X0306 4 2016-09-21 0 0001472343 Roka BioScience, Inc. ROKA 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 3216810 I See Note 1 Series A Convertible Preferred Stock 0.70 2016-09-21 4 P 0 4000 A Common Stock 4000 4000 I See Note 1 Warrant to Purchase Common Stock (right to buy) 0.70 2016-09-21 4 P 0 5714286 A 2016-09-21 2021-09-21 Common Stock 5714286 5714286 I See Note 1 The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. Pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock and the lock up agreement dated September 21, 2016, NEA 13's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Shares") automatically converts, upon receipt by the Company of shareholder approval, into shares of the Company's common stock, par value $0.001 (the "Common Shares") at a conversion price of $0.70 per share. The Series A Preferred Shares have no expiration date. NEA 13 purchased 4,000 Shares of Series A Preferred Shares and five-year warrants to purchase 5,714,286 Common Shares at a purchase price of $1,000 per unit pursuant to a Securities Purchase Agreement dated September 16, 2016, with a closing date of September 21, 2016 for a total of $4,000,000. /s/ Sasha Keough, attorney-in-fact 2016-09-23