Common use of EXHIBIT E Clause in Contracts

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIX, INC. Date: _____________________ The undersigned authorized officer of Lantronix, Inc. ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (1) Borrower is in complete compliance for the period ending ______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIX, INC. Date: This Warrant Certificate is issued under and in accordance with a Warrant Agreement dated as of _____________________ The undersigned authorized officer of Lantronix, Inc. ("Borrower") certifies that under 2013, and is subject to the terms and conditions provisions contained in the Warrant Agreement, to all of which the Holder of this Warrant Certificate by acceptance of this Warrant Certificate consents. A copy of the Loan Warrant Agreement may be obtained by the Holder hereof upon written request to the Company. In the event that pursuant to Section 13 of the Warrant Agreement a warrant agent is appointed and Security a new warrant agreement entered into between the Company and such warrant agent, then such new warrant agreement shall constitute the Warrant Agreement between Borrower for purposes hereof and Bank this Warrant Certificate shall be deemed to have been issued pursuant to such new warrant agreement. Upon any partial exercise of the Warrant evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate in respect of the shares of Common Stock as to which the Warrant evidenced by this Warrant Certificate shall not have been exercised. This Warrant Certificate may be exchanged at the office of the Company (or the "warrant agent, if appointed) by surrender of this Warrant Certificate properly endorsed either separately or in combination with one or more other Warrant Certificates for one or more new Warrant Certificates evidencing the right of the Holder thereof to purchase the aggregate number of shares as were purchasable on exercise of the Warrants evidenced by the Warrant Certificate or Certificates exchanged. No fractional shares will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement". This Warrant Certificate is transferable at the office of the Company (or the warrant agent, if appointed) in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder hereof may be treated by the Company, the warrant agent (if appointed), and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding, and until such transfer on such books, the Company (1and the warrant agent, if appointed) Borrower is in complete compliance may treat the Holder hereof as the owner for all purposes. Neither the period ending ______________ with all required covenants except as noted below, (2) there are no Events Warrant nor this Warrant Certificate entitles any Holder to any of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier rights of a stockholder of the Company. Exhibit E [This Warrant Certificate shall not be applicable to valid or obligatory for any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date purpose until it shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are countersigned by the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date warrant agent.]* DATED: BIOTIME ACQUISITION CORPORATION (if no registrations, state “None”Seal) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly BasisBy: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification aboveTitle: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. Attest: [COUNTERSIGNED: WARRANT AGENT By:_________________________]* Authorized Signature * To be part of the Warrant only after the appointment of a warrant agent pursuant to Section 13 of the Warrant Agreement. Exhibit E PURCHASE FORM (To be executed upon exercise of Warrant) To BioTime Acquisition Corporation: The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, _______ Name:shares of Series B Common Stock, as provided for therein, and tenders herewith payment of the Warrant Price in full in the form of a bank wire transfer to the account of the Company or by bank cashier's check in the amount of $________________________ Title:_________________________ BANK USE ONLY Received by. Please issue a certificate or certificates for such shares of Series B Common Stock in the name of, and pay any cash for any fractional share to: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(aPlease Print Name) (Please Print Address) (Social Security Number or Other Taxpayer Identification Number)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TOHercules Capital, Inc. (as “Agent”) 400 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated September 30, 2020 and the Loan Documents (as defined therein) entered into in connection with such Loan and Security Agreement all as may be amended from time to time (hereinafter referred to collectively as the “Loan Agreement”) by and among Hercules Capital, Inc. (the “Agent”), the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Lender”) and Bicycle Therapeutics plc, a public limited company organized under the laws of England and Wales (the “Company”) and each other Borrower and Guarantor party thereto (collectively, the “Loan Parties”). All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies, in such capacity, that in accordance with the terms and conditions of the Loan Agreement, except as set forth below, each Loan Party is in compliance for the period ending ___________ of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct in all material respects on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. Attached are the required documents supporting the above certification. The undersigned further certifies the attached financial statements are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. CHECK IF REPORTING REQUIREMENT REQUIRED ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 90 days ACCOUNTS OF THE LOAN PARTIES AND THEIR SUBSIDIARIES AND AFFILIATES The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Loan Party or Subsidiary, as applicable. Each new account that has been opened since delivery of the previous Compliance Certificate is designated below with a “*”. Last Account Month Type Ending Depository Financial (Depository / Account Purpose of AC # Institution Securities) Balance Account LOAN PARTY Name/Address: SILICON VALLEY BANK FROM1 3 4 5 6 7 LOAN PARTY SUBSIDIARY Name/Address 1 3 4 5 6 7 [Signature page follows.] Very Truly Yours, BICYCLE THERAPEUTICS PLC By: LANTRONIXName: Its: EXHIBIT F FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], INC. Date: 20[ ], and is entered into by and between_____________________ The undersigned authorized officer of Lantronix., Inc. ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (1) Borrower is in complete compliance for the period ending ___a ___________ with all required covenants except as noted below, corporation (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower“Subsidiary”), and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIXHERCULES CAPITAL, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth ., a Maryland corporation (Section 6.9(aas “Agent”)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:.

EXHIBIT E. COMPLIANCE Signage is subject to the prior written approval of Landlord, which approval will not be unreasonably withheld, conditioned or delayed. Tenant is solely responsible for obtaining all required governmental approvals. EXHIBIT F HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIXYour cooperation in this matter is appreciated. Initially, INCthe information provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord (identified below) to evaluate and finalize a lease agreement with you as Tenant. Date: _____________________ The undersigned authorized officer After a lease agreement is signed by you and the Landlord (the “Lease Agreement”), within 30 days following written request front Landlord, however no more than twice per calendar year (unless the most recent information has materially changed and Tenant determines that new information needs to be provided to Landlord more frequently) in accordance with the provisions of Lantronix, Inc. ("Borrower") certifies that under the terms and conditions Section 26 of the Loan signed Lease Agreement, you are to provide an update to the information initially provided by you in this certificate. The information contained in the initial Hazardous Materials Disclosure Certificate and Security Agreement between Borrower each subsequent certificate provided by you thereafter will be maintained in confidentiality by Landlord subject to release and Bank disclosure as required by (the "Agreement")i) any lenders and owners and their respective environmental consultants, (1ii) Borrower is in complete compliance for any prospective purchaser(s) of all or any portion of the period ending ______________ with all required covenants except as noted belowproperty on which the Premises are located, (2iii) there are no Events of DefaultLandlord to defend itself or its lenders, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to partners or representatives against any representations and warranties that already are qualified claim or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreementdemand, and (5iv) no Liens have been levied any laws, rules, regulations, orders, decrees, or claims made against Borrower ordinances, including, without limitation, court orders or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Banksubpoenas. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, Any and that compliance is determined not just at the date this certificate is delivered. Capitalized all capitalized terms used but herein, which are not otherwise defined herein herein, shall have the meanings given them same meaning ascribed to such term in the signed Lease Agreement. Please indicate compliance status by circling YesAny questions regarding this certificate should be directed to, and when completed, the certificate should be delivered to: Landlord Name: CSHV Texas Industrial, L.P. c/No under “Complies” columno PRINCIPAL LIFE INSURANCE COMPANY 000 Xxxxx Xxx. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget Xxx Xxxxxx, Xxxx 00000-0000 Attn: Commercial Real Estate Equities Name of (Prospective) Tenant: Southern Imaging, Inc. Contact Person, Title and Financial Projections Within 30 days after start Telephone Number(s): Contact Person for Hazardous Waste Materials Management and Manifests and Telephone Number(s): Xxxx Xxxxxxx, V.P. 000-000-0000 Address of Fiscal Year Yes No 10(Prospective) Premises: 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 Length of (Prospective) initial Term: Sixty-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date six (if no registrations, state “None”66) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:months

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIX, INC. Date: _____________________ The undersigned authorized officer LETTER OF GENERAL COUNSEL In the course of Lantronix, Inc. ("Borrower") certifies that under preparation by the terms and conditions Company of the Loan Preliminary Prospectus and Security Agreement between Borrower the Prospectus, I participated in conferences with officers and Bank (other representatives of the "Agreement")Company, (1) Borrower is in complete compliance representatives of the independent public accountants for the period ending ______________ with all required covenants except as noted belowCompany, representatives of the Underwriters and representatives of counsel for the Underwriters, at which the contents of the Registration Statement, the Preliminary Prospectus and the Prospectus (2including in each case the documents incorporated by reference therein) there are no Events of Defaultand related matters were discussed. While I have reviewed the Registration Statement, (3) all representations the Disclosure Package and warranties Prospectus, I have not undertaken to establish or confirm factual matters set forth in the Agreement are true and correct in all material respects on this date except as noted below; providedRegistration Statement, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified the Preliminary Prospectus or modified the Prospectus or the documents incorporated by materiality reference in the text thereof; Registration Statement, the Preliminary Prospectus or the Prospectus, nor have I undertaken any obligation to verify independently any of those factual matters. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Preliminary Prospectus and providedthe Prospectus involve matters of a non-legal nature. Accordingly, further that those representations I am not passing upon and warranties expressly referring to a specific date shall be trueassume no responsibility for the accuracy, accurate and complete completeness or fairness of the statements contained in all material respects as of such dateor incorporated by reference into the Registration Statement, (4) Borrowerthe Preliminary Prospectus or the Prospectus or the documents incorporated by reference in the Registration Statement, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant the Preliminary Prospectus or the Prospectus. Subject to the terms of Section 5.9 forgoing, I confirm to you that, on the basis of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them information I gained in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget course of attending the conferences referred to above and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Qparticipating in the preparation thereof, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus facts have come to my attention that have caused me to believe that (i) 50% o new equity an subordinated debt plus the Registration Statement (including the documents incorporated by reference therein), as of its effective date, contained any untrue statement of a material fact required to be stated therein or omitted to state a material fact necessary to make the statements therein not misleading; (ii) 50% the Prospectus (including the documents incorporated by reference therein), as of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the Preliminary Prospectus, and the documents specified in Schedule A to this Certificate. The following are letter, as of 8:00 a.m. Eastern time, on March 9, 2007 (which you have advised us is a time prior to the exceptions time of first sale), when considered together with the documents set forth on Schedule B to this letter, contained any untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood in each case that I express no belief with respect to the certification above: financial statements, financial schedules or other financial information or data, or statistical data derived therefrom, included or incorporated by reference in or omitted from any of the foregoing (If no exceptions existincluding the documents incorporated by reference therein)). This letter is being delivered to you, state and is signed by, the undersigned in my capacity as an officer and General Counsel of the Company and not in an individual capacity. Schedule A [Identity any agreed upon issuer free writing prospectuses filed by the Company pursuant to Rule 433 under the Securities Act (other than an electronic or other roadshow and other than the term sheet on Schedule B] OR [NONE] Schedule B [Final Term Sheet] EXHIBIT F EXECUTIVE OFFICERS’ CERTIFICATE Each of the undersigned, Xxxxxx X. Xxxxx, Xx., PhD., Chairman and Chief Executive Officer of West Pharmaceutical Services, Inc., a Pennsylvania corporation (the “No exceptions Company”), and Xxxxxxx X. Xxxxxxxx, Vice President and Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to note.Section 6 of that certain Underwriting Agreement dated March 9, 2007 (the “Underwriting Agreement”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIXbetween the Company and, INC. Byon behalf of the several Underwriters named therein, UBS Securities LLC, that as of March 14, 2007:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. BORROWER’S DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS Comerica Bank 00000 Xx Xxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Checking Account Number 189-203-6391 Money Market Account Number 189-203-6433 EXHIBIT F COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIXHercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated December 19, 2006 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc (“Hercules”) as Lender and NEXX SYSTEMS, INC. Date(the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provided certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ of all covenants, conditions and terms and hereby reaffirms that all representations and warrants contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 25 days Interim Financial Statements Quarterly within 25 days Audited Financial Statements FYE within 120 days Very Truly Yours, NEXX SYSTEMS, INC. By: ____________________________ The undersigned authorized officer of Lantronix, Inc. ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (1) Borrower is in complete compliance for the period ending Name: ____________________________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Title: ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIX(To Be Used For Loans With No Custodian) BILL OF SALE <Name of Xxxxxxx Xxxxxx> (“Seller”) as the Seller [and <Name of Eligible Lender Trustee> as the Eligible Lender Trustee (“ELT”)] under that certain Master Loan Sale Agreement (“the MLSA”), INC. Date: _____________________ The undersigned authorized officer dated January 1, 2009 and that certain Adoption Agreement executed in connection therewith by the Seller [, the ELT], and the Department of LantronixEducation (“the Department”) as of <Date of Execution of the Adoption Agreement of the MLSA> ] do[es] hereby sell, Inc. ("Borrower") certifies that transfer, assign, set over and convey to the Department as purchaser under the Agreement all right, title and interest of the Seller [and the ELT] in and to the Loans included on the Loan Schedule attached hereto, together with the related servicing files and servicing rights appurtenant thereto, the related Promissory Notes and related Loan Documents (including, without limitation, any rights of the Seller to receive from any third party any documents which constitute a part of the loan or servicing files) and all rights and obligations arising under the documents contained therein, as of the date and time of receipt by the Seller of the Purchase Price of $ for such Loans. The Seller has requested that the purchase date be (“Purchase Date”). This sale is without recourse but subject to the terms of the Agreement. Pursuant to the MLSA, the Seller has delivered to the Department or its designee the documents for each Loan to be purchased as set forth in the Agreement. On the Purchase Date, the ownership of each Loan and conditions the related Promissory Note and the contents of the Loan file and Security Agreement between Borrower servicing file shall vest in the Department and Bank the ownership of all records and documents with respect to the related Loan prepared by or which come into the possession of the Seller shall vest in the Department, and the Seller shall have delivered such records as are required by the Department, or its designee, to the Department or its designee (except that copies thereof may be retained as provided in the "Agreement"MLSA). During any period that the related Loan files and servicing files are retained by the Seller, (1) Borrower is such files shall be retained and maintained, in complete compliance trust, by the Seller for the period ending ______________ benefit of the Department. If any of the Loans were made under a Master Promissory Note, this Bill of Sale excludes an assignment of right[s] of the Seller [or ELT] to offer future loans under such Master Promissory Note, and the Seller [or ELT] expressly reserve[s] such right to offer future Loans under such Master Promissory Note. The Department agrees and warrants that it will not offer or make any future loans under such Note. The Seller authorizes the Department to use a copy of this Bill of Sale, including the Loan Schedule attached, as official notification to the applicable Guaranty Agency(s) of assignment to the Department of the Loans purchased pursuant hereto on the Purchase Date. [Each of] [T]he Seller [and the ELT] named below hereby certifies to the Department that with all required covenants except respect to the Loans included on the Loan Schedule attached here, as noted below, of the date of the Seller’s signature below (2Check one of the following) there – No security interests of any kind have been granted that are no Events now in effect. Security interests have been granted to <Name of Default, Secured Lender> (3“Secured Lender”) all that will be released by that Secured Lender using the revised “Security Release Certification” (Exhibit F to the Master Loan Sales Agreement). [Each of] [T]he Seller [and the ELT] confirms to the Department that the representations and warranties set forth in Section 6 of the MLSA are true and correct with respect to the Seller [and the ELT] and the Loans included on the Loan Schedule attached hereto as of the date hereof, and that all statements made in the Agreement are Seller’s Officer’s Certificate (Exhibit B of the MLSA) or reaffirmed in the Adoption Agreement, and all attachments thereto remain complete, true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreementhereof, and that compliance is determined not just at the Loan characteristics identified on the attached Loan Schedule are true and correct as of the date this certificate is deliveredhereof. Capitalized terms used but here and not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to noteMLSA.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE [Sign and Lettering] [To be delivered by Landlord to Tenant, and as may be updated from time to time, upon prior written notice to Tenant] EXHIBIT F HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIXYour cooperation in this matter is appreciated. Initially, INCthe information provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord (identified below) to evaluate and finalize a lease agreement with you as Tenant. Date: _____________________ The undersigned authorized officer After a lease agreement is signed by you and the Landlord (the “Lease Agreement”), within 30 days following written request from Landlord, however no more than twice per calendar year (unless the most recent information has materially changed and Tenant determines that new information needs to be provided to Landlord more frequently) in accordance with the provisions of Lantronix, Inc. ("Borrower") certifies that under the terms and conditions Section 26 of the Loan signed Lease Agreement, upon Landlord’s request, you are to provide an update to the information initially provided by you in this certificate. The information contained in the initial Hazardous Materials Disclosure Certificate and Security Agreement between Borrower each subsequent certificate provided by you thereafter will be maintained in confidentiality by Landlord subject to release and Bank disclosure as required by (the "Agreement")i) any lenders and owners and their respective environmental consultants, (1ii) Borrower is in complete compliance for any prospective purchaser(s) of all or any portion of the period ending ______________ with all required covenants except as noted belowproperty on which the Premises are located, (2iii) there are no Events of DefaultLandlord’s requirement to defend itself or its lenders, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to partners or representatives against any representations and warranties that already are qualified claim or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreementdemand, and (5iv) no Liens have been levied any laws, rules, regulations, orders, decrees, or claims made against Borrower ordinances, including, without limitation, court orders or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Banksubpoenas. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, Any and that compliance is determined not just at the date this certificate is delivered. Capitalized all capitalized terms used but herein, which are not otherwise defined herein herein, shall have the meanings given them same meaning ascribed to such term in the signed Lease Agreement. Please indicate compliance status by circling Yes/No under “Complies” columnAny questions regarding this certificate should be directed to, and when completed, the certificate should be delivered to: Landlord Name: Principal Life Insurance Company, an Iowa corporation PRINCIPAL LIFE INSURANCE COMPANY 800 Xxxxx Xxx. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget Xxx Xxxxxx, Xxxx 00000-0000 Attn: Commercial Real Estate Equities, Central States Region With a copy to: Txxxxxxx Xxxx Company P.X. Xxx 0000 Xxxxxx, Xxxxx 00000-0000 Attn: Property Manager of 4000 Xxxx Xxxxxx Xxxx Name of (Prospective) Tenant: Crossroads Systems, Inc. 10000 Xxxxx Xxxxx Xxxxxxxxxx, Xxxxx 000 Xxxxxx, XX 00000-0000 Contact Person, Title and Financial Projections Within 30 days after start Telephone Number(s): Contact Person for Hazardous Waste Materials Management and Manifests and Telephone Number(s) Address of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”Prospective) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly BasisPremises: Minimum Tangible Net Worth $1,500,000 plus Length of (iProspective) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. Byinitial Term:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: LANTRONIXCREATIVE CONCEPTS HOLDING, INC./CREATIVE CONCEPTS SOFTWARE, INC./SENTINEL BUSINESS SYSTEMS, INC. Date: _____________________ The undersigned authorized officer of LantronixCreative Concepts Holding, Inc./Creative Concepts Software, Inc./Sentinel Business Systems, Inc. ("“Borrower"”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "“Agreement"”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIXTHIS NOTE IS REGISTERED AND MAY NOT BE NEGOTIATED OR OTHERWISE TRANSFERRED EXCEPT BY SURRENDER TO THE MAKER, INCWHICH MAKER OBLIGATES ITSELF TO PROMPTLY REISSUE THE NOTE AS REQUESTED BY THE HOLDER THEREOF. Date: _____________________ The REGISTERED PROMISSORY NOTE $500,000.00 Nags Head, North Carolina March , 2014 FOR VALUE RECEIVED, the undersigned authorized officer promises to pay to the order of Lantronix, Inc. Southern Bank and Trust Company (the "BorrowerBank") certifies at Mount Olive, North Carolina, or at such place as the Bank from time to time may designate in writing, the sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), together with interest on the unpaid principal balance at the rate of 1.18% per annum, payable as follows: Principal shall be payable in Five (5) equal consecutive annual payments, in arrears, of ONE HUNDRED THOUSAND and 00/100 Dollars ($100,000.00) each, beginning March , 2014, and continuing on the same date annually thereafter (as set forth in the Payment Schedule). Interest on the outstanding principal balance shall be due and payable on the same date that under each principal payment is due. All payments shall be applied first to late payment charges, if any, then to interest accrued to the date of payment, and then to principal. All parties to this Note, whether principal, surety, guarantor or endorser, hereby waive presentment for payment, demand, protest, notice of dishonor, and all defenses on the grounds of extension of time for the payment hereof which may be given by the holder of this Note to the maker or anyone who has assumed the payment of this Note; and further agree that in case of nonpayment of any installment of principal or of interest thereon when the same shall be due as above provided, or upon default in the performance of any of the agreements or conditions of the Deed of Trust hereinafter mentioned, then the whole of said principal sum remaining unpaid, together with accrued interest, shall at the option of the payee or legal holder hereof, become due and payable immediately. This Note is given pursuant to an Installment Financing Contract of even date herewith between the Bank and the maker of this Note, the terms and conditions of which are incorporated herein by reference. If maker should fail to make all or any part of any scheduled payment herein for more than fifteen (15) days after the Loan due date of that payment, maker shall pay to holder a four percent (4%) late payment charge based on the amount of the late payment. The holder of this Note shall be entitled to add to the principal amount due hereunder the amount of any court costs and Security Agreement between Borrower reasonable attorney fees incurred by the holder in the collection of this Note. This Note has been issued payable only to the Bank, which shall be deemed and Bank regarded as absolute owner for all purposes, and the payment of principal and interest on this Note shall be made only to the Bank, whether or not any transfer, assignment or endorsement thereof shall have been made, until this Note has been returned to the maker hereof, together with a request from the Bank, including the name, address of the transferee and the effective date of transfer and such other information as the maker hereof may reasonably require, that the maker hereof issue such Note to the transferee or issue a new note to such transferee. If at any time there is an Event of Taxability or a Determination of Taxability, as hereinafter defined, this Note shall, from and after the Date of Taxability, as hereinafter defined, bear interest at the "Prime Rate" of the Bank, as said Prime Rate fluctuates from time to time, plus one percent (1%) per annum (the "AgreementAlternative Rate of Interest"), (1) Borrower payable for such time as the holder hereof shall have held this Note subsequent to the Date of Taxability. Bank's "Prime Rate" of interest, as that term is used in complete compliance this instrument, means that rate established by Bank and identified as such in literature published and circulated within Bank's offices, and the use of such term shall be used as a means of identifying a rate of interest index and not as a representation by Bank that such rate is the lowest or most favorable rate of interest offered to borrowers of Bank generally and the undersigned shall not have a claim or right of action based on such premise. In such event, the maker also shall be required to pay to the holder all amounts, if any, which may be necessary to reimburse the holder for any interest, penalties or other charges assessed by the Internal Revenue Service and the Department of Revenue for the period ending ______________ State of North Carolina against the holder by reason of the holder's failure to include interest on this Note in its gross income for income tax purposes. Payment amounts under this Note shall be increased as a result of the increased interest rate and additional interest as a result of said rate increase on all previous payments shall be paid to the holder hereof upon demand. The maker shall pay to the holder the above-mentioned Alternative Rate of Interest notwithstanding any transfer by the holder or payment or prepayment by the maker prior to the date such Determination of Taxability was made. The Alternative Rate of Interest is not subject to any maximum rate described heretofore in this instrument. An Event of Taxability shall mean any event, occurrence or situation resulting from an action, or a failure to act, by the undersigned maker of this Note, the effect of which is to cause the interest accrued or paid on this Note to be includable in the gross income of the holder for federal income tax purposes. A Determination of Taxability shall mean a determination that interest accrued or paid on this Note is included in gross income of the holder for federal income tax purposes, which determination shall be deemed to have been made upon the occurrence of the first to occur of the following: (a) the date on which the holder is advised in writing by the Commissioner or any District Director of the Internal Revenue Service that, as a consequence of an action, or failure to act, by the maker of this Note, the interest on this Note is included in the gross income of the holder thereof for federal income tax purposes; (b) the date on which the maker receives notice from the holder that the holder has been advised (i) in writing that the Internal Revenue Service has issued a statutory notice of deficiency or similar notice to such holder or former holder which asserts, in effect, that interest on this Note received by such holder or former holder is included in the gross income of such holder or former holder for federal income tax purposes as a result of an action, or failure to act, by the maker of this Note or (ii) by an opinion of independent counsel (approved by the holder and the maker hereof) received by the holder which concludes, in effect, that interest on this Note is included in the gross income of the holder or former holder for federal income tax purposes as a result of an action, or failure to act, by the maker of this Note; (c) the day on which the maker is advised in writing by the Commissioner or any District Director of the Internal Revenue Service that there has been issued a public or private ruling of the Internal Revenue Service that the interest on this Note is included in the gross income of any holder or former holder for federal income tax purposes as a result of an action, or failure to act, by the maker of this Note; or (d) the day on which the maker is advised in writing by counsel to the holder that a final determination, from which no further right of appeal exists, has been made by a court of competent jurisdiction in the United States of America in a proceeding with all required covenants except respect to which the maker has been given written notice and an opportunity to participate and defend that the interest on this Note is included in the gross income of any holder or former holder for federal income tax purposes as noted belowa result of an action, or failure to act, by the maker of this Note. The Date of Taxability shall mean the first date upon which interest on this Note is included in the gross income of the holder or a former holder for federal income tax purposes as a result of an Event of Taxability or a Determination of Taxability. If at any time there is a Change in Deductibility (2hereinafter defined), the interest rate payable hereunder shall increase to the rate which will provide to the Bank the effective yield which it would have received had there not been a Change in Deductibility. A "Change in Deductibility" means any determination by the Internal Revenue Service or any court of competent jurisdiction that the obligation of the undersigned maker is not a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) there are no Events of Defaultthe Internal Revenue Code as a result or as a consequence of (i) an action, or failure to act, by the maker of this note, or (3ii) all a breach of any representation or warranty made by the maker of this note to the holder hereof relating to the status of this note as a qualified tax-exempt obligation as defined above (including but not limited to the representations and warranties contained in Section 8(i) of the Installment Financing Contract). This Note is secured by a Deed of Trust of even date herewith on land and premises lying and being situate in Dare County, North Carolina, the agreements and conditions of which Deed of Trust are by reference made a part of this Note. This Note is to be governed and construed in accordance with the laws of the State of North Carolina. The rights and remedies of the holder as provided in this Note and any instrument securing this Note shall be cumulative and may be pursued singly, successively, or together against the property described in the Agreement are true and correct Deed of Trust or any other funds, property or security held by the holder as security, in all material respects on this date except as noted below; provided, however, that the sole discretion of the holder. The failure to exercise any such materiality qualifier right or remedy shall not be applicable to any representations and warranties that already are qualified a waiver or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as release of such date, (4) Borrower, and each rights or remedies or the right to exercise any of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant them at another time. This Note is intended to constitute a contract under Section 160A-20 of the General Statutes of North Carolina. Notwithstanding any other provision in this Note to the terms contrary, no deficiency judgment may be rendered against the maker of Section 5.9 this Note and the taxing power and/or faith and credit of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower maker is not in compliance with any of pledged directly or indirectly to secure the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date payment of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to noteNote.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIXThe undersigned, INC. Date: _____________________ The undersigned authorized officer of LantronixXxxxxx X. Xxxxxx, Inc. ("Borrower") Xx., hereby certifies that under he or she is the terms duly elected and conditions acting Secretary of the Loan and Security Agreement between Borrower and Bank ALLIANCE MONEY MARKET FUND, a Massachusetts business trust (the "AgreementFund"), (1) Borrower is in complete compliance for further certifies that the period ending ______________ with following resolutions were adopted by the Board of Trustees of the Fund at a meeting duly held on March 16, 1995, at which a quorum was at all required covenants except as noted below, (2) there are no Events of Default, (3) all representations times present and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall resolutions have not be applicable to any representations been modified or rescinded and warranties that already are qualified or modified by materiality in the text thereof; full force and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate effect as of the date hereof. RESOLVED, that the maintenance of the Fund's assets in each country listed in Schedule I hereto be, and hereby is, approved by the Board of Trustees as consistent with the best interests of the Fund and its shareholders; and further RESOLVED, that the maintenance of the Fund's assets with the foreign branches of The Bank of New York (the "Bank") listed in Schedule I located in the countries specified therein, and with the foreign subcustodians and despositories listed in Schedule I located in the countries specified therein be, and hereby is, approved by the Board of Trustees as consistent with the best interest of the Fund and its shareholders; and further RESOLVED, that the Subcustodian Agreements presented to this Certificate. The following meeting between the Bank and each of the foreign subcustodians and depositories listed in Schedule I providing for the maintenance of the Fund's assets with the applicable entity, be and hereby are, approved by the Board of Trustees as consistent with the best interests of the Fund and its shareholders; and further RESOLVED, that the appropriate officers of the Fund are hereby authorized to place assets of the exceptions Fund with respect the aforementioned foreign branches and foreign subcustodians and depositories as hereinabove provided; and further RESOLVED, that the appropriate officers of the Fund, or any of them, are authorized to do any and all other acts, in the certification above: (If no exceptions existname of the Fund and on its behalf, state “No exceptions as they, or any of them, may determine to notebe necessary or desirable and proper in connection with or in furtherance of the foregoing resolutions.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual:

EXHIBIT E. COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: LANTRONIX, INC. Date: _____________________ The undersigned authorized officer of Lantronix, Inc. ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (1) Borrower is in complete compliance for the period ending ______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with generally GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual Operating Budget and Financial Projections Within 30 days after start of Fiscal Year Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings and Reconciliations Monthly within 15 days Yes No Transaction Report Weekly and with each request for an Advance if Hard Credit Extensions outstanding; otherwise, monthly within 15 days Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) ____________________________________________________________________________ Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Tangible Net Worth $1,500,000 plus (i) 50% o new equity an subordinated debt plus (ii) 50% of quarterly net income $_______ Yes No The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ LANTRONIX, INC. By:__________________________ Name:________________________ Title:_________________________ BANK USE ONLY Received by: _____________________ authorized signer Date: _________________________ Verified: ________________________ authorized signer Date: _________________________ Compliance Status: Yes No Schedule 1 to Compliance Certificate Financial Covenants of Borrower Dated: ____________________ Tangible Net Worth (Section 6.9(a)) Required Amount: $1,500,000 plus (i) 50% of consideration for equity securities and subordinated debt plus (ii) 50% of Borrower's quarterly net income Actual: