
	12.4	Repeal		24
13.	GENERAL PROVISIONS			25
	13.1	Successors and Assigns		25
	13.2	Indemnification		25
	13.3	Time of Essence		25
	13.4	Severability of Provisions		25
	13.5	Amendments in Writing, Integration		25
	13.6	Counterparts		25
	13.7	Survival		25
	13.8	Confidentiality		25
	13.9	Co-Borrower Provisions		26
	13.10	Multinational Provisions		28

iii

This FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of January 26, 2012, by and among COMERICA BANK, a Texas banking association (“Bank”), PROTEINSIMPLE, a Delaware corporation (formerly known as Cell Biosciences, Inc.) (“ProteinSimple”) and PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada”, and together with ProteinSimple, the “Borrowers”).

RECITALS

Borrowers wish to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrowers. This Agreement sets forth the terms on which Bank will advance credit to Borrowers, and Borrowers will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. As used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning given to the term in the Code.

1.2 Accounting Terms. Any accounting term not specifically defined on Exhibit A shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial statements” shall include the accompanying notes and schedules.

1.3 Construction with Ex-Im Documents. This Agreement and the Ex-Im Documents must be read together to give full effect to both, and the Borrowers shall comply with both the terms and conditions of this Agreement and the terms and conditions of the Ex-Im Documents. To the extent of any irreconcilable conflict between this Agreement or any of the other Loan Documents on the one hand, and the Ex-Im Documents on the other, or if this Agreement or any of the other Loan Documents is more permissive or favorable to Borrowers in respect of any difference between this Agreement or any of the other Loan Documents, on the one hand, and the Ex-Im Documents on the other, then unless specifically stated to the contrary, the terms and provisions of the Ex-Im Documents shall control.

2. LOAN AND TERMS OF PAYMENT.

2.1 Credit Extensions.

(a) Promise to Pay. Borrowers promise to pay to Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrowers, together with interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.

(b) Advances Under Revolving Domestic Line.

(i) Amount. Subject to and upon the terms and conditions of this Agreement (1) Borrowers may request Advances in an aggregate outstanding amount not to exceed the lesser of (A) the Domestic Revolving Line or (B) the Domestic Borrowing

1

Base, less any amounts outstanding under the Letter of Credit Sublimit and the Credit Card Services Sublimit and (2) amounts borrowed pursuant to this Section 2.1(b) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Borrowers may prepay any Advances without penalty or premium and if Borrowers elect, Borrowers may terminate the Domestic Revolving Line upon five (5) Business Days written notice to Bank with indefeasible payment in full of all outstanding Advances, plus accrued and unpaid interest, and any other amounts owing to Bank under this Agreement.

(ii) Form of Request. Whenever a Borrower desires an Advance under the Revolving Domestic Line, such Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time (1:00 p.m. Pacific time for wire transfers), on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit C. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrowers shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1(b) to such Borrower’s deposit account maintained at Bank.

(iii) Letter of Credit Sublimit. Subject to the availability under the Domestic Revolving Line, and in reliance on the representations and warranties of Borrowers set forth herein, at any time and from time to time from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Bank shall issue for the account of Borrowers such Letters of Credit as Borrowers may request by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the outstanding and undrawn amounts under all such Letters of Credit (i) shall not at any time exceed the Letter of Credit Sublimit, and (ii) shall be deemed to constitute Advances for the purpose of calculating availability under the Domestic Revolving Line. Any drawn but unreimbursed amounts under any Letters of Credit shall be charged as Advances against the Domestic Revolving Line. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form application and letter of credit agreement. Borrowers will pay any standard issuance and other fees that Bank notifies Borrowers in advance that it will charge for issuing and processing Letters of Credit.

(iv) Credit Card Services Sublimit. Subject to the terms and conditions of this Agreement, Borrowers may request corporate credit cards from Bank (the “Credit Card Services”) and standard and e-commerce merchant account services from Bank. The aggregate limit of the corporate credit cards reserves shall not exceed the Credit Card Services Sublimit, provided that availability under the Domestic Revolving Line shall be reduced by the aggregate limits of the corporate credit cards issued to Borrowers. In addition, Bank may, in its sole discretion, charge as Advances any amounts that become due or owing to Bank in connection with the Credit Card Services. The terms and conditions (including repayment and fees) of such Credit Card Services shall be subject to the terms and conditions of the Bank’s standard forms of application and agreement for the Credit Card Services, which Borrowers hereby agree to execute.

2

(v) Collateralization of Obligations Extending Beyond Maturity. If Borrowers have not secured to Bank’s satisfaction its obligations under the Revolving Domestic Line with respect to any Letters of Credit or Credit Card Services by the Revolving Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in either Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding and undrawn Letters of Credit or Credit Card Services. Borrowers authorize Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrowers or any other Person to pay or otherwise transfer any part of such balances for so long as the Letters of Credit or Credit Card Services are outstanding or continue.

(c) Advances Under Export Revolving Line.

(i) Amount. Subject to and upon the terms and conditions of this Agreement (1) ProteinSimple may request Advances in an aggregate outstanding amount not to exceed the lesser of (A) the Export Revolving Line less the face amount of any letters of credit issued under the Export Revolving Line, whether drawn or undrawn, or (B) the Export Borrowing Base, and (2) amounts borrowed pursuant to this Section 2.1(c) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(c) shall be immediately due and payable. Borrowers may prepay any Advances without penalty or premium and if Borrowers elect, Borrowers may terminate the Export Revolving Line upon five (5) Business Days written notice to Bank with indefeasible payment in full of all outstanding Advances, plus accrued and unpaid interest, and any other amounts owing to Bank under this Agreement.

(ii) Form of Request. Whenever ProteinSimple desires an Advance under the Export Revolving Line, ProteinSimple will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Pacific time (1:00 p.m. Pacific time for wire transfers), on the Business Day that the Advance is to be made. Each such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit D. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrowers shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1(c) to ProteinSimple’s deposit account maintained at Bank.

(iii) Letter of Credit Sublimit. Subject to the availability under the Export Revolving Line, and in reliance on the representations and warranties of Borrowers set forth herein, at any time and from time to time from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Bank shall issue for the account of Borrowers such Letters of Credit as Borrowers may request by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the outstanding and undrawn amounts under all such Letters of Credit (i) shall not at any time exceed any Sublimit established pursuant to the Ex-Im Documents, and (ii) shall

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be deemed to constitute Advances for the purpose of calculating availability under the Export Revolving Line. Any drawn but unreimbursed amounts under any Letters of Credit shall be charged as Advances against the Export Revolving Line. All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form application and letter of credit agreement. Borrowers will pay any standard issuance and other fees that Bank notifies Borrowers in advance that it will charge for issuing and processing Letters of Credit.

(iv) Collateralization of Obligations Extending Beyond Maturity. If Borrowers have not secured to Bank’s satisfaction its obligations under the Export Revolving Line with respect to any Letters of Credit by the Revolving Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in either Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding and undrawn Letters of Credit. Each Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrowers or any other Person to pay or otherwise transfer any part of such balances for so long as the Letters of Credit are outstanding or continue.

(d) Term Loan.

(i) Advance. Subject to the terms and conditions of this Agreement, Bank agrees to make a term loan to Borrowers in a principal amount up to but not exceeding Six Million Dollars ($6,000,000), the proceeds of which shall be made available in full on the Closing Date to repay the amounts outstanding under the existing Term Loan (the original principal amount of which was Five Million Dollars ($5,000,000)), with the remainder for Borrowers’ working capital purposes.

(ii) Interest on the Term Loan shall accrue from the Closing Date and be payable in accordance with Section 2.3. The principal of the Term Loan shall be payable in thirty one (31) equal monthly installments of principal, each in the amount of $193,548.39, plus all accrued interest, beginning on January 1, 2013 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan made under this Section 2.1(d) shall be immediately due and payable. The Term Loan, once repaid, may not be reborrowed.

2.2 Overadvances. If the aggregate amount of the outstanding Advances exceeds any of the Domestic Revolving Line, the Domestic Borrowing Base the Export Revolving Line, or the Export Borrowing Base at any time, Borrowers shall immediately pay to Bank, in cash, the amount of such excess.

2.3 Interest Rates, Payments, and Calculations.

(a) Interest. Except as set forth in Section 2.3(b), the Advances on the Domestic Revolving Line and the Export Revolving Line and amounts outstanding under the Term Loan shall bear interest, on the outstanding daily balance thereof, as set forth in the LIBOR/Prime Referenced Rate Addendum attached hereto as Exhibit J,.

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(b) Late Fee; Default Rate. If any payment is not made within 10 days after the date such payment is due, Borrowers shall pay Bank a late fee equal to the lesser of (i) 5% of the amount of such unpaid amount or (ii) the maximum amount permitted to be charged under applicable law. All Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to 5 percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default.

(c) Payments. Except as set forth in the LIBOR/Prime Referenced Rate Addendum, interest hereunder shall be due and payable on the first calendar day of each month during the term hereof. Bank shall, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of either Borrower’s deposit accounts with Bank or against the Domestic Revolving Line or the Export Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder.

(d) Computation. In the event the Prime Referenced Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Referenced Rate is changed, by an amount equal to such change in the Prime Referenced Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed.

(e) Maximum Rate. At no time shall any provision of this Agreement obligate the Borrowers to make any payment of interest or other amount payable to the Bank in an amount or calculated at a rate which would be prohibited by law or would result in the receipt by the Bank of interest at a criminal rate (as construed under U.S. state or Federal law or the Criminal Code (Canada)). In the event any interest is charged or received by the Bank in excess of the legal rate, the Borrowers acknowledge, that the amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, so as not to be so prohibited by law or result in a receipt by the Bank of interest at a criminal rate, the adjustment shall be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid to the Bank under this Agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Bank which would constitute interest for purposes of U.S. state or Federal law or Section 347 of the Criminal Code (Canada).

(f) Interest Act Canada. For purposes of the Interest Act (Canada), where in this Agreement a rate of interest is to be calculated on the basis of a year of 360 or 365 days, the yearly rate of interest to which the rate is equivalent is the rate multiplied by the number of days in the year for which the calculation is made and divided by 360 or 365, as applicable.

2.4 Crediting Payments. When no Event of Default has occurred and is continuing and subject to Section 2.7, Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrowers specify. After the occurrence and during the continuance of an Event of Default, Bank shall have the right, in its sole discretion, to immediately apply any wire transfer of funds, check, or other item of payment Bank may receive to conditionally reduce Obligations, but such applications of funds shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Bank after 12:00 noon Pacific time shall be deemed to have been received by Bank as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension.

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2.5 Fees. Borrowers shall pay to Bank:

(a) such fees as are set forth on the Closing and Disbursement Statement to be executed in connection with this Agreement,

(b) a Term Loan facility fee of $212,500, due and payable on the earlier of March 1, 2014 or acceleration of the Indebtedness as provided hereunder;

(c) a Term Loan facility fee of $113,335, due and payable on the earlier of the Term Loan Maturity Date or acceleration of the Indebtedness as provided hereunder; and

(d) an annual facility fee with respect to the Export Revolving Line, which is due and payable March 1, 2012 and March 1, 2013 (but not on the Revolving Maturity Date), each annual fee payment to be in the amount of $8,750.

(e) all Bank Expenses, as and when they become due.

2.6 Term. This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default.

2.7 Lock Box/Collection Accounts. Borrowers acknowledge and agree that the Accounts are on a “remittance basis” in accordance with the following. In connection therewith, Borrowers shall at its sole expense establish and maintain:

(a) A United States Post Office lock box (“Lock Box”). Borrowers agree to notify all account debtors and other parties obligated to Borrowers that all payments made to Borrowers (other than payments by electronic funds transfer) shall be remitted, for the credit of Borrowers, to the Lock Box, and Borrowers shall include a like statement on all invoices;

(b) The Lock Box shall remain separate from any other accounts used to collect the Export-Related Accounts Receivable as defined in the Borrower Agreement. Unless an Event of Default has occurred and is continuing, Bank may only apply all or part of the amounts in the Lock Box to the indebtedness of Borrowers owed to the Bank upon Borrowers’ prior consent.

Further, Borrowers shall, unless otherwise directed by Bank in writing, direct all customers or other Person owing money to Borrowers, evidenced by an Eligible Export-Related Accounts Receivable, who make payment by electronic transfer of funds to wire such funds directly to an account of Borrowers maintained with Bank (the “Collection Account”), over which Bank shall have exclusive and unrestricted access. All funds received by Borrowers from Eligible Export-Related Accounts Receivable debtors which are not made by electronic transfer of funds shall be deposited by the Borrowers into the Collection Account within two business days of receipt of such funds. Borrowers irrevocably authorize Bank to transfer to the Collection Account any Borrower funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise from an Eligible Export-Related Accounts Receivable debtor. Such Collection Account shall remain separate from any other accounts

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used to collect Accounts Receivable which are not Eligible Export-Related Accounts Receivable. Unless an Event of Default has occurred and is continuing, Bank may only apply all or part of the amounts in the Collection Account to the indebtedness of Borrowers owed to the Bank upon Borrower’s prior consent.

3. CONDITIONS OF LOANS.

3.1 Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Agreement;

(b) an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(c) a financing statement (Form UCC-1);

(d) agreement to provide insurance;

(e) payment of the fees and Bank Expenses then due specified in Section 2.5;

(f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;

(g) an audit of the Collateral, the results of which shall be satisfactory to Bank;

(h) current financial statements, including audited statements for the most recently ended fiscal year of each Borrower, together with an unqualified opinion, company prepared consolidated balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;

(i) current Compliance Certificate in accordance with Section 6.2;

(j) a Collateral Information Certificate; and

(k) such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate including noted on the closing checklist prepared in connection with this Agreement, attached hereto as Exhibit I.

3.2 Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a) timely receipt by Bank of the Payment/Advance Form as provided in Section 2.1; and

(b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Payment/Advance Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date). The making of each Credit Extension shall be deemed to be a representation and warranty by Borrowers on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2

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(c) Bank shall have received evidence, in form and substance satisfactory to Bank that ProteinSimple (i) has delivered to the Ex-Im Bank all of the Ex-Im Documents as are required by the Ex-Im Bank, including, without limitation, any financial statements required to be delivered to Ex-Im Bank pursuant to Section 11 of the Loan Authorization Notice and a summary of all Export Orders against ProteinSimple is requesting Advances as of the effective date and (ii) is in compliance with all terms and conditions of the Ex-Im Bank’s working capital guarantee program, including, without limitation, receipt of all waivers from the Ex-Im Bank necessary with respect to the Export Revolving Line Advances contemplated to be made under this Agreement with respect to Eligible Export Accounts.

3.3 [Reserved]

4. CREATION OF SECURITY INTEREST.

4.1 Grant of Security Interest. Borrowers grant and pledge to Bank a continuing security interest in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrowers of each of their respective covenants and duties under the Loan Documents. Except as set forth in the Schedule and except for Permitted Liens, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Notwithstanding any termination, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

Pursuant to that certain General Security Agreement executed by ProteinSimple Canada in favor of Bank dated January 26, 2012 (the “GSA”), ProteinSimple Canada grants and pledges to Bank a continuing security interest in the Collateral (as defined in the GSA) to secure prompt repayment of any and all Indebtedness and to secure prompt performance by ProteinSimple Canada of each of its covenants and obligations under this Agreement and the Loan Documents.

4.2 Perfection of Security Interest. Borrowers authorize Bank to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of Borrowers of the kind pledged hereunder, and (ii) contain any other information required by the Code or PPSA for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, if applicable. Any such financing statements may be signed by Bank on behalf of Borrower, as provided in the Code or other applicable legislation, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Code is then in effect in that jurisdiction. Borrowers shall from time to time endorse and deliver to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form reasonably satisfactory to Bank, to perfect and continue perfected Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrowers shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Bank reasonably determines to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, Borrower shall take such steps as Bank reasonably requests for Bank to (i) obtain an acknowledgment, in form and substance reasonably satisfactory to Bank, of the bailee that the bailee holds such Collateral for the benefit of Bank, (ii) obtain “control” of any Collateral if Bank deems such action necessary to acquire or maintain a valid, first priority security interest in such property, which may consist of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of

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the Code or as may be defined by the law of the jurisdiction governing the perfection of the security interest in such collateral) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Bank. Borrower will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper. Borrower from time to time may deposit with Bank specific cash collateral to secure specific Obligations; Borrowers authorize Bank to hold such specific balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the specific Obligations are outstanding.

4.3 Right to Inspect. Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior written notice, from time to time during Borrowers’ usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect each Borrowers’ Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify each Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral

5. REPRESENTATIONS AND WARRANTIES.

Borrowers represent and warrant as follows:

5.1 Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing under the laws of the jurisdiction in which it is incorporated and qualified and licensed to do business in any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

5.2 Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrowers’ powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in either Borrower’s constating documents, nor will they constitute an event of default under any material agreement by which either Borrower is bound. No Borrower is in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

5.3 Collateral. Each Borrower has rights in or the power to transfer the Collateral, and each of its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on transfer or pledge except for Permitted Liens. All Collateral is located solely in the Collateral States. The Eligible Accounts are bona fide existing obligations. The property or services giving rise to such Eligible Accounts has been delivered or rendered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. No Borrower has received notice of actual or imminent Insolvency Proceeding of any account debtor whose accounts are included in any Domestic Borrowing Base Certificate or Export Borrowing Base Certificate as an Eligible Account. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of the Collateral is maintained or invested with a Person other than Bank or Bank’s Affiliates.

5.4 Intellectual Property. Each Borrower is the sole owner of its Intellectual Property, except for licenses granted by such Borrower to its customers in the ordinary course of business. To the best of each Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made to any Borrower that any part of the Intellectual Property violates the rights of

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any third party except to the extent such claim would not reasonably be expected to cause a Material Adverse Effect. Except as set forth in the Schedule, each Borrower’s rights as a licensee of intellectual property do not give rise to more than 5% of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service.

5.5 Name; Location of Chief Executive Office. Except as disclosed in the Schedule, no Borrower has done business under any name other than that specified on the signature page of this Agreement, and its exact legal name is as set forth in the first paragraph of this Agreement. The chief executive office of ProteinSimple is located in the Chief Executive Office State at the address indicated in Section 10 hereof. The chief executive office of ProteinSimple Canada is located at the following address:

3040 Oakmead Village

Santa Clara, CA 95051

5.6 Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against either Borrower or any Subsidiary before any court or administrative agency in which a likely adverse decision would reasonably be expected to have a Material Adverse Effect.

5.7 No Material Adverse Change in Financial Statements. All consolidated financial statements related to Borrowers and any Subsidiary that are delivered by Borrowers to Bank fairly present in all material respects Borrowers’ consolidated financial condition as of the date thereof and Borrowers’ consolidated results of operations for the period then ended. There has not been a material adverse change in the consolidated financial condition of either Borrower since the date of the most recent of such financial statements submitted to Bank.

5.8 Solvency, Payment of Debts. Each Borrower is able to pay its debts (including trade debts) as they mature; the fair saleable value of each Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and neither Borrower is left with unreasonably small capital after the transactions contemplated by this Agreement.

5.9 Compliance with Laws and Regulations. Each Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA (to the extent applicable). No event has occurred resulting from either Borrower’s failure to comply with ERISA (to the extent applicable) that is reasonably likely to result in either Borrower’s incurring any liability that could reasonably be expected to have a Material Adverse Effect. No Borrower is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. No Borrower is engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Each Borrower has complied in all material respects with all applicable provisions of the Federal Fair Labor Standards Act (to the extent applicable). Each Borrower is in compliance with all applicable environmental laws, regulations and ordinances except where the failure to comply is not reasonably likely to have a Material Adverse Effect. No Borrower has violated any statutes, laws, ordinances or rules applicable to it, the violation of which could reasonably be expected to have a Material Adverse Effect. Each Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect.

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5.10 Subsidiaries. Borrowers do not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments.

5.11 Government Consents. Each Borrower and each Subsidiary 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 for the continued operation of each Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

5.12 Inbound Licenses. Except as disclosed on the Schedule, no Borrower is a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts either Borrower from granting a security interest in either Borrower’s interest in such license or agreement or any other property.

5.13 Full Disclosure. No representation, warranty or other statement made by a Borrower in any certificate or written statement furnished to Bank taken together with all such certificates and written statements furnished to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading, it being recognized by Bank that the projections and forecasts provided by a Borrower in good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the period or periods covered by any such projections and forecasts may differ from the projected or forecasted results.

5.14 Canadian Pension Plans. The Canadian Pension Plans are duly registered under the ITA (if required to be so registered) and any other applicable laws which require registration, have been administered in accordance with the ITA and such other applicable laws and no event has occurred which could reasonably be expected to cause the loss of such registered status, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. All material obligations of ProteinSimple Canada (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed on a timely basis, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. All contributions or premiums required to be made or paid by ProteinSimple Canada to the Canadian Pension Plans or the Canadian Benefit Plans have been made on a timely basis in accordance with the terms of such plans and all applicable laws, except to the extent that any failure to do so could not reasonably be expected to have a Material Adverse Effect. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans.

6. AFFIRMATIVE COVENANTS.

Each Borrower covenants that, until payment in full of all outstanding Obligations (other than inchoate indemnity obligations), and for so long as Bank may have any commitment to make a Credit Extension hereunder, Borrowers shall do all of the following:

6.1 Good Standing and Government Compliance. Each Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in their respective jurisdictions of formation, shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to such Borrower by the authorities of the state or province in which such Borrower is organized, if applicable. Each Borrower shall meet, and shall cause each

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Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA, except where the failure to meet such requirements would not reasonably be expected to have a Material Adverse Effect. Each Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so would reasonably be expected to have a Material Adverse Effect. Each Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

6.2 Financial Statements, Reports, Certificates. Borrowers shall deliver to Bank:

(a) (i) as soon as available, but in any event within 30 days after the end of each calendar month, a company prepared balance sheet and income statement covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer;

(ii) as soon as available, but in any event within 180 days after the end of Borrowers’ fiscal year, beginning with Borrowers’ fiscal year ending December 31, 2011, audited financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank;

(iii) if applicable, copies of all statements, reports and notices sent or made available generally by either Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission;

(iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against either Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to either Borrower or any Subsidiary of $250,000 or more;

(v) promptly upon receipt, each management letter prepared by Borrowers’ independent certified public accounting firm regarding each Borrower’s management control systems; and

(vi) such budgets, sales projections, operating plans or other financial information or statements generally prepared by Borrowers in the ordinary course of business as Bank may reasonably request from time to time. All financial statements of Borrowers shall be prepared on a consolidated and consolidating basis.

(b) Within 20 days after the last day of each month, Borrowers shall deliver to Bank a Domestic Borrowing Base Certificate signed by a Responsible Officer of ProteinSimple in substantially the form of Exhibit E hereto, together with aged listings by invoice date of accounts receivable and accounts payable for the Borrowers certified by a Responsible Officer of ProteinSimple.

(c) Within 30 days after the last day of each month, Borrowers shall deliver to Bank a Compliance Certificate certified as of the last day of the preceding month and signed by a Responsible Officer in substantially the form attached hereto as Exhibit G.

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(d) Within 20 days after the last day of each month, Borrowers shall deliver to Bank a Export Borrowing Base Certificate signed by a Responsible Officer of ProteinSimple in substantially the form of Exhibit F hereto, together with, aged listing by due date of Eligible Export Accounts, and a report of Export Orders for the previous month.

(e) copies of all Export Orders, or if permitted by Bank, a summary of all Export Orders against which Borrowers are requesting Advances, and such other schedules and reports as may be referenced in or required pursuant to the Ex-Im Documents.

(f) On or before the 45^th day subsequent to the last day of each fiscal year of Borrowers, a budget of each Borrower for such year, approved by each Borrower’s board of directors.

(g) As soon as possible and in any event within 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrowers shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrowers have taken or proposes to take with respect thereto.

(h) Bank shall have a right from time to time hereafter to audit (a) Borrowers’ Accounts (as defined in the GSA and in this Agreement, as applicable) at Borrowers’ expense, provided that such audits will be conducted no more often than every 6 months as to ProteinSimple’s accounts, and no more often than annually as to ProteinSimple Canada’s accounts, unless an Event of Default has occurred and is continuing, and (b) ProteinSimple’s inventory, at Borrowers’ expenses, provided that such one-time audit shall be conducted on or before February 29, 2012, unless an Event of Default has occurred and is continuing; provided further that such audits shall be conducted during Borrowers’ normal business hours.

Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrowers deliver this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Domestic Borrowing Base Certificate, the Export Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

6.3 Inventory; Returns. Borrowers shall keep all Inventory in good and merchantable condition, free from all material defects except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between a Borrower and its account debtors shall be on the same basis and in accordance with the usual customary practices of such Borrower, as they exist on the Closing Date. Borrowers shall promptly notify Bank of all returns and recoveries and of all disputes and claims involving more than $250,000.

6.4 Taxes. Borrowers shall make, and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, provincial and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof satisfactory to Bank indicating that a Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that such Borrower or such Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by such Borrower.

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6.5 Insurance.

(a) Borrowers, at their expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where each Borrower’s business is conducted on the date hereof. Borrowers shall also maintain liability and other insurance in amounts and of a type that are customary to businesses similar to that of either Borrower.

(b) All such policies of insurance shall be in such form, with such companies, and in such amounts as reasonably satisfactory to Bank. All policies of property insurance shall contain a lender’s loss payable endorsement, in a form reasonably satisfactory to Bank, showing Bank as an additional loss payee, and all liability insurance policies shall show Bank as an additional insured and specify that the insurer must give at least 20 days notice to Bank before canceling its policy for any reason. Upon Bank’s request, Borrowers shall deliver to Bank certified copies of the policies of insurance and evidence of all premium payments. If no Event of Default has occurred and is continuing, proceeds payable under any casualty policy will, at Borrowers’ option, be payable to Borrowers to replace the property subject to the claim, provided that any such replacement property shall be deemed Collateral in which Bank has been granted a first priority security interest (subject to Permitted Liens that are not required to be subordinate to Bank’s Liens). If an Event of Default has occurred and is continuing, all proceeds payable under any such policy shall, at Bank’s option, be payable to Bank to be applied on account of the Obligations.

6.6 Primary Depository. Borrowers shall maintain all of their respective domestic depository and operating accounts with Bank and their primary investment accounts with Bank or Bank’s Affiliates. Borrowers shall maintain at all times unrestricted Cash on deposit with the Bank in an amount not less than $3,000,000.

6.7 Financial Covenants. Borrowers shall maintain the following financial ratios and covenants:

(a) Adjusted Quick Ratio. A ratio of (i) Borrowers’ unrestricted Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of (i) at least 0.70 to 1.00 as of the end of each fiscal quarter, and (ii) at least 0.55 to 1.00 as of the end of each month that is not the end of a fiscal quarter.

(b) Rolling Revenues. Commencing January 31, 2012, Rolling Revenues for the 3 month period most recently ended shall be not less than, as of the dates set forth below, the corresponding minimum amount. Thereafter, Rolling Revenues shall be not less than levels to be reset by January 31st of each year by Bank based on the projections that have been approved by each Borrower’s Board of Directors and by Bank.

January 31, 2012 -	$	9,550,000
February 29, 2012 -	$	8,300,000
March 31, 2012 -	$	7,100,000
April 30, 2012 -	$	7,650,000
May 31, 2012 -	$	8,000,000
June 30, 2012 -	$	9,000,000
July 31, 2012 -	$	8,825,000
August 31, 2012 -	$	8,600,000
September 30, 2012 -	$	8,600,000
October 31, 2012 -	$	9,050,000
November 30, 2012 -	$	9,775,000
December 30, 2012 -	$	10,750,000

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6.8 Registration of Intellectual Property Rights.

(a) Borrowers shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by a Borrower, to the extent that such Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

(b) Borrowers shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office or the Canadian Intellectual Property Office, including the date of such filing and the registration or application numbers, if any.

(c) Borrowers shall promptly give Bank written notice of any applications or registrations filed with the United States Copyright Office, including a copy of such applications or registrations.

(d) Borrowers shall (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld.

(e) Bank may audit either Borrower’s Intellectual Property to confirm compliance with this Section 6.8, provided such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrowers’ sole expense, any actions that a Borrower is required under this Section 6.8 to take but which such Borrower fails to take, after 15 days’ notice to Borrowers. Borrowers shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.8.

6.9 Consent of Inbound Licensors. Prior to entering into or becoming bound by any material license or agreement, Borrowers shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrowers’ business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

6.10 Creation / Acquisition of Subsidiaries. In the event a Borrower or any Subsidiary creates or acquires any Subsidiary, Borrowers and such Subsidiary shall promptly notify Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Bank to

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cause such Subsidiary (if such Subsidiary is a Domestic Subsidiary) to guarantee the Obligations of Borrowers under the Loan Documents and grant a continuing pledge and security interest in and to the collateral of such Subsidiary (substantially as described on Exhibit A hereto), and such Borrower shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary (not to exceed 65% of the equity securities of any foreign organized Subsidiary).

6.11 Further Assurances. At any time and from time to time Borrowers shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.

6.12 Canada Benefit and Pension Plans. For each existing Canadian Pension Plan, ProteinSimple Canada shall ensure that such plan retains its registered status under and is administered in a timely manner in all respects in accordance with the applicable pension plan text, funding agreement, the ITA and all other applicable laws. For each Canadian Pension Plan hereafter adopted or contributed to by ProteinSimple Canada which is required to be registered under the ITA or any other applicable laws, ProteinSimple Canada shall use its best efforts to seek and receive confirmation in writing from the applicable regulatory authorities to the effect that such plan is unconditionally registered under the ITA and such other applicable laws. For each existing Canadian Pension Plan and Canadian Benefit Plan hereafter adopted or contributed to by ProteinSimple Canada, ProteinSimple Canada shall in a timely fashion perform in all material respects all obligations (including fiduciary, funding, investment and administration obligations) required to be performed in connection with such plan and the funding therefor.

7. NEGATIVE COVENANTS.

Borrowers covenant and agree that, so long as any credit hereunder shall be available and until the outstanding Obligations (other than inchoate indemnity obligations) are paid in full or for so long as Bank may have any commitment to make any Credit Extensions, Borrowers will not do any of the following without Bank’s prior written consent, which shall not be unreasonably withheld:

7.1 Dispositions. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or move cash balances on deposit with Bank to accounts opened at another financial institution, other than Permitted Transfers.

7.2 Change in Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control. Change its name or the Borrower State or relocate its chief executive office without 30 days prior written notification to Bank; replace its chief executive officer or chief financial officer without written notification to Bank within 5 days after such event; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by Borrowers; change its fiscal year end; have a Change in Control.

7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into a Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (i) such transactions do not in the aggregate exceed $250,000 during any fiscal year, (ii) no Event of Default has occurred, is continuing or would exist after giving effect to such transactions, (iii)such transactions do not result in a Change in Control, and (iv) a Borrower is the surviving entity.

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7.4 Indebtedness. Create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on a Borrower an obligation to prepay any Indebtedness, except Indebtedness to Bank.

7.5 Encumbrances. Create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant to any other Person that a Borrower in the future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of Borrowers’ property.

7.6 Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock.

7.7 Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments, or maintain or invest any of its property with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless such Person has entered into a control agreement with Bank, in form and substance satisfactory to Bank, or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to a Borrower.

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower except for transactions in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to such Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision affecting Bank’s rights contained in any documentation relating to the Subordinated Debt without Bank’s prior written consent.

7.10 Inventory and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or similar third party unless the third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Except for Inventory sold in the ordinary course of business and except for such other locations as Bank may approve in writing, Borrowers shall keep the Inventory and Equipment only at the locations set forth in Section 10 and the Schedule and such other locations of which Borrowers give Bank prior written notice and as to which Bank files a financing statement where needed to perfect its security interest.

7.11 No Investment Company; Margin Regulation. Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.

7.12 OFAC and Canadian Anti-terrorism Laws. To the extent any Borrower or Subsidiary is subject to such legislation, no Borrower shall, and no Borrower shall permit any of its Subsidiaries to (i) become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting

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Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)) or Canadian Anti-Terrorism Laws, (ii) engage in any dealings or transactions prohibited by Section 2 of such executive order or Canadian Anti-Terrorism Laws, or be otherwise associated with any such person in any manner violative of such Section 2 or Canadian Anti-Terrorism Laws, or (iii) otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or a similar list under Canadian Anti-Terrorism Laws or subject to the limitations or prohibitions under any other OFAC regulation or executive order.

8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by Borrowers under this Agreement:

8.1 Payment Default. If Borrowers fail to pay any of the Obligations when due;

8.2 Covenant Default.

(a) If a Borrower fails to perform any obligation under Sections 6.2, 6.5, 6.6 or 6.7 or violates any of the covenants contained in Article 7 of this Agreement; or

(b) If a Borrower fails to perform any obligation under (i) Sections 6.1, 6.3, 6.4, 6.8, 6.9, 6.10 or 6.11 and has failed to cure such default within 10 days after Borrowers receive notice thereof or any officer of a Borrower becomes aware thereof or (ii) any agreement or instrument pertaining to the Export Revolving Line, subject to any notice or cure periods.

(c) If a Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between a Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within 30 days after Borrowers receive notice thereof or any officer of such Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the 30 day period or cannot after diligent attempts by Borrowers be cured within such 30 day period, and such default is likely to be cured within a reasonable time, then such Borrower shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made;

8.3 Defective Perfection. If Bank shall receive at any time following the Closing Date an SOS Report indicating that except for Permitted Liens, Bank’s security interest in the Collateral is not prior to all other security interests or Liens of record reflected in the report;

8.4 Material Adverse Change. If there occurs a material adverse change in either Borrower’s prospects, business or financial condition, or if there is a material impairment in the prospect of repayment of any portion of the Obligations or a material impairment in the perfection, value or priority of Bank’s security interests in the Collateral;

8.5 Attachment. If any material portion of either Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within 30 days, or if either Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material

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portion of either Borrower’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of either Borrower’s assets by the United States or Canadian Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten days after a Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by such Borrower (provided that no Credit Extensions will be made during such cure period);

8.6 Insolvency. If either Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by either Borrower, or if an Insolvency Proceeding is commenced against either Borrower and is not dismissed or stayed within 45 days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

8.7 Other Agreements. If there is a default or other failure to perform in any agreement to which a Borrower is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of $250,000 or that would reasonably be expected to have a Material Adverse Effect;

8.8 Subordinated Debt. If a Borrower makes any payment on account of Subordinated Debt, except to the extent the payment is allowed under any subordination agreement entered into with Bank;

8.9 Judgments. If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least $250,000 shall be rendered against either Borrower and shall remain unsatisfied and unstayed for a period of 30 days (provided that no Credit Extensions will be made prior to the satisfaction or stay of the judgment); or

8.10 Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement or any other Loan Document

8.11 Guaranty. If any guaranty of all or a portion of the Obligations (a “Guaranty) ceases for any reason to be in full force and effect, or any guarantor fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty (collectively, the “Guaranty Documents”), or any event of default occurs under any Guaranty Document or any guarantor revokes or purports to revoke a Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth in any Guaranty Document or in any certificate delivered to Bank in connection with any Guaranty Document, or if any of the circumstances described in Sections 8.3 through 8.9 occur with respect to any guarantor.

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, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrowers:

(a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.6, all Obligations shall become immediately due and payable without any action by Bank);

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(b) Demand that Borrowers (i) deposit cash with Bank in an amount equal to the amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit, and Borrowers shall promptly deposit and pay such amounts;

(c) Cease advancing money or extending credit to or for the benefit of Borrowers under this Agreement or under any other agreement between Borrowers and Bank;

(d) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable;

(e) Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrowers agree to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of either Borrower’s owned premises, each Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise;

(f) Set off and apply to the Obligations any and all (i) balances and deposits of each Borrower held by Bank, and (ii) indebtedness at any time owing to or for the credit or the account of each Borrower held by Bank;

(g) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, either of Borrowers’ labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, 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 9.1, Borrowers’ rights under all licenses and all franchise agreements shall inure to Bank’s benefit;

(h) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrowers’ premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the Collateral without giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Bank sells any of the Collateral upon credit, Borrowers will be credited only with payments actually made by the purchaser, received by Bank, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank may resell the Collateral and the applicable Borrower shall be credited with the proceeds of the sale;

(i) Bank may credit bid and purchase at any public sale;

(j) Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency either Borrower, any guarantor or any other Person liable for any of the Obligations; and

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(k) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the applicable Borrower.

Notwithstanding any provision of this Section 9.1 to the contrary, the exercise of remedies hereunder is subject to the provisions of the Ex-Im Documents (including, where applicable, the consent of the Ex-Im Bank).

Bank may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

9.2 Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrowers hereby irrevocably appoint Bank (and any of Bank’s designated officers, or employees) as Borrowers’ true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse either of Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign either of Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to either Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the applicable Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of the applicable Borrower on any of the documents described in clauses (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrowers’ attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

9.3 Accounts Collection. At any time after the occurrence and during the continuation of an Event of Default, Bank may notify any Person owing funds to either Borrower of Bank’s security interest in such funds and verify the amount of such Account. Such Borrower shall collect all amounts owing to such Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit.

9.4 Bank Expenses. If Borrowers fail to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to Borrowers: (a) make payment of the same or any part thereof; (b) set up such reserves under the Domestic Revolving Line or the Export Revolving Line as Bank reasonably deems necessary to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement, and take any action with respect to such policies as Bank reasonably deems prudent. Any amounts so paid or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement.

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9.5 Bank’s Liability for Collateral. Bank has no obligation to clean up or otherwise prepare the Collateral for sale. All risk of loss, damage or destruction of the Collateral shall be borne by Borrowers.

9.6 No Obligation to Pursue Others. Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrowers. Borrowers waive any right it may have to require Bank to pursue any other Person for any of the Obligations.

9.7 Remedies Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, PPSA, by law, or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on either Borrower’s part shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for the specific purpose for which it was given. Borrowers expressly agree that this Section 9.7 may not be waived or modified by Bank by course of performance, conduct, estoppel or otherwise.

9.8 Demand; Protest. Except as otherwise provided in this Agreement, Borrowers waive demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment and any other notices relating to the Obligations.

10. NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to Borrowers or to Bank, as the case may be, at its addresses set forth below:

If to Borrowers:	ProteinSimple
	3040 Oakmead Village Drive
	Santa Clara, California 95051
	Attn: Chief Financial Officer
	FAX: 408-510-5599
If to Bank:	Comerica Bank
	m/c 7512
	39200 Six Mile Rd.
	Livonia, MI 48152
	Attn: National Documentation Services
With a copy to:	Comerica Bank
	Two Embarcadero Center - Suite 300
	San Francisco, CA 94111
	Attn: Kim Crosslin
	FAX: 415-477-3260

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The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY BANK OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM.

12. REFERENCE PROVISION.

This Reference Provision will be applicable so long as, under applicable law and precedent, a pre-dispute Jury Trial Waiver provision similar to that contained in the Loan Documents (as defined below) is invalid or unenforceable. Delay in requesting appointment of a referee pending review of any such decision, or participation in litigation pending review, will not be deemed a waiver of this Reference Provision.

12.1 Mechanics.

(a) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the Bank and the undersigned (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the Superior Court or Federal District Court in the County or District where venue is otherwise appropriate under applicable law (the “Court”).

(b) The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties. If the parties do not agree, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit with all the powers provided by law. Each party shall have one peremptory challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies.

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(c) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644.

(d) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

12.2 Procedures. Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

12.3 Application of Law. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

12.4 Repeal. If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

12.5 THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY

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KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.

13. GENERAL PROVISIONS.

13.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties and shall bind all persons who become bound as a debtor to this Agreement; provided, however, that neither this Agreement nor any rights hereunder may be assigned by a Borrower without Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to a Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder.

13.2 Indemnification. Borrowers shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank, its officers, employees and agents as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrowers whether under this Agreement, or otherwise (including without limitation reasonable attorneys fees and expenses), except for losses caused by Bank’s gross negligence or willful misconduct.

13.3 Time of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.

13.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.5 Amendments in Writing, Integration. All amendments to or terminations of this Agreement or the other Loan Documents must be in writing. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the other Loan Documents, if any, are merged into this Agreement and the Loan Documents.

13.6 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, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

13.7 Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Bank has any obligation to make any Credit Extension to Borrowers. The obligations of Borrowers to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.

13.8 Confidentiality. In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or Affiliates of Bank in connection with their present or prospective

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business relations with Borrowers, (ii) to prospective transferees or purchasers of any interest in the Loans, provided that they have entered into a comparable confidentiality agreement in favor of Borrowers and have delivered a copy to Borrowers, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.

13.9 Co-Borrower Provisions. Each Borrower agrees as follows

(a) Primary Obligation. This Agreement is a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each Borrower shall be liable for existing and future Obligations, as fully as if all of all Credit Extensions were advanced to such Borrower. For the avoidance of doubt, ProteinSimple Canada shall also be primarily liable for all Obligations arising under the Export Revolving Line. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers, including without limitation Request for Advance Forms, Domestic Borrowing Base Certificates, Export Borrowing Base Certificates and Compliance Certificates.

(b) Enforcement of Rights. Borrowers are jointly and severally liable for the Obligations and Bank may proceed against one or more of the Borrowers to enforce the Obligations without waiving its right to proceed against any of the other Borrowers.

(c) Borrowers as Agents. Each Borrower appoints the other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of both Borrowers, to act as disbursing agent for receipt of any Credit Extensions on behalf of each Borrower and to apply to Bank on behalf of each Borrower for Credit Extensions, any waivers and any consents. This authorization cannot be revoked, and Bank need not inquire as to each Borrower’s authority to act for or on behalf of Borrower.

(d) Subrogation and Similar Rights. Notwithstanding any other provision of this Agreement or any other Loan Document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating any Borrower to the rights of Bank under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by either Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by either Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 13.9 shall be null and void. If any payment is made to a Borrower in contravention of this Section 13.9, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

(e) Waivers of Notice. Except as otherwise provided in this Agreement, each Borrower waives notice of acceptance hereof; notice of the existence, creation or acquisition of any of the

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Obligations; notice of an Event of Default; notice of the amount of the Obligations outstanding at any time; notice of intent to accelerate; notice of acceleration; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase either Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; default; and all other notices and demands to which either Borrower would otherwise be entitled. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Bank’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Nothing contained herein shall prevent Bank from foreclosing on the Lien of any deed of trust, mortgage or other security instrument, or exercising any rights available thereunder, and the exercise of any such rights shall not constitute a legal or equitable discharge of any Borrower. Each Borrower also waives any defense arising from any act or omission of Bank that changes the scope of each Borrower’s risks hereunder.

(f) Subrogation Defenses. Each Borrower hereby waives any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect.

(g) Right to Settle, Release.

(i) The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Bank may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

(ii) Without affecting the liability of any Borrower hereunder, Bank may, with the consent of any one (1) Borrower, which consent shall not be unreasonably withheld (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to a Borrower, (ii) grant other indulgences to a Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to a Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person; provided that Bank may release any property securing the Obligations if in Bank’s reasonable opinion the potential liabilities associated therewith exceed any collateral benefit to Bank, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

(h) Subordination. All indebtedness of a Borrower now or hereafter arising held by another Borrower is subordinated to the Obligations and the Borrower holding the indebtedness shall take all actions reasonably requested by Lender to effect, to enforce and to give notice of such subordination.

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13.10 Multinational Provisions.

(a) Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert any amount owing or payable to Bank under this Agreement or any note executed by a Borrower from the currency in which it is due (the “Agreed Currency”) into a particular currency (the “Judgment Currency”), the rate of exchange applied in that conversion shall be that at which Bank, in accordance with its normal procedures, could purchase the Agreed Currency with the Judgment Currency at or about noon on the Business Day immediately preceding the date on which judgment is given. The obligation of Borrowers and any guarantor in respect of any amount owing or payable under this Agreement to Bank in the Agreed Currency shall, notwithstanding any judgment and payment in the Judgment Currency, be satisfied only to the extent that Bank, in accordance with its normal procedures, could purchase the Agreed Currency with the amount of the Judgment Currency so paid at or about noon on the next Business Day following that payment; and if the amount of the Agreed Currency which Bank could so purchase is less than the amount originally due in the Agreed Currency shall, as a separate obligation and notwithstanding the judgment or payment, indemnify Bank against any loss.

(b) Withholding Tax Indemnification.

(i) Payments. If, any payments to be made by or on behalf of any Borrower under or with respect to this Agreement or any other Loan Document are subject to any deduction or withholding for, or on account of, any present or future Taxes the following shall apply: (a) the amount payable shall be increased as may be necessary so that, after making all required deductions or withholdings (including deductions and withholdings applicable to, and taking into account all Taxes on, or arising by reason of the payment of, additional amounts under this Section 13.10), Bank receives and retains an amount equal to the amount that it would have received had no such deductions or withholdings been required, (b) Borrowers shall make such deductions or withholdings, and (c) the Borrowers shall remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable laws. Notwithstanding the foregoing, Borrowers shall not be required to pay additional amounts in respect of Excluded Taxes (as defined in subsection (d) below).

(ii) Indemnity. Borrowers shall indemnify Bank for the full amount of any Taxes (other than Excluded Taxes but including any applicable withholding taxes) imposed by any jurisdiction on amounts payable by either Borrower under this Agreement or any other Loan Document and paid by Bank and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. The indemnifications contained in this Section 2.6 shall be made within 30 days after the date Bank makes written demand therefor.

(iii) Evidence of payment. Within thirty (30) days after the date of any payment of Taxes by a Borrower, such Borrower shall furnish to Bank the original or a certified copy of a receipt evidencing payment by such Borrower of any Taxes with respect to any amount payable to Bank hereunder.

(iv) Excluded Taxes. “Excluded Taxes” shall mean, in relation to Bank, any Taxes imposed on the net income or capital of Bank by any Governmental Authority as a result of Bank (i) carrying on a trade or business or having a permanent establishment in any jurisdiction or political subdivision thereof, (ii) being organized under the laws of such jurisdiction or any political subdivision thereof, or (iii) being or being deemed to be resident in such jurisdiction or political subdivision thereof.

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(v) Survival. Each of Borrower’s obligations under this Section 13.10 shall survive the termination of this Agreement and the payment of all amounts payable under or with respect to this Agreement.

[Signature Page to Follow]

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Signature Page To First Amended And Restated Loan And Security Agreement

IN WITNESS WHEREOF, the parties hereto have caused this First Amended and Restated Loan and Security Agreement to be executed as of the date first above written.

PROTEINSIMPLE
By:	/s/ Jason Novi
Title:	CFO
PROTEINSIMPLE LTD.
By:	/s/ Jason Novi
Title:	CFO
COMERICA BANK
By:	/s/ Kim Crosslin
	Kim Crosslin
Title:	Vice President

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EXHIBIT A

DEFINITIONS

“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to a Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by a Borrower and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by a Borrower and Borrowers’ Books relating to any of the foregoing.

“Advance” or “Advances” means a cash advance or cash advances under the Domestic Revolving Line or the Export Revolving Line.

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Bank Expenses” means all reasonable costs or expenses (including reasonable attorneys’ fees and expenses, whether generated in-house or by outside counsel) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable Collateral audit fees; and Bank’s reasonable attorneys’ fees and expenses (whether generated in-house or by outside counsel) incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.

“BIA” means Bankruptcy and Insolvency Act (Canada), as amended, and any successor thereto, and any regulations promulgated thereunder, as in effect from time to time.

“Borrower Agreement” shall mean the Borrower Agreement among ProteinSimple and Bank dated as of January 26, 2012, as supplemented by the Economic Impact Certification delivered with it, and any Ex-Im Bank waivers.

“Borrower State” means Delaware, the state under whose laws ProteinSimple is organized.

“Borrowers’ Books” means all of Borrowers’ books and records including: ledgers; records concerning Borrowers’ assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.

“Buyer” shall mean a Person that has entered into one or more Export Orders with ProteinSimple or who is an obligor on an Eligible Export Account.

“Canadian Anti-Terrorism Laws” means the anti-terrorist provisions of the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the United Nations Suppression of Terrorism Regulations and the Anti-terrorism Act (Canada) and all regulations and orders made thereunder.

Exhibit A, Page 1

“Canadian Benefit Plans” means all material employee benefit plans or arrangements maintained or contributed to by ProteinSimple Canada that are not Canadian Pension Plans, including all profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plan and arrangements in which the employees or former employees of ProteinSimple Canada participate or are eligible to participate but excluding all stock option or stock purchase plans.

“Canadian Pension Plans” means all plans and arrangements which are considered to be pension plans for the purposes of any applicable pension benefits standard statute and/or regulation in Canada established, maintained or contributed to by ProteinSimple Canada for its employees or former employees.

“Capital Stock” shall mean (i) in the case of any corporation, all capital stock and any securities exchangeable for or convertible into capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents of corporate stock (however designated) in or to such association or entity, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person, and including, in all of the foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants, rights or other options to purchase or otherwise acquire any of the interests described in any of the foregoing cases.

“Cash” means unrestricted cash and cash equivalents.

“Change in Control” shall mean with respect to any entity formed under the laws of any political subdivision of the United States, a transaction in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction, and with respect to any other entity, a comparable transaction effected pursuant to the laws of its jurisdiction of formation.

“Chief Executive Office State” means California, where ProteinSimple’s chief executive office is located.

“Code” means the California Uniform Commercial Code as amended or supplemented from time to time.

“Closing Date” means the date of this Agreement.

“Collateral” means the property described on Exhibit B attached hereto and all Negotiable Collateral to the extent not described on Exhibit B, except to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the Code), (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral or (iii) constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote.

Exhibit A, Page 2

“Collateral Information Certificate” means a certificate setting forth all collateral, in form and content satisfactory to Bank.

“Collateral State” means the state or provinces where the Collateral is located, which is California as to property of ProteinSimple, and Ontario as to the property of ProteinSimple Canada.

“Collection Account” shall mean that account established pursuant to Section 2.6 of this Agreement and as defined therein.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held.

“Credit Card Services Sublimit” means a sublimit for corporate credit cards and e-commerce or merchant account services under the Domestic Revolving Line not to exceed $500,000.

“Credit Extension” means each Advance, or any other extension of credit by Bank to or for the benefit of a Borrower hereunder.

“Current Liabilities” means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current liabilities on the consolidated balance sheet of Borrowers and its Subsidiaries, as at such date, plus, to the extent not already included therein, undrawn Letters of Credit and Borrowers’ maximum potential obligations under the Credit Card Services Sublimit, if any.

“Deferred Maintenance Contract Revenue” means all amounts received in advance of performance under maintenance contracts and not yet recognized as revenue.

“Domestic Borrowing Base” means an amount equal to 80% of Eligible Domestic Accounts less Priority Payables, as determined by Bank with reference to the most recent Domestic Borrowing Base Certificate delivered by Borrowers. Bank shall convert the amount of any Eligible Domestic Account outstanding in Canadian Dollars to the Equivalent Amount in U.S. Dollars for the purpose of calculating the Domestic Borrowing Base.

Exhibit A, Page 3

“Domestic Borrowing Base Certificate” shall mean the Certificate in the form of Exhibit E hereto.

“Domestic Revolving Line” means a Credit Extension to Borrowers of up to $6,500,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit and the Credit Card Services Sublimit).

“Domestic Subsidiary” means any Subsidiary of a Borrower or Parent organized under the laws of any political subdivision of the United States or Canada.

“Eligible Accounts” means the Eligible Domestic Accounts and the Eligible Export Accounts.

“Eligible Domestic Accounts” means those Accounts that arise in the ordinary course of Borrowers’ business that comply with all of Borrowers’ representations and warranties to Bank set forth in Section 5.3; provided, that Bank may reasonably change the standards of eligibility by giving Borrowers 30 days prior written notice. Unless otherwise agreed to by Bank, Eligible Domestic Accounts shall not include the following:

(a) Accounts that the account debtor has failed to pay in full within 90 days of invoice date;

(b) Credit balances over 90 days from invoice date;

(c) Accounts with respect to an account debtor, 25% of whose Accounts the account debtor has failed to pay within 90 days of invoice date;

(d) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to Borrowers exceed 25% of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;

(e) Accounts with respect to which the account debtor does not have its principal place of business in the United States or Canada, except for Eligible Foreign Accounts;

(f) Accounts with respect to which the account debtor is the United States or Canada or any department, agency, or instrumentality of the United States or Canada, except for (i) Accounts of the United States if the payee has assigned its payment rights to Bank and the assignment has been acknowledged under the Assignment of Claims Act of 1940 (31 U.S.C. 3727); and (ii) Accounts of Canada if the payee has assigned its payment rights to Bank and all steps have been take to comply with the Financial Administration Act (Canada), as amended;

(g) Offset, inter-company, contra and other Accounts with respect to which a Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to such Borrower, other than non-refundable deposits or Deferred Maintenance Contract Revenue, but only to the extent of any amounts owing to the account debtor against amounts owed to such Borrower;

(h) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional;

(i) Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of either Borrower;

Exhibit A, Page 4

(j) pre-billed Accounts or Accounts that have not yet been billed to the account debtor or that relate to deposits (such as good faith deposits) or other property of the account debtor held by either Borrower or accounts related to the performance of services or delivery of goods which either Borrower has not yet performed or delivered, including unfulfilled maintenance contracts;

(k) Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

(l) Accounts the collection of which Bank reasonably determines after inquiry and consultation with either Borrower to be doubtful;

(m) Accounts payable to an Affiliate of either Borrower;

(n) Retentions and hold-backs; and

(o) Accounts which qualify as Eligible Export Accounts.

“Eligible Export Accounts” shall mean and include, Accounts of ProteinSimple that qualify as “Eligible Export-Related Accounts Receivable,” as such term is defined in the Ex-Im Documents, provided, that Bank may change the standards of eligibility based on the results of Collateral audits by giving Borrowers thirty (30) days prior written notice, and provided further that notwithstanding anything to the contrary in the Borrower Agreement, including but not limited to Section 1.01: “Eligible Export-Related Accounts Receivable” of the Borrower Agreement, shall not include any account receivable:

(a) with an invoice that is due and payable more than 90 days from the date of the invoice;

(b) that is not paid within 60 days of its original invoice due date;

(c) with credit balances over 90 days past due;

(d) which are foreign government accounts;

(e) Offset, inter-company, contra and other Accounts with respect to which ProteinSimple is liable to the account debtor for goods sold or services rendered by the account debtor to ProteinSimple, other than non-refundable deposits or Deferred Maintenance Contract Revenue, but only to the extent of any amounts owing to the account debtor against amounts owed to ProteinSimple;

(f) for which the payment is not directed to a Lockbox or Collection Account per the terms of Section 2.6 of this Agreement;

(g) pre-billed Accounts or accounts that have not yet been billed to the account debtor or that relate to deposits (other than non-refundable deposits), or other property of the account debtor held by ProteinSimple for the performance of services or delivery of goods which ProteinSimple has not yet performed or delivered;

(h) Accounts with respect to which the account debtor disputes liability or makes any claim with respect thereto as to which Bank believes, in its sole discretion, that there may be a basis for dispute (but only to the extent of the amount subject to such dispute or claim), or is subject to any Insolvency Proceeding, or becomes insolvent, or goes out of business;

Exhibit A, Page 5

(i) Accounts the collection of which Bank reasonably determines after inquiry and consultation with ProteinSimple to be doubtful;

(j) Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of ProteinSimple;

(k) any portion of an Account that is subject to any retentions and hold-backs;

(l) Accounts with respect to a Buyer, including Subsidiaries and Affiliates for whom 50% or more of its Accounts Receivable are past due more than 90 days from the invoice due date shall be considered Eligible Export-Related Accounts Receivable; and

(m) Accounts with respect to an account debtor, including Subsidiaries and Affiliates, whose total obligations to ProteinSimple exceed twenty-five percent (25%) of all Accounts, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank.

“Eligible Foreign Accounts” means Accounts with respect to which the account debtor does not have its principal place of business in the United States or Canada (“Foreign Accounts”) and that are (i) supported by foreign credit insurance acceptable to the Bank or one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, or (ii) approved by Bank on a case-by-case basis. Bank hereby agrees that up to $750,000 of Foreign Accounts of ProteinSimple Canada shall be deemed Eligible Foreign Accounts. All Eligible Foreign Accounts must be calculated in U.S. Dollars.

“Environmental Laws” means all laws, rules, regulations, orders and the like issued by any federal, state, provincial, local, foreign or other governmental or quasi-governmental authority or any agency pertaining to the environment or to any hazardous materials or wastes, toxic substances, flammable, explosive or radioactive materials, asbestos or other similar materials.

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, office equipment, tools, parts and attachments in which a Borrower has any interest.

“Equivalent Amount” means, on any date of determination, with respect to obligations or valuations denominated in one currency (the “first currency”), the amount of another currency (the “second currency”) which would result from the conversion of the relevant amount of the first currency into the second currency at the 12:00 noon rate quoted on the Reuters Monitor Screen (Page BOFC or such other Page as may replace such Page for the purpose of displacing such exchange rates) on such date or, if such date is not a Business Day, on the Business Day immediately preceding such date of determination, or at such other rate as may have been agreed in writing between Borrowers and Bank.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Event of Default” has the meaning assigned in Article 8.

“Ex-Im Bank” shall mean the Export-Import Bank of the United States.

“Ex-Im Documents” shall mean the Borrower Agreement, the Loan Authorization Notice and the Master Guarantee Agreement and all modifications, supplements, documents and agreements related to any of the foregoing.

Exhibit A, Page 6

“Export Borrowing Base” means “as of any date of determination thereof, an amount equal to the sum of (i) eighty percent (80%) of Eligible Export Accounts which are payable in US Dollars; provided that the Ex-Im Borrowing Base shall be determined on the basis of the most current Export Borrowing Base Certificate required or permitted to be submitted hereunder; and, provided further that (i) the advance percentages hereunder shall be subject to any Ex-Im Bank waiver letter, and (ii) Bank may change the aforementioned advance percentages based on the results of Collateral audits by giving ProteinSimple thirty (30) days prior written notice of such change.

“Export Borrowing Base Certificate” shall mean the Certificate in the form of Exhibit F hereto.

“Export Order” shall mean a documented purchase order or contract evidencing a Buyer’s agreement to purchase Items from ProteinSimple for export from the United States, which documentation shall include written information that is necessary to confirm such purchase order or contract, including identification of the Items, the name of the Buyer, the country of destination, contact information for the Buyer and the total amount of the purchase order or contract; in the case of Indirect Exports, such documentation shall further include a copy of the written purchase order or contract from a foreign purchaser or other documentation clearly evidencing a foreign purchasers’ agreement to purchase the Items.

“Export Revolving Line” means the $2,500,000 line of credit from Bank to ProteinSimple guaranteed by the Ex-Im Bank of the United States.

“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time.

“Governmental Authority” means the Government of Canada, the United States of America, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements.

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, (d) all Contingent Obligations, and (e) all obligations arising under the Credit Card Services Sublimit.

“Indirect Exports” shall mean finished goods or services that are sold by ProteinSimple to a Buyer located in the United States, are intended for export from the United States and are identified in Section 4.A.(2.) of the Loan Authorization Notice.

“Insolvency Proceeding” shall mean and includes any proceeding or case commenced by or against a Borrower, or any guarantor of Borrowers’ Indebtedness, or any of either Borrower’s account debtors, under any provisions of the United States Bankruptcy Code as amended, the BIA, the Winding-up and Restructuring Act (Canada), the Companies’ Creditors Arrangement Act (Canada), or other similar federal, state or provincial legislation, or any other bankruptcy or insolvency law, including, but not limited to assignments for the benefit of creditors, formal or informal moratoriums, composition or extensions with some or all creditors, any proceeding seeking a reorganization, arrangement or any other relief under the United States Bankruptcy Code, as amended, or the BIA, as applicable, or any other bankruptcy or insolvency law.

Exhibit A, Page 7

“Intellectual Property” means all of Borrowers’ right, title, and interest in and to the following:

(a) Copyrights, Trademarks and Patents;

(b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(c) Any and all design rights which may be available to either Borrower now or hereafter existing, created, acquired or held;

(d) Any and all claims for damages by way of past, present and future infringement of any of the rights included above, 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;

(e) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

(f) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

(g) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

“Inventory” means all present and future inventory in which a Borrower has any interest.

“Investment” means any beneficial ownership of (including stock, partnership or limited liability company interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

“ITA” means the Income Tax Act (Canada), as amended, and any successor thereto, and any regulations promulgated thereunder, as in effect from time to time.

“Items” shall mean the Inventory intended for export from the United States, either directly or as an Indirect Export, meet the U.S. Content requirements in accordance with Section 2.01(b)(ii) of the Borrower Agreement and are specified in Section 4.A. of the Loan Authorization Notice.

“Letter of Credit” means a commercial or standby letter of credit or similar undertaking issued by Bank at Borrowers’ request in accordance with Section 2.1(b)(iii).

“Letter of Credit Sublimit” means a sublimit for Letters of Credit under the Domestic Revolving Line not to exceed $1,000,000.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

Exhibit A, Page 8

“Loan Authorization Notice” shall mean the Loan Authorization Notice between Comerica Bank and Ex-Im Bank.

“Loan Documents” means, collectively, this Agreement, any note or notes executed by Borrowers, and any other document, instrument or agreement entered into in connection with this Agreement, all as amended or extended from time to time.

“Master Guarantee Agreement” shall mean the Master Guarantee Agreement dated as of November 1, 2005 between Ex-Im Bank and Comerica Bank.

“Material Adverse Effect” means a material adverse effect on (i) the business operations, condition (financial or otherwise) or prospects of Borrowers and their Subsidiaries taken as a whole, (ii) the ability of Borrowers to repay the Obligations or otherwise perform their obligations under the Loan Documents, (iii) Borrowers’ interest in, or the value, perfection or priority of Bank’s security interest in the Collateral.

“Negotiable Collateral” means all of Borrowers’ present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, documents of title, and chattel paper, and Borrowers’ Books relating to any of the foregoing.

“Obligations” means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrowers pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from either Borrower to others that Bank may have obtained by assignment or otherwise. Notwithstanding anything to the contrary contained herein, the term “Obligations” shall not include obligations of Borrowers under any Warrant or any agreements or documents executed solely in connection with any such Warrant.

“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.

“Periodic Payments” means all installments or similar recurring payments that either Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between a Borrower and Bank.

“Permitted Indebtedness” means:

(a) Indebtedness of Borrowers in favor of Bank arising under this Agreement or any other Loan Document;

(b) Indebtedness existing on the Closing Date and disclosed in the Schedule attached here to as Exhibit H;

(c) Indebtedness not to exceed $250,000 in the aggregate in any fiscal year of Borrowers secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness;

(d) Subordinated Debt;

Exhibit A, Page 9

(e) Indebtedness to trade creditors incurred in the ordinary course of business; and

(f) Extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon either Borrower or its Subsidiary, as the case may be.

“Permitted Investment” means:

(a) Investments existing on the Closing Date disclosed in the Schedule attached here to as Exhibit H;

(b) Marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) Bank’s certificates of deposit maturing no more than one year from the date of investment therein, and (iv) Bank’s money market accounts;

(c) Repurchases of stock from former employees or directors of a Borrower under the terms of applicable repurchase agreements (i) in an aggregate amount not to exceed $100,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where the consideration for the repurchase is the cancellation of indebtedness owed by such former employees to a Borrower regardless of whether an Event of Default exists;

(d) Investments accepted in connection with Permitted Transfers;

(e) Investments of Subsidiaries in or to other Subsidiaries or a Borrower and Investments by a Borrower in Subsidiaries not to exceed $500,000 in the aggregate in any fiscal year;

(f) Investments not to exceed $100,000 in the aggregate in any fiscal year 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 a Borrower or its Subsidiaries pursuant to employee stock purchase plan agreements approved by a Borrower’s Board of Directors;

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

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

(i) Joint ventures or strategic alliances in the ordinary course of a Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrowers do not exceed $250,000 in the aggregate in any fiscal year.

(j) investments in obligations issued by the Government of Canada or the United States of America, or an instrumentality or agency of either such country, maturing within 365 days of the date of acquisition of such obligation, and guaranteed fully as to principal, premium, if any, and interest by the Government of Canada or the United States of America;

Exhibit A, Page 10

(k) investments in certificates of deposits issued or acceptances accepted by or guaranteed by any bank to which the Bank Act (Canada) applies or by any company licensed to carry on the business of a trust company in one or more provinces of Canada or by the bank or trust company organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $100,000,000, maturing within 365 days of the date of purchase; and

(l) investments in commercial paper given the highest rating by two established national credit rating agencies in Canada or the United States and maturing not more than 90 days from the date of acquisition thereof.

“Permitted Liens” means the following:

(a) Any Liens existing on the Closing Date and disclosed in the Schedule attached here to as Exhibit H (excluding Liens to be satisfied with the proceeds of the Advances) or arising under this Agreement or the other Loan Documents;

(b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and for which Borrowers maintain adequate reserves, provided the same have no priority over any of Bank’s security interests;

(c) Liens not to exceed $250,000 in the aggregate (i) upon or in any Equipment acquired or held by a Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;

(d) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (e) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; and

(e) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Sections 8.5 or 8.9.

“Permitted Transfer” means the conveyance, sale, lease, transfer or disposition by a Borrower or any Subsidiary of:

(a) Inventory in the ordinary course of business;

(b) licenses and similar arrangements for the use of the property of a Borrower or its Subsidiaries in the ordinary course of business;

(c) worn-out or obsolete Equipment;

(d) other assets of a Borrower or its Subsidiaries that do not in the aggregate exceed $250,000 during any fiscal year; or

Exhibit A, Page 11

(e) any asset of a Borrower to the other Borrower.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“PPSA” means the Personal Property Security Act (Ontario) as amended, and any successor thereto, and any regulations promulgated thereunder, as in effect from time to time.

“Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

“Priority Payables” means, at any time, the full amount of liabilities of ProteinSimple Canada at such time which have a trust imposed to provide for payment or security interest, lien or charge ranking or capable of ranking senior to or pari passu with the liens of Bank against the Collateral (as defined in the GSA and in this Agreement, as applicable) of ProteinSimple Canada (excepting from the foregoing, however, any purchase money financing liens which may be expressly permitted under this Agreement) under federal, provincial, state, county, municipal or local law including, but not limited to, claims for unremitted and/or accelerated rents, taxes, wages, workers’ compensation obligations, health insurance premiums, vacation pay, governmental royalties or pension fund obligations, together with the aggregate value, determined in accordance with GAAP, of all inventory which Bank reasonably considers may be or may become subject to a right of a supplier to recover possession thereof under any federal or provincial law, where such supplier’s right may have priority over the security interests of Bank in the Collateral (as defined in the GSA and in this Agreement, as applicable), including, without limitation, inventory subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the BIA.

“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Controller of each Borrower.

“Revolving Maturity Date” means March 1, 2014.

“Rolling Revenues” means gross revenues of Borrowers for the current month plus the two previous months.

“Schedule” means the schedule of exceptions in the form of Exhibit H attached hereto and approved by Bank, if any.

“SOS Reports” means the official reports from the Secretaries of State of each Collateral State, Chief Executive Office State and the Borrower State and other applicable federal, provincial, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.

“Subordinated Debt” means any debt incurred by a Borrower that is subordinated in writing to the debt owing by Borrowers to Bank on terms reasonably acceptable to Bank (and identified as being such by Borrowers and Bank).

“Subsidiary” means any corporation, partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than 50% of the stock, limited liability company interest or joint venture of which by the terms thereof ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by a Borrower, either directly or through an Affiliate.

Exhibit A, Page 12

“Taxes” shall mean all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax, including Canadian Pension Plans and provincial pension plan contributions, unemployment insurance payments and workers’ compensation premiums, together with any installments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

“Term Loan” means the term loan described under Section 2.1(c).

“Term Loan Maturity Date” means July 1, 2015.

“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 either Borrower connected with and symbolized by such trademarks.

Exhibit A, Page 13

EXHIBIT B

COLLATERAL DESCRIPTION ATTACHMENT TO FIRST AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

DEBTOR	PROTEINSIMPLE AND PROTEINSIMPLE LTD.
SECURED PARTY:	COMERICA BANK

All personal property of Borrower (herein referred to as “Borrower” or “Debtor”) of every kind, whether presently existing or hereafter created or acquired, and wherever located, including but not limited to: (a) all accounts (Including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or non cash proceeds thereof; including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time.

Notwithstanding the foregoing, the Collateral shall not include any copyrights, patents, trademarks, servicemarks and applications therefor, now owned or hereafter acquired, or any claims for damages by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual Property”); provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights to payment from the sale, licensing or disposition of all or any part of, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of January 26, 2012, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in the Rights to Payment.

Exhibit B, Page 1

EXHIBIT C

LOAN ADVANCE/PAYDOWN REQUEST FORM – DOMESTIC REVOLVING LINE

TECHNOLOGY & LIFE SCIENCES DIVISION

LOAN ANALYSIS

DEADLINE FOR SAME DAY PROCESSING IS [3:00* P.M., PACIFIC TIME]

DEADLINE FOR WIRE TRANSFERS IS [1:00 P.M., PACIFIC TIME]

To: Loan Analysis	DATE:                      TIME:
FAX (650) 846-6840

FROM: ProteinSimple or PROTEINSIMPLE LTD.
FROM:
	Authorized Signer’s Name
FROM:
	Authorized Signer’s Name
PHONE #: FROM ACCOUNT #: (please include Note number, if applicable) TO ACCOUNT #: (please include Note number, if applicable)

TELEPHONE REQUEST (For Bank Use Only):

The following person is authorized to request the loan payment transfer/loan advance on the designated account and is known to me.

Authorized Request & Phone #

Received by (Bank) & Phone #

Authorized Signature (Blank)

REQUESTED TRANSACTION TYPE	REQUESTED DOLLAR AMOUNT	For Bank Use Only
A. DOMESTIC REVOLVING LINE:		Date Rec’d:
i. PRINCIPAL INCREASE* (ADVANCE) ii. PRINCIPAL PAYMENT (ONLY) OTHER INSTRUCTIONS:	$                                              $	Time: Comp. Status:  YES  NO Status Date: Time: Approval:

All representations and warranties of Borrower stated in the First Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects as of the date of the telephone request for and advance confirmed by this Certificate; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

* IS THERE A WIRE REQUEST TIED TO THIS LOAN ADVANCE? (PLEASE CIRCLE ONE YES        NO)

If YES, the Outgoing Wire Transfer Instructions must be completed below.

OUTGOING WIRE TRANSFER INSTRUCTIONS	Fed Reference Number	Bank Transfer Number
The items marked with an asterisk (*) are required to be completed.
*Beneficiary Name
*Beneficiary Account Number
*Beneficiary Address
Currency Type	US DOLLARS ONLY
*ABA Routing Number (9 Digits)
*Receiving Institution Name
*Receiving Institution Address
*Wire Account	$

Exhibit C, Page 1

EXHIBIT D

LOAN ADVANCE/PAYDOWN REQUEST FORM – EXPORT REVOLVING LINE

TECHNOLOGY & LIFE SCIENCES DIVISION

LOAN ANALYSIS

DEADLINE FOR SAME DAY PROCESSING IS [3:00* P.M., PACIFIC TIME]

DEADLINE FOR WIRE TRANSFERS IS [1:00 P.M., PACIFIC TIME]

To: Loan Analysis	DATE:                      TIME:
FAX (650) 846-6840

FROM: ProteinSimple
FROM:
	Authorized Signer’s Name
FROM:
	Authorized Signer’s Name
PHONE #: FROM ACCOUNT #: (please include Note number, if applicable) TO ACCOUNT #: (please include Note number, if applicable)

TELEPHONE REQUEST (For Bank Use Only):

The following person is authorized to request the loan payment transfer/loan advance on the designated account and is known to me.

Authorized Request & Phone #

Received by (Bank) & Phone #

Authorized Signature (Blank)

REQUESTED TRANSACTION TYPE	REQUESTED DOLLAR AMOUNT	For Bank Use Only
A. DOMESTIC REVOLVING LINE:		Date Rec’d:
i. PRINCIPAL INCREASE* (ADVANCE) ii. PRINCIPAL PAYMENT (ONLY) OTHER INSTRUCTIONS:	$                                              $	Time: Comp. Status:  YES  NO Status Date: Time: Approval:

All representations and warranties of Borrower stated in the First Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects as of the date of the telephone request for and advance confirmed by this Certificate; provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

* IS THERE A WIRE REQUEST TIED TO THIS LOAN ADVANCE? (PLEASE CIRCLE ONE YES        NO)

If YES, the Outgoing Wire Transfer Instructions must be completed below.

OUTGOING WIRE TRANSFER INSTRUCTIONS	Fed Reference Number	Bank Transfer Number
The items marked with an asterisk (*) are required to be completed.
*Beneficiary Name
*Beneficiary Account Number
*Beneficiary Address
Currency Type	US DOLLARS ONLY
*ABA Routing Number (9 Digits)
*Receiving Institution Name
*Receiving Institution Address
*Wire Account	$

Exhibit D, Page 1

EXHIBIT “E”

DOMESTIC BORROWING BASE CERTIFICATE

Borrower: ProteinSimple and PROTEINSIMPLE LTD.

Lender: Comerica Bank

Commitment Amount: $6,500,000

DOMESTIC ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of Month Ending
2. +Billings
3. – Collections
4. Ending Accounts Receivable Balance as of Current Month Ending
DOMESTIC ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5. Account balances > 90 days from invoice date
6. Credit Balances > 90 days from invoice date	$	0
7. Balance of 25% over 90 day accounts	$	0
8. Concentration Limit of 25%
9. Governmental Accounts	$	0
10. Contra Accounts	$	0
11. Pre-billed or Advanced Billed	$	0
12. Intercompany/Employee Accounts
13. Foreign Accounts (other than Eligible Foreign Accounts)
14. Other (please explain on reverse)	$	0
15. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
16. Eligible Accounts (#4 minus #15)
17. LOAN VALUE OF ACCOUNTS (80% of #16)

The Undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Domestic Borrowing Base Certificate complies with the representations and warranties set forth in the First Amended and Restated Loan and Security Agreement by and among the undersigned and Comerica Bank.

[Signature Page Follows]

Exhibit E, Page 1

[Signature Page to Domestic Borrowing Base Certificate]

ProteinSimple
Certification by:
Signature:	Date:
PROTEINSIMPLE LTD.
Certification by:
Signature:	Date:

Exhibit E, Page 2

EXHIBIT F

EXPORT BORROWING BASE CERTIFICATE

Borrower: ProteinSimple Commitment Amount: $2,500,000 Lender: Comerica Bank

FOREIGN ACCOUNTS RECEIVABLE (owing to ProteinSimple)			$	0
1. Accounts Receivable Book Value as of Month Ending			$	0
2. + Billing	$	0
3. – Collections			$	0
4. Ending Accounts Receivable Balance as of Current Month Ending			$	0
FOREIGN ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5. Account balances > 90 days from invoice date	$	0
6. Credit Balances > 60 days from invoice due date	$	0
7. Balance of 50% over 90 day accounts	$	0
8. Concentration Limit of 25%	$	0
9. Governmental Accounts	$	0
10. Contra Accounts	$	0
11. Pre-billed or Advanced Billed	$	0
12. Retentions	$	0
13. Intra-Company Accounts	$	0
14. Other (please explain on reverse)	$	0
15. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS			$	0
16. Eligible Accounts (#4 minus #15)			$	0
17. LOAN VALUE OF ACCOUNTS (80% OF #16)			$	0
18. LOANABLE COLLATERAL AVAILABLE TO SUPPORT DISBURSEMENTS			$	0
19. LINE OF CREDIT COMMITMENT			$	2,500,000
20. LESS TOTAL FACE VALUE OF LCs	$	0
21. NET LINE OF CREDIT AVAILABLE FOR DISBURSEMENTS			$	2,500,000
TOTAL ELIGIBLE COLLATERAL (Lessor of #18 and #21)			$	0
TOTAL RESERVES FOR LETTERS OF CREDIT (from L/C Worksheet)			$	0
BEGINNING LOAN BALANCE			$	0
Less: Principal Balances Received	$	0
Add: Disbursements Requested			$	0
ENDING LOAN BALANCE			$	0
NET COLLATERAL AVAILABLE FOR DISBURSEMENTS			($	0	)

The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in the Borrowing Base Certificate complies with the representations and warranties set forth in the First Amended and Restated Loan and Security Agreement, Borrower Agreement, and Letter Agreement between the undersigned and Comerica Bank

ProteinSimple
Certification by:
Signature	Date:

Exhibit F, Page 1

EXHIBIT G

COMPLIANCE CERTIFICATE

TO:	COMERICA BANK
FROM:	PROTEINSIMPLE and PROTEINSIMPLE LTD.

The undersigned authorized officers of PROTEINSIMPLE and PROTEINSIMPLE LTD. hereby certify that in accordance with the terms and conditions of the First Amended and Restated Loan and Security Agreement by and among Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officers further certify that except as otherwise permitted these 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.

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

Reporting Covenant	Required	Complies
Monthly financial statements	Monthly within 30 days	Yes	No
Annual (CPA Audited)	FYE within 180 days	Yes	No
10K and 10Q	(as applicable)	Yes	No N/A
A/R & A/P Agings, Domestic Borrowing Base Cert.	Monthly within 20 days	Yes	No
Board Approved Budget	On or before 45th day following year end	Yes	No
Budgets, sales projections, operating plans and other financial exhibits	Upon request of Bank	Yes	No

Financial Covenant	Required 1	Actual	Complies
Minimum Adjusted Quick Ratio	to 1:00	to 1:00	Yes	No
Rolling Revenues	$	$	Yes	No

¹  See First Amended and Restated Loan and Security Agreement for required amount.

Exhibit G, Page 1

[Signature Page to Compliance Certificate]

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                    Yes    No
DATE
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                                                                          Yes
DATE

Exhibit G, Page 2

EXHIBIT H

SCHEDULE OF EXCEPTIONS

Permitted Indebtedness (Exhibit A)

None.

Permitted Investments (Exhibit A)

None.

Permitted Liens (Exhibit A)

None.

Collateral (Section 5.3)

None.

Intellectual Property (Section 5.4)

None.

Prior Names (Section 5.5)

Prior to September 12, 2003, ProteinSimple did business under the name Signal Analytics, Inc. The “Signal Analytics” name has been previously used by a company acquired by Scanalytics in Pennsylvania. Scanalytics owns the Signalanalytics.com domain name. On September 12, 2003, ProteinSimple filed a Certificate of Amendment to its Restated Certificate of Incorporation to change its name to “Cell Biosciences, Inc.” On July 14, 2011, ProteinSimple filed a Certificate of Amendment to its Restated Certificate of Incorporation to change its name to “ProteinSimple”

CONVERGENT BIOSCIENCE LTD. (predecessor entity to ProteinSimple Canada) changed its name to PROTEINSIMPLE LTD. on August 3, 2011. On or about August 16, 201, BRIGHTWELL TECHNOLOGIES INC. (predecessor entity to ProteinSimple Canada) filed Articles of Continuance in the Province of Ontario whereby BRIGHTWELL TECHNOLOGIES INC. was continued from the Canadian federal jurisdiction to the jurisdiction of the province of Ontario. On August 16, 2011 BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD. entered into an amalgamation agreement whereby BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD agreed, amongst other things, to amalgamate as one corporation. On September 1, 2011 ProteinSimple Canada filed Articles of Amalgamation with the Ontario Ministry of Government Services naming the amalgamated corporation “ PROTEINSIMPLE LTD.”

Litigation (Section 5.6)

None.

Inbound Licenses (Section 5.12)

None.

Exhibit H, Page 1

Inventory and Equipment (Section 7.10)

81 Daggett, San Jose, California 95134

Exhibit H, Page 2

EXHIBIT I

CLOSING CHECKLIST

PROTEINSIMPLE

PROTEINSIMPLE LTD.

FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

WITH COMERICA BANK

Lender:	Comerica Bank
Borrowers:	ProteinSimple, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) PROTEIN SIMPLE LTD. an Ontario corporation (successor by amalgamation to Brightwell Technologies Inc. and PROTEIN SIMPLE LTD.)
Guarantor:	Alpha Innotech Corp.
Transaction:	First Amended and Restated Loan and Security Agreement $6,500,000 Formula Based Domestic Line of Credit $1,000,000 Sublimit for Letters of Credit $500,000 Sublimit for Corporate Credit Cards $2,500,000 Formula Based Export Line of Credit $6,000,000 Term Loan
Security:	First priority security interest on all personal property of Borrower, with a negative pledge as to Borrower’s intellectual property
Closing Date:	January 26, 2012

ITEM		SOURCE	STATUS
ORGANIZATION AND DUE DILIGENCE DOCUMENTATION – PROTEINSIMPLE
1.	Evidence of Good Standing (Delaware, California)	MCPS	Ordered
2.	Updates to UCC, judgment and tax lien search results	MCPS	Received
3.	Collateral Audit	CMA	Open

Exhibit I, Page 1

ITEM		SOURCE	STATUS
4.	Evidence of Insurance – Property and General Liability Insurance, naming Bank as lender loss payee and additional insured respectively with at least 30 days notice of cancellation or reduction in policy	BOR	Open
5.	Secretary’s Certificate	MCPS	Drafted
6.	Resolutions	MCPS	Drafted
ORGANIZATION AND DUE DILIGENCE DOCUMENTATION – PROTEINSIMPLE LTD.
7.	Bylaws	BOR	Received
8.	Articles of Incorporation	MCPS	Received
9.	Certificate of Status	MCPS	Received
10.	Corporation Profile Report	MCPS	Received
11.	Officer’s Certificate	MCPS	Drafted
12.	Resolutions	MCPS	Drafted
13.	Bankruptcy and Insolvency Searches	MCPS	Received
14.	Bank Act Search	MCPS	Received
15.	PPSA Searches	MCPS	Received
16.	Collateral Audit	CMA	Open

Exhibit I, Page 2

ITEM		SOURCE	STATUS
17.	Evidence of Insurance – Property and General Liability Insurance, naming Bank as lender loss payee and additional insured respectively with at least 30 days notice of cancellation or reduction in policy	BOR	Open
ORGANIZATION AND DUE DILIGENCE DOCUMENTATION – ALPHA INNOTECH CORP.
18.	Evidence of Good Standing (Delaware, California)	MCPS	Ordered
19.	Secretary’s Certificate	MCPS	Drafted
20.	Resolutions	MCPS	Drafted
LOAN DOCUMENTATION – PRIMARY
21.	First Amended and Restated Loan and Security Agreement	MCPS	Drafted
22.	General Security Agreement – PROTEIN SIMPLE LTD.	MCPS	Drafted
23.	PPSA Financing Statement – PROTEIN SIMPLE LTD.	MCPS	Drafted
24.	PPSA Amendments	MCPS	Drafted
25.	Guaranty – Alpha Innotech Corp.	MCPS	Drafted
26.	Judicial Reference Letter – Alpha Innotech Corp.	MCPS	Drafted
LOAN DOCUMENTATION – ADDITIONAL EX-IM BANK RELATED
27.	Joint Application for Working Capital Guarantee (with current Country Limitation Schedule provided by Comerica Trade Finance Group)	BOR	Received

Exhibit I, Page 3

ITEM		SOURCE	STATUS
28.	Loan Authorization Notice	MCPS	Drafted
29.	Schedule A to Loan Authorization Notice	MCPS	Drafted
30.	Borrower Agreement	MCPS	Drafted
31.	Economic Impact Certification	MCPS	Drafted
32.	Ex-Im Waiver Letter	CMA	Received
33.	Evidence of Satisfaction of Minimum Credit Criteria and Additionality Test	CMA	Received/ Waived
34.	Submission to Borrower of Country Limitation Schedule	CMA	At Closing
35.	Submission to Ex-Im Bank of Ex-Im Bank Facility Fee, Application Fee, Joint Application, and Loan Authorization Notice	CMA	At Closing
36.	Submission to Ex-Im Bank of Notice of Loan Closing	CMA	At Closing
37.	Consistency Letter	MCPS	At Closing
MISCELLANEOUS
38.	Payment of CMA Fees	BOR	At Closing

Exhibit I, Page 4

EXHIBIT J

LIBOR/PRIME REFERENCED RATE ADDENDUM

TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This LIBOR/Prime Referenced Addendum to First Amended and Restated Loan and Security Agreement (this “Addendum”) is entered into as of January 26, 2012, by and between Comerica Bank (“Bank”), ProteinSimple, a Delaware corporation, and PROTEINSIMPLE LTD., an Ontario corporation (each a “Borrower” and collectively, “Borrowers”). This Addendum supplements the terms of the First Amended and Restated Loan and Security Agreement dated January 26, 2012 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Agreement”).

1. Definitions. As used in this Addendum, the following terms shall have the following meanings. Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement.

(a) “Advance” means a borrowing requested by a Borrower and made by Bank under the Agreement, including any refunding of an outstanding Advance as the same type of Advance or the conversion of any such outstanding Advance to another type of Advance, and shall include a LIBOR-based Advance and a Prime-based Advance.

(b) “Applicable Interest Rate” means (a) as to each Advance under the Domestic Revolving Facility or the Export Revolving Facility, the Prime Referenced Rate plus the Applicable Margin, and (b) as to each Advance under the Term Loan, the LIBOR-based Rate plus the Applicable Margin or, as otherwise determined in accordance with the terms and conditions of this Addendum.

(c) “Applicable Margin” means (a) as to each Advance under the Domestic Revolving Facility, three quarters of one percent (0.75%), (b) as to each Advance under the Export Revolving Facility, one half of one percent (0.5%), and (c) as to each Advance under the Term Loan, four fifths of one percent (.80%).

(d) “Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in San Jose, California, and, in respect of notices and determinations relating to LIBOR-based Advances, the LIBOR-based Rate, and the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks are open for business in London, England.

(e) “Change in Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable to Bank on such date, or (ii) any change in interpretation, administration or

Exhibit J, Page 1

implementation thereof of any such law, treaty, rule or regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any Governmental Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including any risk-based capital guidelines. For purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation, administration or implementation shall include, without limitation, any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, and (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or promulgated, whether before or after the date hereof, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

(f) “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:

(i) for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the outstanding principal amount of the Obligations and for a period equal to one (1) month;

divided by

(ii) 1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

(g) “Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity

Exhibit J, Page 2

exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supranational bodies such as the European Union or the European Central Bank).

(h) “LIBOR-based Advance” means an Advance which bears interest at the LIBOR-based Rate plus the Applicable Margin.

(i) “LIBOR-based Rate” means, for each Interest Period, a per annum interest rate equal to the quotient (rounded upward, if necessary, to the nearest 0.01%) of:

(a) the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for that Interest Period, commencing on the first day of that Interest Period, appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 11:00 a.m. (California time) (or soon thereafter as practical), two (2) Business Days prior to the first day of that Interest Period; provided that if such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), “LIBOR” shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank;

divided by;

(b) 1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

(j) “LIBOR Lending Office” means Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its LIBOR Lending Office by notice to Borrowers.

(k) “LIBOR Period” means, with respect to a LIBOR-based Advance, a period of one (1) month, or as otherwise determined pursuant to and in accordance with the terms of this Addendum, commencing on the day a LIBOR-based Advance is made or the day an Advance is converted to a LIBOR-based Advance or the day an outstanding LIBOR-based Advance is refunded or continued as another LIBOR-based Advance for an applicable LIBOR Period, provided that any LIBOR Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, the LIBOR Period shall end on the next preceding Business Day, and when a LIBOR Period begins on a day which has no numerically corresponding day in the calendar month during which such LIBOR Period is to end, it shall end on the last Business Day of such calendar month. In the event that any LIBOR-based Advance is at any time refunded or continued as another LIBOR-based Advance for an additional LIBOR Period, such LIBOR Period shall commence on the last day of the preceding LIBOR Period then ending.

Exhibit J, Page 3

(l) “LIBOR Rate” means, with respect to any Obligations outstanding under the Agreement bearing interest on the basis of the LIBOR-based Rate, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to the relevant LIBOR Period for such Obligations, commencing on the first day of such LIBOR Period, appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical), two (2) Business Days prior to the first day of such LIBOR Period. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the “LIBOR Rate” shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or, in the absence of such other service, the “LIBOR Rate” shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), two (2) Business Days prior to the first day of such LIBOR Period in the interbank eurodollar market in an amount comparable to the principal amount of the respective LIBOR-based Advance which is to bear interest on the basis of such LIBOR-based Rate and for a period equal to the relevant LIBOR Period.

(m) “Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

(n) “Prime-based Advance” means an Advance which bears interest at the Prime Referenced Rate plus the Applicable Margin.

(o) “Prime Referenced Rate” means, for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day, but in no event and at no time shall the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half percent (2.50%) per annum. If, at any time, Bank determines that it is unable to determine or ascertain the Daily Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the Prime Rate in effect at such time, but not less than two and one-half percent (2.50%) per annum.

(p) “Request for Advance” means a Request for Advance issued by Borrower in the form of Exhibit “A” attached hereto and incorporated herein by this reference.

2. Interest Rates. Subject to the terms and conditions of this Addendum, the Obligations under the Agreement shall bear interest at the LIBOR-based Rate plus the Applicable Margin or the Prime Referenced Rate plus the Applicable Margin, as determined under this Addendum.

3. Payment of Interest on Advances. Accrued and unpaid interest on the unpaid balance of each outstanding Advance shall be payable monthly, in arrears, on the first Business Day of each month, until maturity (whether as stated herein, by acceleration, or otherwise). Subject to the definition of “LIBOR Period” hereunder, in the event that any payment under this Addendum becomes due and payable on any day which is not a Business Day, the due date thereof shall be

Exhibit J, Page 4

extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth in this Addendum. Interest accruing on the basis of the Prime Referenced Rate shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the Prime Referenced Rate on the date of each such change. Interest accruing on the basis of the LIBOR-based Rate shall be computed on the basis of a 360 day year and shall be assessed for the actual number of days elapsed from the first day of the LIBOR Period applicable thereto but not including the last day thereof.

4. Bank’s Records. The amount and date of each Advance under the Agreement, its Applicable Interest Rate, its LIBOR Period, if applicable, and the amount and date of any repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank under or pursuant to this Addendum and the Agreement, when due in accordance with the terms hereof. For any Advance under the Agreement bearing interest on the basis of the LIBOR-based Rate, if Bank shall designate a LIBOR Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining and carrying such Advance on the books of such LIBOR Lending Office.

5. Selection/Conversion of Interest Rate Options. Borrower may request an Advance hereunder, including the refunding of an outstanding Advance as the same type of Advance, upon the delivery to Bank of a Request for Advance executed by Borrower, subject to the following: (a) no Event of Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default, shall have occurred and be continuing or exist under the Agreement; (b) each such Request for Advance shall set forth the information required on the Request for Advance form attached hereto as Exhibit “A”; (c) each such Request for Advance shall be delivered to Bank by 10:00 a.m. (California time) on the proposed date of the requested Advance; (d) the principal amount of each LIBOR-based Advance shall be at least Two Hundred Fifty Thousand Dollars ($250,000.00) (or such lesser amount as is acceptable to Bank in its sole discretion); (e) the proposed date of any refunding of any outstanding LIBOR-based Advance as another LIBOR-based Advance shall only be on the last day of the LIBOR Period applicable to such outstanding LIBOR-based Advance; and (f) a Request for Advance, once delivered to Bank, shall not be revocable by Borrower.

(a) Advances hereunder may be requested in Borrower’s discretion by telephonic notice to Bank. Any Advance requested by telephonic notice shall be confirmed by Borrower that same day by submission to Bank, either by first class mail, facsimile or other means of delivery acceptable to Bank, of the written Request for Advance aforementioned. Borrower acknowledges that if Bank makes an Advance based on a telephonic request, it shall be for Borrower’s convenience and all risks involved in the use of such procedure shall be borne by Borrower, and Borrower expressly agrees to indemnify and hold Bank harmless therefor. Bank shall have no duty to confirm the authority of anyone requesting an Advance by telephone. Any failure of Borrower to deliver a written Request for Advance to Bank in confirmation of any Advance made by Bank to Borrower on the basis of any such telephonic request in accordance with this Section shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank

Exhibit J, Page 5

under or pursuant to this Addendum and the Agreement with respect to any such Advance made on Borrower’s telephonic request when due in accordance with the terms hereof, and the amount and date of each such Advance, its Applicable Interest Rate, its LIBOR Period, if applicable, and the amount and date of any repayment due thereunder shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrower of its obligations to repay Bank all amounts payable by Borrower to Bank under or pursuant to this Addendum and the Agreement with respect to any such Advance, when due in accordance with the terms hereof.

(b) If, as to any outstanding LIBOR-based Advance, Bank shall not receive a timely Request for Advance, or telephonic notice, in accordance with the foregoing requesting the refunding or continuation of such Advance as another LIBOR-based Advance for a specified LIBOR Period or the conversion of such Advance to a Prime-based Advance, effective as of the last day of the LIBOR Period applicable to such outstanding LIBOR-based Advance, and as of the last day of each succeeding LIBOR Period, the principal amount of such Advance which is not then repaid shall be automatically refunded or continued as a LIBOR-based Advance having a LIBOR Period equal to the same period of time as the LIBOR Period then ending for such outstanding LIBOR-based Advance, unless Borrower is/are not entitled to request LIBOR-based Advances hereunder or otherwise elect the LIBOR-based Rate as the basis for the Applicable Interest Rate for the principal Obligations outstanding hereunder in accordance with the terms of this Addendum, or the LIBOR-based Rate is not otherwise available to Borrower as the basis for the Applicable Interest Rate hereunder for the principal Obligations outstanding hereunder in accordance with the terms of this Addendum, in which case, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate hereunder in respect of such Obligations for such period, subject in all respects to the terms and conditions of the Agreement. The foregoing shall not in any way whatsoever limit or otherwise affect any of Bank’s rights or remedies under the Agreement upon the occurrence of any Event of Default thereunder, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default.

6. Default Interest Rate. From and after the occurrence of any Event of Default, and so long as any such Event of Default remains unremedied or uncured thereafter, the Obligations outstanding under the Agreement shall bear interest at a per annum rate of five percent (5%) above the otherwise Applicable Interest Rate(s), which interest shall be payable upon demand. In addition to the foregoing, a late payment charge equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Event of Default under the Agreement. In no event shall the interest payable under this Addendum and the Agreement at any time exceed the maximum rate permitted by law.

7. Prepayment. If Borrower make(s) any payment of principal with respect to any LIBOR-based Advance on any day other than the last day of the LIBOR Period applicable thereto (whether voluntarily, by acceleration, required payment or otherwise), or if Borrower fail(s) to borrow any LIBOR-based Advance after notice has been given by Borrower (or any of them) to Bank in accordance with the terms of this Addendum requesting such Advance, or if Borrower fail(s) to

Exhibit J, Page 6

make any payment of principal or interest in respect of a LIBOR-based Advance when due, Borrower shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties, whether or not Bank shall have funded or committed to fund such Advance. Such amount payable by Borrower to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant LIBOR Period, at the applicable rate of interest for said Advance(s) provided under this Addendum, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant LIBOR-based Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance and having a maturity comparable to the relevant LIBOR Period; provided, however, that Bank may fund any LIBOR-based Advance in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrower, Bank shall deliver to Borrower a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error. Borrower may prepay all or part of the outstanding balance of any Prime-based Advance under this Addendum or any Obligations which is bearing interest based upon the Prime Referenced Rate at any such time without premium or penalty. Any prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. Borrower hereby acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make demand for payment of all or any part of the Obligations under the Agreement which are due on a demand basis in accordance with the terms of the Agreement (if any), whether such Obligations is bearing interest based upon the LIBOR-based Rate or the Prime Referenced Rate at such time.

BY INITIALING BELOW, BORROWER ACKNOWLEDGE(S) AND AGREE(S) THAT: (A) THERE IS NO RIGHT TO PREPAY ANY LIBOR-BASED RATE ADVANCE, IN WHOLE OR IN PART, WITHOUT PAYING THE PREPAYMENT AMOUNT SET FORTH HEREIN (“PREPAYMENT AMOUNT”), EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW; (B) BORROWER SHALL BE LIABLE FOR PAYMENT OF THE PREPAYMENT AMOUNT IF BANK EXERCISES ITS RIGHT TO ACCELERATE PAYMENT OF ANY LIBOR-BASED RATE ADVANCE AS PART OR ALL OF THE OBLIGATIONS OWING UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ACCELERATION UNDER A DUE-ON-SALE PROVISION; (C) BORROWER WAIVES ANY RIGHTS UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE OR ANY SUCCESSOR STATUTE; AND (D) BANK HAS MADE EACH LIBOR-BASED RATE ADVANCE PURSUANT TO THE AGREEMENT IN RELIANCE ON THESE AGREEMENTS.

JN

BORROWER’S INITIALS

Exhibit J, Page 7

8. Regulatory Developments or Other Circumstances Relating to the LIBOR-based Rate.

(a) If, at any time, Bank determines that, (a) Bank is unable to determine or ascertain the LIBOR-based Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank for any applicable Advance or LIBOR Period, or (c) the LIBOR-based Rate plus the Applicable Margin will not accurately or fairly cover or reflect the cost to Bank of maintaining any of the Obligations under this Addendum based upon the LIBOR-based Rate, then Bank shall forthwith give notice thereof to Borrower. Thereafter, until Bank notifies Borrower that such conditions or circumstances no longer exist, the right of Borrower to request a LIBOR-based Advance and to convert an Advance to or refund an Advance as a LIBOR-based Advance shall be suspended, and the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate for all Obligations during such period of time.

(b) If any Change in Law shall make it unlawful or impossible for Bank (or its LIBOR Lending Office) to make or maintain any Advance with interest based upon the LIBOR-based Rate, Bank shall forthwith give notice thereof to Borrower. Thereafter, (a) until Bank notifies Borrower that such conditions or circumstances no longer exist, the right of Borrower to request a LIBOR-based Advance and to convert an Advance to or refund an Advance as a LIBOR-based Advance shall be suspended, and thereafter, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate for all Obligations, and (b) if Bank may not lawfully continue to maintain an outstanding LIBOR-based Advance to the end of the then current LIBOR Period applicable thereto, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate for the remainder of such LIBOR Period with respect to such outstanding Advance.

(c) If any Change in Law shall: (a) subject Bank (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Addendum or any Obligations under the Agreement, or shall change the basis of taxation of payments to Bank (or its LIBOR Lending Office) of the principal of or interest under this Addendum or any other amounts due under this Addendum in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its LIBOR Lending Office imposed by the jurisdiction in which Bank’s principal executive office or LIBOR Lending Office is located); or (b) impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank (or its LIBOR Lending Office), or shall impose on Bank (or its LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Addendum or the Obligations; and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Obligations or to reduce the amount of any sum received or receivable by Bank under this Addendum by an amount deemed by Bank to be material, then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error.

Exhibit J, Page 8

(d) In the event that any Change in Law affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder or the maintaining of any Obligations, and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such obligations or the maintaining of such Obligations to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy), then Borrower shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations of Bank hereunder or to maintaining any Obligations. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrower, shall be conclusive and binding for all purposes absent manifest error.

9. Legal Effect. Except as specifically modified hereby, all of the terms and conditions of the Agreement remain in full force and effect.

10. Conflicts. As to the matters specifically the subject of this Addendum, in the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall control.

Exhibit J, Page 9

IN WITNESS WHEREOF, the parties have agreed to the foregoing as of the date first set forth above.

Comerica Bank		ProteinSimple
By:	/s/ Kim Crosslin	By:	/s/ Jason Novi
Its:	V.P	Its:	CFO
		PROTEINSIMPLE LTD.
		By:	/s/ Jason Novi
		Its:	CFO

Exhibit J, Page 10

EXHIBIT A

REQUEST FOR ADVANCE

Borrower hereby requests COMERICA BANK (“Bank”) to make a                                                               [LIBOR-based Rate] Advance to Borrower on                     , in the amount of six million Dollars ($6,000,000) under the First Amended and Restated Loan and Security Agreement dated January 26, 2012, entered into between ProteinSimple, PROTEINSIMPLE LTD. and Bank (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Agreement”). Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement. The LIBOR Period for the requested Advance, if applicable, shall be 30 days. In the event that any part of the Advance requested hereby constitutes the refunding or conversion of an outstanding Advance, the amount to be refunded or converted is n/a Dollars ($        ), and the last day of the LIBOR Period for the amounts being converted or refunded hereunder, if applicable, is n/a.

Borrower represents, warrants and certifies that no Event of Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default, has occurred and is continuing under the Agreement, and none will exist upon the making of the Advance requested hereunder. Borrower further certifies that upon advancing the sum requested hereunder, the aggregate principal amount outstanding under the Agreement will not exceed the face amount thereof. If the amount advanced to Borrower under the Agreement shall at any time exceed the face amount thereof, Borrower will immediately pay such excess amount, without any necessity of notice or demand.

Borrower hereby authorizes Bank to disburse the proceeds of the Advance being requested by this Request for Advance by crediting the account of Borrower with Bank separately designated by Borrower or as Borrower may otherwise direct, unless this Request for Advance is being submitted for a conversion or refunding of all or any part of any outstanding Advance(s), in which case, such proceeds shall be deemed to be utilized, to the extent necessary, to refund or convert that portion stated above of the existing outstandings under such Advance(s).

Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Agreement.

Dated this 26th day of January.
[Borrower]
By:	/s/ Jason Novi
Name:	Jason Novi
Its:	CFO

Exhibit J, Page 11

EX-10

EXHIBIT 10.20

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into by and between PROTEINSIMPLE, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) (“ProteinSimple”), PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada” and together with ProteinSimple, collectively, the “Borrower”) and COMERICA BANK (“Bank”) as of this 31^st day of May, 2012.

RECITALS

This Amendment is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and accurate:

Bank and Borrower previously entered into a First Amended and Restated Loan and Security Agreement dated January 26, 2012 (the “Agreement”).

Bank and Borrower previously entered into a Libor/Prime Referenced Rate Addendum to First Amended And Restated Loan And Security Agreement dated January 26, 2012 (the “Addendum”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

AGREEMENT

1. Incorporation by Reference. The Recitals and the documents referred to in the Agreement are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement.

2. Amendment to the Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the Agreement is hereby modified as follows:

(a) The following Section 6.2(i) is hereby added to the Agreement immediately following Section 6.2(h):

“(i) Within thirty (30) days of each month end, an Inventory trend report in form and content satisfactory to the Bank, for each of the months ending April 30, 2012 through September 30, 2012.

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

“6.6 Primary Depository. Borrowers shall maintain all of their respective domestic depository and operating accounts with Bank and their primary investment accounts with Bank or Bank’s Affiliates. Borrowers shall maintain unrestricted Cash on deposit with the Bank (a) in an amount not less than $2,000,000 from May 29, 2012 through September 29, 2012, and (b) in an amount not less than $3,000,000 commencing September 30, 2012 and at all times thereafter.”

(c) Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Adjusted Quick Ratio. A ratio of (i) Borrowers’ unrestricted Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of (A) as of April 30, 2012, May 31, 2012, July 31, 2012 and August 31, 2012, at least 0.50 to 1.00, (B) as of June 30, 2012, at least 0.65 to 1.00, (C) as of September 30, 2012 and as of the end of each fiscal quarter there after, at least 0.70 to 1.00, and (D) as of October 31, 2012 and as of the end of each month thereafter that is not the end of a fiscal quarter, at least 0.55 to 1.00.”

(d) The following Section 6.7(c) is hereby added to the Agreement immediately following Section 6.7(b)

“(c) Leverage Ratio. (i) A ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the months ending June 30, 2012 and September 30, 2012; and (ii) a ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, plus $1,000,000 to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the months ending May 31, 2012, July 31, 2012, and August 31, 2012.”

(e) The definition of “Eligible Foreign Accounts” in Exhibit A to the Agreement is hereby amended and restated in its entirety as follows:

“ ‘Eligible Foreign Accounts’ means Accounts with respect to which the account debtor does not have its principal place of business in the United States or Canada (“Foreign Accounts”) and that are (i) supported by foreign credit insurance acceptable to the Bank or one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, or (ii) approved by Bank on a case-by-case basis. Bank hereby agrees that up to $1,250,000 of Foreign Accounts of ProteinSimple Canada shall be deemed Eligible Foreign Accounts, provided that such Foreign Accounts are originated from (a) publicly traded account debtors that have demonstrated financial results and have a financial position acceptable to the Bank, or (b) privately held account debtors that are acceptable to the Bank and will be approved by the Bank on a case-by-case basis. All Eligible Foreign Accounts must be calculated in U.S. Dollars.”

3. Amendment to the Addendum. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the Addendum is hereby modified as follows:

(a) The definition of “Applicable Margin” in Section 1 (c) of the Addendum is amended and restated in its entirety as follows:

“(c) ‘Applicable Margin’ means (a) as to each Advance under the Domestic Revolving Facility, one and one quarter percent (1.25%), (b) as to each Advance under the Export Revolving Facility, one percent (1.00%), and (c) as to each Advance under the

2

Term Loan, one and three tenths percent (1.30%), provided, however, at the time the Bank receives the Borrower’s September 30, 2012 financial statements, so long as such financial statements are acceptable to the Bank, such financial statements reflect evidence that all of the financial covenants in Section 6.7 of the Agreement have been complied with, and no Event of Default has occurred or is continuing, the Applicable Margin as to Advances under the Domestic Revolving Facility, Export Revolving Facility, and Term Loan shall automatically reduce to (x) three quarters of one percent (0.75%), (y) one half of one percent (0.5%) and (z) four fifths of one percent (.80%), respectively.”

4. Legal Effect. The effectiveness of this Amendment is conditioned upon (i) receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including, but not limited to those set forth on any closing checklist, (ii) receipt of a $10,000 amendment fee which shall be due and payable on the date of this Amendment and shall be deemed fully earned when paid, and (iii) receipt by Bank of the Expenses set forth in Section 5 of this Amendment. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.

5. Recertification of Authority. Borrower hereby represents and warrants that the Certificate of Incorporation, Bylaws and Resolutions most recently delivered to Bank (a) remain in full force and effect, (b) have not been revised, rescinded or repealed in any material respect and (c) may continue to be relied upon by Bank until written notice to the contrary is received by Bank.

6. Expense. Borrower shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment, including all legal fees and expenses.

7. Integration. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereto must be in writing and signed by the parties.

[End of Amendment – Signature Page Follows]

3

IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above.

PROTEINSIMPLE
By:	/s/ Jason Novi
Title:	CFO
PROTEINSIMPLE LTD.
By:	/s/ Jason Novi
Title:	CFO
COMERICA BANK
By:	/s/ Kim Crosslin
	Kim Crosslin
Title:	Vice President

4

REAFFIRMATION OF GUARANTY

The undersigned made this Reaffirmation of Guaranty in favor of COMERICA BANK, a Texas banking association (“Bank”), and acknowledge as follows:

1. The undersigned is obligated to Bank under its Unconditional Guaranty dated January 26, 2012, (the “Guaranty”) with respect to indebtedness of ProteinSimple, a Delaware corporation (“Borrower”), to Bank.

2. Borrower has or will execute a First Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”), which amends that certain First Amended and Restated Loan and Security Agreement dated as of January 26, 2012 (as amended, the “Agreement”).

3. The undersigned consents to the Amendment and ratifies and confirms its obligations under its Guaranty and agrees that its Guaranty shall remain in full force and effect with respect to the indebtedness evidenced by the Agreement, as amended by the Amendment.

Execution of this Reaffirmation of Guaranty does not amend or modify any of the terms and conditions of any Guaranty, and Bank may continue to rely on each Guaranty without qualification.

[Signature Pages to Follow]

[Signature Page to Reaffirmation of Guaranty]

This Reaffirmation of Guaranty is dated May     , 2012.

WITNESS:	GUARANTORS:
	Alpha Innotech Corp.
/s/ Kim Crosslin		By:	/s/ Jason Novi
Signature of:
V.P.	Its:	CFO

EX-10

EXHIBIT 10.21

	SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Second Amendment to First Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into by and between PROTEINSIMPLE, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) (“ProteinSimple”), PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada” and together with ProteinSimple, collectively, the “Borrower”) and COMERICA BANK (“Bank”) as of this 7 day of November, 2012.

RECITALS

This Amendment is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and accurate:

Bank and Borrower previously entered into a First Amended and Restated Loan and Security Agreement dated January 26, 2012 (the “Agreement”).

Bank and Borrower previously entered into a Libor/Prime Referenced Rate Addendum to First Amended and Restated Loan and Security Agreement dated January 26, 2012 (the “Addendum”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

AGREEMENT

1. Incorporation by Reference. The Recitals and the documents referred to in the Agreement are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement.

2. Amendment to the Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 5 hereof, the Agreement is hereby modified as follows:

(a) The following Section 6.2(i) is hereby amended and restated in its entirety as follows:

“(i) Within thirty (30) days of each month end, an Inventory trend report in form and content satisfactory to the Bank, for each of the months ending April 30, 2012 through December 31, 2012.

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

“6.6 Primary Depository. Borrowers shall maintain all of their respective domestic depository and operating accounts with Bank and their primary investment accounts with Bank or Bank’s Affiliates. Borrowers shall maintain unrestricted Cash on deposit with the Bank (a) in an amount not less than $2,000,000 from May 29, 2012 through September 29, 2012, (b) in an amount not less than $3,000,000 from September 30, 2012 through October 30, 2012, (c) in an amount not less than $2,000,000 from October 31, 2012 through December 30, 2012, and (d) in an amount not less than $3,000,000 commencing December 31, 2012 and at all times thereafter.”

(c) Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Adjusted Quick Ratio. A ratio of (i) Borrowers’ unrestricted Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of (A) as of April 30, 2012, May 31, 2012, July 31, 2012, August 31, 2012, October 31, 2012 and November 30, 2012, at least 0.50 to 1.00, (B) as of June 30, 2012, at least 0.65 to 1.00, (C) as of September 30, 2012 and as of the end of each fiscal quarter thereafter, at least 0.70 to 1.00, and (D) as of January 31, 2013, and as of the end of each month thereafter that is not the end of a fiscal quarter, at least 0.55 to 1.00.”

(d) Section 6.7(b) of the Agreement is hereby amended so that the Rolling Revenues for the 3 month period ending November 30, 2012 shall be not less than $9,100,000. All other provisions of Section 6.7(b) shall remain as currently stated.

(e) The following Section 6.7(c) is hereby amended and restated in its entirety as follows:

“(c) Leverage Ratio. (i) A ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the months ending June 30, 2012, September 30, 2012, and December 31, 2012; and (ii) a ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, plus $1,000,000 to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the months ending May 31, 2012, July 31, 2012, August 31, 2012, October 31, 2012 and November 30, 2012.”

3. Exhibit G to the Loan Agreement is amended and Restated with Exhibit G hereto.

4. Amendment to the Addendum. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the Addendum is hereby modified as follows:

(a) The definition of “Applicable Margin” in Section 1 (c) of the Addendum is amended and restated in its entirety as follows:

“(c) ‘Applicable Margin’ means (a) as to each Advance under the Domestic Revolving Facility, one and one quarter percent (1.25%), (b) as to each Advance under the Export Revolving Facility, one percent (1.00%), and (c) as to each Advance under the Term Loan, one and three tenths percent (1.30%), provided, however, at the time the Bank receives the Borrower’s December 31, 2012 financial statements, so long as such financial statements are acceptable to the Bank, such financial statements reflect evidence that all of the financial covenants in Section 6.7 of the Agreement have been complied with, and no Event of Default has occurred or is continuing, the Applicable Margin as to Advances under the Domestic Revolving Facility, Export Revolving Facility, and Term Loan shall automatically reduce to (x) three quarters of one percent (0.75%), (y) one half of one percent (0.5%) and (z) four fifths of one percent (.80%), respectively.”

2

5. Legal Effect. The effectiveness of this Amendment is conditioned upon (i) receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including, but not limited to those set forth on any closing checklist, (ii) receipt of a $5,000 amendment fee which shall be due and payable on the date of this Amendment and shall be deemed fully earned when paid, and (iii) receipt by Bank of the Expenses set forth in Section 5 of this Amendment. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.

6. Recertification of Authority. Borrower hereby represents and warrants that the Certificate of Incorporation, Bylaws and Resolutions most recently delivered to Bank (a) remain in full force and effect, (b) have not been revised, rescinded or repealed in any material respect and (c) may continue to be relied upon by Bank until written notice to the contrary is received by Bank.

7. Expense. Borrower shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment, including all legal fees and expenses.

8. Integration. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereto must be in writing and signed by the parties.

[End of Amendment – Signature Page Follows]

3

IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above.

PROTEINSIMPLE
By:	/s/ Jason Novi
Title:	Jason Novi, Chief Financial Officer
PROTEINSIMPLE LTD.
By:	/s/ Jason Novi
Title:	Jason Novi, Chief Financial Officer
COMERICA BANK
By:	/s/ Kim Crosslin
	Kim Crosslin
Title:	Vice President

4

EXHIBIT G

COMPLIANCE CERTIFICATE

TO:	COMERICA BANK
FROM:	PROTEINSIMPLE and PROTEINSIMPLE LTD.

The undersigned authorized officers of PROTEINSIMPLE and PROTEINSIMPLE LTD. hereby certify that in accordance with the terms and conditions of the First Amended and Restated Loan and Security Agreement by and among Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending                     with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officers further certify that except as otherwise permitted these 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.

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

Reporting Covenant	Required	Complies
Monthly financial statements	Monthly within 30 days	Yes	No
Annual (CPA Audited)	FYE within 180 days	Yes	No
10K and 10Q	(as applicable)	Yes	No N/A
A/R & A/P Agings, Domestic Borrowing Base Cert.	Monthly within 20 days	Yes	No
Board Approved Budget	On or before 45th day following year end	Yes	No
Budgets, sales projections, operating plans and other financial exhibits	Upon request of Bank	Yes	No

Financial Covenant	Required 1	Actual	Complies
Minimum Adjusted Quick Ratio	to 1:00	to 1:00	Yes	No
Rolling Revenues	$	$	Yes	No
Leverage Ratio	to 1:00	to 1:00	Yes	No

¹  See First Amended and Restated Loan and Security Agreement for required amount.

5

[Signature Page to Compliance Certificate]

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                    Yes    No
DATE
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                                                                          Yes
DATE

6

EX-10

EXHIBIT 10.22

	THIRD AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Third Amendment to First Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into by and between PROTEINSIMPLE, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) (“ProteinSimple”), PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada” and together with ProteinSimple, collectively, the “Borrower”) and COMERICA BANK (“Bank”) as of this 19^th day of February, 2013.

RECITALS

This Amendment is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and accurate:

Bank and Borrower previously entered into a First Amended and Restated Loan and Security Agreement dated January 26, 2012, as amended from time to time (the “Agreement”).

Bank and Borrower previously entered into a Libor/Prime Referenced Rate Addendum to First Amended and Restated Loan and Security Agreement dated January 26, 2012, as amended from time to time (the “Addendum”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

AGREEMENT

1. Incorporation by Reference. The Recitals and the documents referred to in the Agreement are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement.

2. Amendment to the Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 5 hereof, the Agreement is hereby modified as follows:

(a) Section 2.1(d) of the Agreement is hereby amended and restated in its entirety as follows:

“(d) Term Loan.

(i) Advance. Subject to the terms and conditions of this Agreement, Bank agrees to make a term loan to Borrowers in a principal amount up to but not exceeding Six Million Dollars ($6,000,000), the proceeds of which shall be made available in full on February 19, 2013 to repay the amounts outstanding under the existing Term Loan (the original principal amount of which was Six Million Dollars ($6,000,000), and booked as loan # 117), with the balance for Borrowers’ working capital purposes.

(ii) Interest on the Term Loan shall accrue from the date it is advanced and be payable in accordance with Section 2.3. The principal of the

Term Loan shall be payable in thirty one (31) equal monthly installments of principal, each in the amount of $193,548.39, so as to fully amortize the Term Loan in thirty one (31) months, beginning on January 1, 2014 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan made under this Section 2.1(d) shall be immediately due and payable. The Term Loan, once repaid, may not be reborrowed.”

(b) Sections 2.5(c) – 2.5(e) of the Agreement are hereby amended and restated in their entirety as follows:

“(c) a Term Loan facility fee of $113,335, due and payable on the earlier of July 1, 2015 or acceleration of the Indebtedness as provided hereunder;

(d) a separate Term Loan facility fee of $113,335, due and payable on the earlier of the Term Loan Maturity Date or acceleration of the Indebtedness as provided hereunder;

(e) an annual facility fee with respect to the Export Revolving Line, which is due and payable on March 1, 2012 in the amount of $8,750, on March 1, 2013 in the amount of $10,000, and on March 1, 2014 in the amount of $10,000; and

(f) all Bank Expenses, as and when they become due.”

(c) The first paragraph of Section 6.2(h) of the Agreement is hereby amended and restated in its entirety as follows:

“(h) Bank shall have a right from time to time hereafter to audit (a) Borrowers’ Accounts (as defined in the GSA and in this Agreement, as applicable) at Borrowers’ expense, provided that such audits will be conducted no more often than every 6 months as to ProteinSimple’s accounts, and no more often than annually as to ProteinSimple Canada’s accounts, unless an Event of Default has occurred and is continuing, and (b) Borrowers’ inventory, at Borrowers’ expenses, provided that such audits will be conducted no more often than annually, unless an Event of Default has occurred and is continuing; provided further that such audits shall be conducted during Borrowers’ normal business hours.”

(d) Section 6.2(i) of the Agreement is hereby amended and restated in its entirety as follows:

“(i) Within twenty (20) days of each month end, an Inventory trend report in form consistent with past practice.

(e) Section 6.6 of the Agreement is hereby amended and restated in its entirety as follows:

“6.6 Primary Depository. Borrowers shall maintain all of their respective domestic depository and operating accounts with Bank and their primary investment accounts with Bank or Bank’s Affiliates. Borrowers shall maintain Cash on deposit with the Bank (a) in an amount not less than $3,500,000 during the first month of every fiscal quarter, and (b) in an amount not less than $2,500,000 at all times during the last two months of every fiscal quarter.”

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(f) Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Adjusted Quick Ratio. A ratio of (i) Borrowers’ Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of (A) as of February 28, 2013, and as of the end of each month thereafter that is not the end of a fiscal quarter, at least 0.55 to 1.00, (B) as of March 31, 2013, June 30, 2013, and September 30, 2013, at least 0.65 to 1.00, and (C) as of December 31, 2013 and as of the end of each fiscal quarter thereafter, at least 0.70 to 1.00.”

(g) Section 6.7(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) Rolling Revenues. Commencing January 31, 2013, Rolling Revenues for the 3 month period most recently ended shall be not less than, as of the dates set forth below, the corresponding minimum amount, provided that for June 30, 2013, September 30, 2013 and December 31, 2013, Borrower shall be in satisfaction of this covenant if it has attained the cumulative year to date Rolling Revenue amount specified below. Thereafter, Rolling Revenues, and the cumulative year to date Rolling Revenue amount, shall be not less than levels to be reset by January 31st of each year by Bank based on the projections that have been approved by each Borrower’s Board of Directors and by Bank.

January 31, 2013 -	$11,625,000
February 28, 2013 -	$10,250,000
March 31, 2013 -	$8,120,000
April 30, 2013 -	$8,750,000
May 31, 2013 -	$9,245,000
June 30, 2013 -	$9,975,000 ($18,095,000 cumulative year to date)
July 31, 2013 -	$9,650,000
August 31, 2013 -	$9,625,000
September 30, 2013 -	$9,850,000 ($27,945,000 cumulative year to date)
October 31, 2013 -	$11,175,000
November 30, 2013 -	$12,325,000
December 31, 2013 -	$12,375,000 ($40,320,000 cumulative year to date)

(h) The following Section 6.7(c) is hereby amended and restated in its entirety as follows:

“(c) Leverage Ratio. (i) A ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the end of each March, June, September, and December of each year; and (ii) a ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 38% of Borrower’s gross Inventory, plus $1,000,000 to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the end of each January, February, April, May, July, August, October, and November of each year.”

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(i) The definition of “Domestic Borrowing Base” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Domestic Borrowing Base’ means an amount equal to the sum of (a) 80% of Eligible Domestic Accounts less Priority Payables, as determined by Bank with reference to the most recent Domestic Borrowing Base Certificate delivered by Borrowers, and (b) Two Million Dollars ($2,000,000). Bank shall convert the amount of any Eligible Domestic Account outstanding in Canadian Dollars to the Equivalent Amount in U.S. Dollars for the purpose of calculating the Domestic Borrowing Base.”

(j) The definition of “Domestic Revolving Line” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Domestic Revolving Line’ means a Credit Extension to Borrowers of up to $7,000,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit and the Credit Card Services Sublimit).”

(k) The definition of “Export Revolving Line” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Export Revolving Line’ means the $2,000,000 line of credit from Bank to ProteinSimple guaranteed by the Ex-Im Bank of the United States.”

(l) Subsection (d) of the definition of “Permitted Indebtedness” in Exhibit A to the Agreement is hereby amended and restated as follows:

“(d) Subordinated Debt, in an amount not to exceed $5,000,000, from a lender acceptable to the Bank in its sole discretion;”

(m) The definition of “Revolving Maturity Date” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Revolving Maturity Date’ means March 1, 2015.”

(n) The definition of “Term Loan Maturity Date” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Term Loan Maturity Date’ means July 1, 2016.”

(o) The reference to “$6,500,000” in Exhibit E to the Agreement is hereby replaced with “$7,000,000”.

(p) The references to “$2,500,000” in Exhibit F to the Agreement is hereby replaced with “$2,000,000”.

(q) Exhibit E to the Loan Agreement is amended and Restated with Exhibit E hereto.

(r) Exhibit G to the Loan Agreement is amended and Restated with Exhibit G hereto.

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3. Amendment to the Addendum. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the Addendum is hereby modified as follows:

(a) The definition of “Applicable Margin” in Section 1 (c) of the Addendum is amended and restated in its entirety as follows:

“(c) ‘Applicable Margin’ means (a) as to each Advance under the Domestic Revolving Facility, one percent (1.00%), (b) as to each Advance under the Export Revolving Facility, one half of one percent (0.50%), and (c) as to each Advance under the Term Loan, one and three tenths percent (1.30%).”

4. Consent. Notwithstanding anything to the contrary in Section 7.7 or 7.8 of the Agreement, the Bank hereby consents to the extension of credit by the Borrowers to their respective shareholders, in an aggregate amount not to exceed $2,000,000, in order to finance the exercise of stock options of the Borrowers, provided that such credit shall be due and payable upon the earlier of a Liquidation Event or five (5) years from the date of the extension of such credit. “Liquidation Event” shall mean a Change in Control or issuance of the shares of any of the Borrowers in an initial public offering.

5. Legal Effect. The effectiveness of this Amendment is conditioned upon (i) receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including, but not limited to those set forth on any closing checklist, (ii) receipt of a $25,000 restructuring fee which shall be due and payable on the date of this Amendment and shall be deemed fully earned when paid, and (iii) receipt by Bank of the Expenses set forth in Section 5 of this Amendment. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.

6. Recertification of Authority. Each Borrower hereby represents and warrants that the Certificate of Incorporation, Bylaws (or other equivalent organizational documents, in the case of ProteinSimple Canada) and Resolutions most recently delivered to Bank (a) remain in full force and effect, (b) have not been revised, rescinded or repealed in any material respect and (c) may continue to be relied upon by Bank until written notice to the contrary is received by Bank.

7. Expense. Borrower shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment, including all legal fees and expenses.

8. Integration. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereto must be in writing and signed by the parties.

[End of Amendment – Signature Page Follows]

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IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above.

PROTEINSIMPLE
By:	/s/ Jason Novi
Title:	CFO
PROTEINSIMPLE LTD.
By:	/s/ Jason Novi
Title:	CFO
COMERICA BANK
By:	/s/ Kim Crosslin
	Kim Crosslin
Title:	Vice President

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EXHIBIT “E”

DOMESTIC BORROWING BASE CERTIFICATE

Borrower: PROTEINSIMPLE and PROTEINSIMPLE LTD.

Lender: Comerica Bank

Commitment Amount: $7,000,000

DOMESTIC ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of Month Ending
2. +Billings
3. – Collections
4. Ending Accounts Receivable Balance as of Current Month Ending
DOMESTIC ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5. Account balances > 90 days from invoice date
6. Credit Balances > 90 days from invoice date	$	0
7. Balance of 25% over 90 day accounts	$	0
8. Concentration Limit of 25%
9. Governmental Accounts	$	0
10. Contra Accounts	$	0
11. Pre-billed or Advanced Billed	$	0
12. Intercompany/Employee Accounts
13. Foreign Accounts (other than Eligible Foreign Accounts)
14. Other (please explain on reverse)	$	0
15. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
16. Eligible Accounts (#4 minus #15)
17. LOAN VALUE OF ACCOUNTS (80% of #16)
18. Overformula Amount	$	2,000,000
19. Total Available under the Domestic Revolving Line (#17 + #18)	$
20. Principal Balance of Domestic Revolving Line	$
21. Amount remaining to be advanced (or, if negative, repaid) (#19 - #20)	$
The Undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Domestic Borrowing Base Certificate complies with the representations and warranties set forth in the First Amended and Restated Loan and Security Agreement by and among the undersigned and Comerica Bank.

[Signature Page Follows]

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[Signature Page to Domestic Borrowing Base Certificate]

PROTEINSIMPLE
Certification by:
Signature:	Date:
PROTEINSIMPLE LTD.
Certification by:
Signature:	Date:

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EXHIBIT G

COMPLIANCE CERTIFICATE

TO:	COMERICA BANK
FROM:	PROTEINSIMPLE and PROTEINSIMPLE LTD.

The undersigned authorized officers of PROTEINSIMPLE and PROTEINSIMPLE LTD. hereby certify that in accordance with the terms and conditions of the First Amended and Restated Loan and Security Agreement by and among Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants except as noted below and (ii) except as may be set forth below, all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officers further certify that except as otherwise permitted these 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.

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

Reporting Covenant	Required	Complies
Monthly financial statements	Monthly within 30 days	Yes	No
Annual (CPA Audited)	FYE within 180 days	Yes	No
10K and 10Q	(as applicable)	Yes	No N/A
A/R & A/P Agings, Domestic Borrowing Base Cert.	Monthly within 20 days	Yes	No
Board Approved Budget	On or before 45th day following year end	Yes	No
Budgets, sales projections, operating plans and other financial exhibits	Upon request of Bank	Yes	No
Inventory Reports	Monthly within 20 days	Yes	No

Financial Covenant	Required 1	Actual	Complies
Minimum Adjusted Quick Ratio	to 1:00	to 1:00	Yes	No
Rolling Revenues	$	$	Yes	No
Leverage Ratio	to 1:00	to 1:00	Yes	No

¹  See First Amended and Restated Loan and Security Agreement (as amended) for required amount.

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[Signature Page to Compliance Certificate]

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                    Yes    No
DATE
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status                                                                          Yes
DATE

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EX-10

Exhibit 10.23

FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Fourth Amendment to First Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into by and between PROTEINSIMPLE, a Delaware corporation (f/k/a Cell Biosciences, Inc., a Delaware corporation) (“ProteinSimple”), PROTEINSIMPLE LTD., an Ontario corporation (successor by amalgamation to BRIGHTWELL TECHNOLOGIES INC. and PROTEINSIMPLE LTD.) (“ProteinSimple Canada” and together with ProteinSimple, collectively, the “Borrower”) and COMERICA BANK (“Bank”) as of this 18^th day of March, 2014.

RECITALS

This Amendment is entered into upon the basis of the following facts and understandings of the parties, which facts and understandings are acknowledged by the parties to be true and accurate:

Bank and Borrower previously entered into a First Amended and Restated Loan and Security Agreement dated January 26, 2012, as amended from time to time (the “Agreement”).

Bank and Borrower previously entered into a Libor/Prime Referenced Rate Addendum to First Amended and Restated Loan and Security Agreement dated January 26, 2012, as amended from time to time (the “Addendum”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below.

AGREEMENT

1. Incorporation by Reference. The Recitals and the documents referred to in the Agreement are incorporated herein by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set forth in the Agreement.

2. Amendment to the Agreement. Subject to the satisfaction of the conditions precedent as set forth in Section 5 hereof, the Agreement is hereby modified as follows:

(a) Section 2.1(d) of the Agreement is hereby amended and restated in its entirety as follows:

“(d) Term Loan.

(i) Advance. Subject to the terms and conditions of this Agreement, Bank agrees to make a term loan to Borrowers in a principal amount up to but not exceeding Ten Million Dollars ($10,000,000), the proceeds of which shall be made available in full on March 18, 2014 to repay the amounts outstanding under the existing Term Loan (the original principal amount of which was Six Million Dollars ($6,000,000), and booked as loan # 133), with the balance thereof for Borrowers’ working capital purposes.

(ii) Interest on the Term Loan shall accrue from the date it is advanced and be payable in accordance with Section 2.3. The principal of the

Term Loan shall be payable in thirty six (36) equal monthly installments of principal, each in the amount of $277,777.78, so as to fully amortize the Term Loan in thirty six (36) months, beginning on April 1, 2015 and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan made under this Section 2.1(d) shall be immediately due and payable. The Term Loan, once repaid, may not be reborrowed.”

(b) Sections 2.5(c) – 2.5(f) of the Agreement are hereby amended and restated in their entirety as follows:

“(c) a Term Loan facility fee of $113,335, due and payable on the earlier of July 1, 2015, repayment in full of the Term Loan, or acceleration of the Indebtedness as provided hereunder;

(d) a separate Term Loan facility fee of $113,335, due and payable on the earlier of July 1, 2016, repayment in full of the Term Loan, or acceleration of the Indebtedness as provided hereunder;

(e) a separate Term Loan facility fee of $262,500, due and payable on the earlier of the Term Loan Maturity Date, repayment in full of the Term Loan, or acceleration of the Indebtedness as provided hereunder;

(f) an annual facility fee with respect to the Export Revolving Line, which is due and payable on March 1, 2014 in the amount of $10,000, and on March 1, 2015 in the amount of $10,000; and

(g) all Bank Expenses, as and when they become due.”

(c) The following is added to the end of Section 6.2 of the Agreement:

“Notwithstanding anything to the contrary in this Section 6.2, subsequent to the consummation of a Qualified IPO:

(i) the requirements of Section 6.2(a)(i) and 6.2(a)(ii) shall be of no further force or effect, and in lieu thereof, Borrowers shall provide to Bank copies of ProteinSimple’s Form 10-Q upon the earlier of 45 days after the end of each of the first three fiscal quarters of each fiscal year of ProteinSimple or upon its filing with the U.S. Securities and Exchange Commission, and ProteinSimple’s Form 10-K upon the earlier of 90 days after the end of each fiscal year of ProteinSimple or upon its filing with the U.S. Securities and Exchange Commission;

(ii) the Compliance Certificate shall be delivered together with the delivery to Bank of ProteinSimple’s Forms 10-Q and 10-K;

(iii) Bank shall have the right to audit Borrowers’ Accounts (as defined in the GSA and in this Agreement, as applicable) at Borrowers’ expense, provided that such audit shall occur no more often than annually, unless an Event of Default has occurred and is continuing;

(iv) no further inventory audits shall be required, unless an Event of Default has occurred and is continuing; and

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(v) no further inventory trend reports shall be required, unless an Event of Default has occurred and is continuing”

(d) Section 6.6 of the Agreement is hereby amended and restated in its entirety as follows:

“6.6 Primary Depository. Prior to the consummation of a Qualified IPO, Borrowers shall maintain at all times all of their respective domestic depository and operating accounts with Bank, their primary investment accounts with Bank or Bank’s Affiliates, and Cash on deposit with the Bank in an amount not less than $3,500,000. Subsequent to the consummation of a Qualified IPO, the Borrowers shall maintain on deposit with Bank or Bank’ s Affiliates the greater of (a) $3,500,000 or (b) 20% of all of Borrowers’ domestic depository, operating, and investment accounts. Any Cash not held at Bank shall be subject to a control agreement in favor of Bank in form and substance reasonably satisfactory to Bank.”

(e) Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Adjusted Quick Ratio.

(1) Prior to the consummation of a Qualified IPO, a ratio of (i) Borrowers’ Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of (A) as of February 28, 2013, and as of the end of each month thereafter that is not the end of a fiscal quarter, at least 0.55 to 1.00, and (B) as of December 31, 2013 and as of the end of each fiscal quarter thereafter, at least 0.70 to 1.00; and

(2) Subsequent to the consummation of a Qualified IPO, a ratio of (i) Borrowers’ Cash on deposit with the Bank plus trade accounts receivable outstanding less than 90 days past the invoice date, to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank, less Deferred Maintenance Contract Revenue, less any liability arising from any preferred stock warrant, less deferred rent liability, of at least 1.50 to 1.00, tested as the end of each fiscal quarter of Borrowers.”

(f) Section 6.7(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) Rolling Revenues. Rolling Revenues for the 3 month period most recently ended shall be not less than, as of the dates set forth below, the corresponding minimum amount, provided that for June 30, 2014, September 30, 2014 and December 31, 2014, Borrower shall be in satisfaction of this covenant if it has attained the cumulative year to date Rolling Revenue amount specified below. Thereafter, Rolling Revenues, and the cumulative year to date Rolling Revenue amount, shall be not less than levels to be reset by January 31st of each year by Bank based on the projections that have been approved by each Borrower’s Board of Directors and by Bank.

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March 31, 2014	-	$10,425,000
April 30, 2014	-	$10,840,000
May 31, 2014	-	$11,890,000
June 30, 2014	-	$12,450,000	($22,875,000 cumulative year to date)
July 31, 2014	-	$12,475,000
August 31, 2014	-	$12,150,000
September 30, 2014	-	$12,625,000	($35,500,000 cumulative year to date)
October 31, 2014	-	$14,000,000
November 30, 2014	-	$14,830,000
December 31, 2014	-	$15,660,000	($51,160,000 cumulative year to date).

Notwithstanding the preceding, upon the consummation of a Qualified IPO, the Rolling Revenues covenant shall only be tested as of the end of each fiscal quarter of Borrowers.

(g) Section 6.7(c) is hereby amended and restated in its entirety as follows:

“(c) Leverage Ratio. Prior to the consummation of a Qualified IPO, (i) A ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 31% of Borrower’s gross Inventory, to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the end of each March, June, September, and December of each year; and (ii) a ratio of (1) the sum of 100% of the Borrower’s Cash maintained at the Bank, plus 100% of the Eligible Accounts, plus 31% of Borrower’s gross Inventory, plus $1,000,000 to (2) all outstanding Obligations of not less than 1.00 to 1.00 as of the end of each January, February, April, May, July, August, October, and November of each year. Subsequent to the consummation of a Qualified IPO, Borrowers shall have no further obligation to comply with the Leverage Ratio covenant.”

(h) Section 7.3 of the Agreement is hereby amended and restated in its entirety as follows:

“7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into a Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person except where (i) the cash purchase consideration for such transactions does not exceed $250,000 in any fiscal year or, subsequent to the consummation of a Qualified IPO, $20,000,000 in the aggregate for all such transactions consummated on or after March 18, 2014, (ii) no Event of Default has occurred, is continuing or would exist after giving effect to such transactions, (iii) such transactions do not result in a Change of Control, (iv) in the case of a merger or consolidation involving a Borrower, such Borrower is a surviving entity (v) after giving effect to each such transaction, the sum of the Borrower’s aggregate Cash held at the Bank plus the availability under the Domestic Revolving Line and the Export Revolving Line as of the date of each such transaction, shall be not less than $10,000,000, (vi) such transactions are with a business or Person engaged in a line of business which is compatible with, or reasonably related, similar, incidental, ancillary or complementary to, the business of Borrowers, (vii) such transactions do not result in the purchase of margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System), and (viii) Borrowers shall have provided such further documents and information as Bank may reasonably request in connection with each such transaction.”

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(i) The following definitions are hereby added to Exhibit A to the Agreement in the appropriate alphabetic order:

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership units or interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Qualified IPO” means the issuance by ProteinSimple of its common Equity Interests and the contribution of net proceeds of such issuance to Borrower of not less than $20,000,000, by way of an underwritten primary public offering in the United States, pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission (or any Governmental Authority succeeding to any of its principal functions) in accordance with the Securities Act and such Equity Interests are listed on a nationally-recognized stock exchange in the United States. For greater certainty, an underwritten primary public offering meeting the foregoing requirements will be a “Qualified IPO” whether conducted alone or together with a secondary public offering, and a public offering of securities which are issued solely in connection with a business combination transaction or pursuant to an employee benefit plan or similar compensatory arrangement will not constitute an underwritten primary public offering.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute

(j) The definition of “Domestic Borrowing Base” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Domestic Borrowing Base’ means an amount equal 80% of Eligible Domestic Accounts less Priority Payables, as determined by Bank with reference to the most recent Domestic Borrowing Base Certificate delivered by Borrowers. Bank shall convert the amount of any Eligible Domestic Account outstanding in Canadian Dollars to the Equivalent Amount in U.S. Dollars for the purpose of calculating the Domestic Borrowing Base.”

(k) The definition of “Domestic Revolving Line” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Domestic Revolving Line’ means a Credit Extension to Borrowers of up to $8,000,000 (inclusive of any amounts outstanding under the Letter of Credit Sublimit and the Credit Card Services Sublimit).”

(l) The definition of “Eligible Foreign Accounts” in Exhibit A to the Agreement is hereby amended and restated in its entirety as follows:

“ ‘Eligible Foreign Accounts’ means Accounts with respect to which the account debtor does not have its principal place of business in the United States or Canada (“Foreign Accounts”) and that are (i) supported by foreign credit insurance acceptable to

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the Bank or one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, or (ii) approved by Bank on a case-by-case basis. Bank hereby agrees that up to $1,500,000 of Foreign Accounts of ProteinSimple Canada shall be deemed Eligible Foreign Accounts. All Eligible Foreign Accounts must be calculated in U.S. Dollars.”

(m) Clause (e) of the definition of “Permitted Investments” in Exhibit A to the Agreement is hereby amended and restated as follows:

“(e) Investments of Subsidiaries in or to other Subsidiaries or a Borrower and Investments by a Borrower in Subsidiaries not to exceed $500,000 (or, subsequent to the consummation of a Qualified IPO, $2,000,000) in the aggregate in any fiscal year;”

(n) Clause (l) of the definition of “Permitted Investments” in Exhibit A to the Agreement is hereby amended and restated as follows:

“(l) investments in commercial paper given the highest rating by two established national credit rating agencies in Canada or the United States and maturing not more than 90 days from the date of acquisition thereof;

(m) other investments made in accordance with ProteinSimple’s board-approved investment policy as in effect from time to time; provided that such investment policy is reasonably satisfactory to Bank; and

(n) Investments permitted by Section 7.3.”

(o) The definition of “Revolving Maturity Date” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Revolving Maturity Date’ means March 1, 2016.”

(p) The definition of “Term Loan Maturity Date” in Exhibit A to the Agreement is hereby amended and restated as follows:

“ ‘Term Loan Maturity Date’ means March 1, 2018.”

(q) Exhibit E to the Agreement is amended and Restated with Exhibit E hereto.

(r) Exhibit G to the Agreement is amended and Restated with Exhibit G hereto.

3. Amendment to the Addendum. Subject to the satisfaction of the conditions precedent as set forth in Section 4 hereof, the Addendum is hereby modified as follows:

(a) The definition of “Applicable Margin” in Section 1 (c) of the Addendum is amended and restated in its entirety as follows:

“(c) ‘Applicable Margin’ means (a) as to each Advance under the Domestic Revolving Facility, three quarters of one percent (0.75%), (b) as to each Advance under the Export Revolving Facility, one half of one percent (0.50%), and (c) as to each Advance under the Term Loan, one and three tenths percent (1.30%).”

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4. Swap Obligations. Bank and Borrowers agree that notwithstanding anything to the contrary in the Agreement, the term “Obligation” shall not include as to any Borrower any obligation of any other Borrower to Bank with respect to a “swap,” as defined in Section 1(a)(47) of the Commodity Exchange Act (“CEA”), entered into on or after October 12, 2012, if at the time that swap is entered into, the Borrower which is not a party to the swap is not an “eligible contract participant,” as defined in Section 1(a)(18) of the CEA.

5. Legal Effect. The effectiveness of this Amendment is conditioned upon (i) receipt by Bank of this Amendment, and any other documents which Bank may require to carry out the terms hereof, including, but not limited to those set forth on any closing checklist, (ii) receipt of a $25,000 restructuring fee which shall be due and payable on the date of this Amendment and shall be deemed fully earned when paid, and (iii) receipt by Bank of the Expenses set forth in Section 5 of this Amendment. Except as specifically set forth in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.

6. Recertification of Authority. Each Borrower hereby represents and warrants that the Certificate of Incorporation, Bylaws (or other equivalent organizational documents, in the case of ProteinSimple Canada) and Resolutions most recently delivered to Bank (a) remain in full force and effect, (b) have not been revised, rescinded or repealed in any material respect and (c) may continue to be relied upon by Bank until written notice to the contrary is received by Bank.

7. Expense. Borrower shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Bank incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment, including all legal fees and expenses.

8. Integration. This is an integrated Amendment and supersedes all prior negotiations and agreements regarding the subject matter hereof. All amendments hereto must be in writing and signed by the parties.

[End of Amendment – Signature Page Follows]

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IN WITNESS WHEREOF, the parties have agreed as of the date first set forth above.

PROTEINSIMPLE
By:	/s/ Jason Novi
Title: CFO
PROTEINSIMPLE LTD.
By:	/s/ Jason Novi
Title: CFO
COMERICA BANK
By:	/s/ Kim Crosslin
	Kim Crosslin
Title: Vice President

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EXHIBIT E

DOMESTIC BORROWING BASE CERTIFICATE

Borrower: PROTEINSIMPLE and PROTEINSIMPLE LTD. Lender: Comerica Bank
Commitment Amount: $8,000,000
DOMESTIC ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of Month Ending
2. +Billings
3. – Collections
4. Ending Accounts Receivable Balance as of Current Month Ending
DOMESTIC ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5. Account balances > 90 days from invoice date
6. Credit Balances > 90 days from invoice date	$	0
7. Balance of 25% over 90 day accounts	$	0
8. Concentration Limit of 25%
9. Governmental Accounts	$	0
10. Contra Accounts	$	0
11. Pre-billed or Advanced Billed	$	0
12. Intercompany/Employee Accounts
13. Foreign Accounts (other than Eligible Foreign Accounts)
14. Other (please explain on reverse)	$	0
15. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
16. Eligible Accounts (#4 minus #15)
17. LOAN VALUE OF ACCOUNTS (80% of #16)
18. Principal Balance of Domestic Revolving Line	$
19. Amount remaining to be advanced (repaid) (#17 - #18)	$
The Undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Domestic Borrowing Base Certificate complies with the representations and warranties set forth in the First Amended and Restated Loan and Security Agreement by and among the undersigned and Comerica Bank.

[Signature Page Follows]

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[Signature Page to Domestic Borrowing Base Certificate]

PROTEINSIMPLE

Certification by:

Signature: Date:

PROTEINSIMPLE LTD.

Certification by:

Signature: Date:

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EXHIBIT G

COMPLIANCE CERTIFICATE

TO:	COMERICA BANK
FROM:	PROTEINSIMPLE and PROTEINSIMPLE LTD.

The undersigned authorized officers of PROTEINSIMPLE and PROTEINSIMPLE LTD. hereby certify that in accordance with the terms and conditions of the First Amended and Restated Loan and Security Agreement by and among Borrower and Bank (as amended from time to time, the “Agreement”), (i) Borrower is in complete compliance for the period ending             with all required covenants except as noted below and (ii) except as may be set forth below, all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officers further certify that except as otherwise permitted these 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.

Please indicate whether a Qualified IPO has been consummated. Yes             No            

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

Reporting Covenant	Required	Complies
Monthly financial statements	Monthly within 30 days1		Yes	No
Annual (CPA Audited)	FYE within 180 days		Yes	No
10K and 10Q	(as applicable)		Yes	No N/A
A/R & A/P Agings, Domestic Borrowing Base Cert.	Monthly within 20 days		Yes	No
Board Approved Budget	On or before 45th day following year end		Yes	No
Budgets, sales projections, operating plans and other financial exhibits	Upon request of Bank		Yes	No
Inventory Reports	Monthly within 20 days2		Yes	No

Financial Covenant	Required 3		Actual		Complies
Minimum Adjusted Quick Ratio		to 1:00		to 1:00		Yes	No
Rolling Revenues	$		$			Yes	No
Leverage Ratio2		to 1:00		to 1:00		Yes	No

¹  Upon consummation of a Qualified IPO, monthly financial reporting shall change to Form 10-Q quarterly (within 45 days of each of the first three quarters of each fiscal year), and annual financial reporting shall change to Form 10-K annual (within 90 days).

²  Not required subsequent to consummation of a Qualified IPO.

³  See First Amended and Restated Loan and Security Agreement (as amended) for required amount.

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[Signature Page to Compliance Certificate]

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status		Yes	No
DATE		AUTHORIZED SIGNER
Sincerely,	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status	Yes		No
DATE

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EX-21

EXHIBIT 21.1

SUBSIDIARIES OF PROTEINSIMPLE

ProteinSimple Hong Kong Limited

ProteinSimple International (Delaware)

ProteinSimple Ltd. (Canada)