Common use of Reporting Covenant Clause in Contracts

Reporting Covenant. Required Complies Quarterly financial statements + CC Quarterly within 45 days (if QR below 2 to 1) Yes No Annual (Audited) FYE within 90 days Yes No 10-K & 10Q Within 5 days of filing Yes No A/R Agings Monthly within 30 days (if Advances outstanding) Yes No A/R Audit Annual Yes No Borrowing Base Certificate Monthly within 30 days (if Advances outstanding) Yes No Financial Covenant Required Actual Complies Maintain on a quarterly Basis: Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Minimum Tangible Net Worth $50,000,000, Plus 75% of Net Income, Plus 50% of Net Cash Equity $ Yes No Maintain on a monthly basis when QR is less than 2.0:1.00 Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Have there been updates to Borrower's intellectual property, if appropriate? Yes / No Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: AUTHORIZED SIGNER Sincerely, Date: Verified: AUTHORIZED SIGNER SIGNATURE Date: TITLE Compliance Status: Yes No DATE Schedule to Loan and Security Agreement The exact correct corporate name of Borrower is (attach a copy of the formation documents, e.g., articles, partnership agreement): Witness Systems, Inc. Borrower's State of formation: Delaware Borrower has operated under only the following other names (if none, so state): None All other address at which the Borrower does business are as follows (attach additional sheets if necessary and include all warehouse addresses): See Attached Sheet Borrower has deposit accounts and/or investment accounts located only at the following institutions: Account Numbers: Liens existing on the Closing Date and disclosed to and accepted by Bank in writing: Investments existing on the Closing Date and disclosed to and accepted by Bank in writing: See Attached Chase and Xxxxxx Statements as of 11/30/01

Reporting Covenant. Required Complies Quarterly REQUIRED COMPLIES ------------------ -------- -------- Prior to the Company becoming a public company: Monthly financial statements + with CC Quarterly Monthly within 45 30 days (if QR below 2 to 1) Yes No Annual (CPA Audited) FYE within 90 180 days Yes No Annual projections FYE within 60 days of Board approval Yes No After the Company becoming a public company: 10-Q, 10-K & 10Q and 8-K Within 5 days of after filing with SEC Yes No A/R Agings Monthly within 30 days (if Advances outstanding) Yes No A/R Audit Annual Yes No Borrowing Base Certificate Monthly within 30 days (if Advances outstanding) Yes No Financial Covenant Required Actual Complies Maintain on a quarterly Basis: Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Minimum Tangible Net Worth $50,000,000, Plus 75% of Net Income, Plus 50% of Net Cash Equity $ Yes No Maintain on a monthly basis when QR is less than 2.0:1.00 Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Have there been updates to Borrower's intellectual property, if appropriate? Yes / No Comments Regarding Exceptions: See Attached. BANK LENDER USE ONLY Received by: --------------------------- Sincerely, AUTHORIZED SIGNER Sincerely, Date: ---------------------------------- ------------------------------------- Verified: Signature ------------------------------ AUTHORIZED SIGNER SIGNATURE Title Date: TITLE ------------------------------- ---------------------------------- Date Compliance Status: Yes No DATE Schedule -------------------------------- --- --- EXHIBIT G FORM OF GROWTH CAPITAL ADVANCE NOTE SECURED PROMISSORY NOTE $____________________ Dated: [Date] FOR VALUE RECEIVED, the undersigned, SGX PHARMACEUTICALS, INC., a Delaware corporation ("Borrower"), HEREBY PROMISES TO PAY to the order of [LENDER] ("Lender") the principal amount of ____________ Dollars ($__________) or such lesser amount as shall equal the outstanding principal balance of the Growth Capital Advance made to Borrower by Lender pursuant to the Loan Agreement (defined below), and to pay all other amounts due with respect to the Growth Capital Advance on the dates and in the amounts set forth in the Loan Agreement. (Capitalized terms, unless defined in this Note, shall have the meaning given such capitalized term in the Loan Agreement.) Interest on the principal amount of this Note from the date of this Note shall accrue at _____% per annum based on a 360-day year of twelve 30-day months or, if applicable, the Default Rate. Borrower shall make payments of accrued interest only on the outstanding principal amount of the Growth Capital Advance on the first Business Day of each month ("Payment Date"), commencing __________, 2005, through and including January 1, 2006. Commencing on February 1, 2006, and continuing on consecutive Payment Dates thereafter, Borrower shall make to Lender thirty six (36) equal payments of principal and accrued interest on the then outstanding principal amount in the amount of ________ Dollars ($________). Principal, interest and all other amounts due with respect to the Growth Capital Advance, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. This Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan and Security Agreement Agreement, dated as of [Date], to which Borrower and Lender are parties (the "Loan Agreement"). The exact correct corporate name Loan Agreement, among other things, (a) provides for the making of this secured Growth Capital Advance to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. This Note may not be prepaid except as set forth in Section 2.3 of the Loan Agreement. This Note and the obligation of Borrower is (attach a copy to repay the unpaid principal amount of the formation documentsGrowth Capital Advance, e.g.interest on the Growth Capital Advance and all other amounts due Lenders under the Loan Agreement is secured under the Loan Agreement. Presentment for payment, articlesdemand, partnership agreement): Witness Systemsnotice of protest and all other demands and notices of any kind in connection with the execution, Inc. delivery, performance and enforcement of this Note are hereby waived. Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by Lenders in the enforcement or attempt to enforce any of Borrower's obligations hereunder not performed when due. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of formation: Delaware Borrower has operated under only the following other names (if none, so state): None All other address at which the Borrower does business are as follows (attach additional sheets if necessary and include all warehouse addresses): See Attached Sheet Borrower has deposit accounts and/or investment accounts located only at the following institutions: Account Numbers: Liens existing on the Closing Date and disclosed to and accepted by Bank in writing: Investments existing on the Closing Date and disclosed to and accepted by Bank in writing: See Attached Chase and Xxxxxx Statements as of 11/30/01California.

Reporting Covenant. Required Complies Quarterly Monthly financial statements + CC (if outstandings exceed $500,000) Monthly within 30 days Yes No 10-Q Quarterly within 45 days (if QR below 2 to 1) Yes No Annual (Audited) FYE within 90 days Yes No 10-K & 10Q Within 5 FYE within 120 days of filing Yes No A/R Agings Monthly within 30 days (if Advances outstanding) Yes No A/R Audit Initial and Annual Yes No Borrowing Base Certificate + CC Monthly within 30 days (if Advances outstanding) Yes No Financial Covenant Required Actual Complies Maintain on a quarterly Monthly Basis: Minimum Quick Liquidity Ratio 1.5:1.00 1.50:1.00 :1.00 Yes No Minimum Tangible Net Worth EBITDA March 31, 2004 ($50,000,000, Plus 75% of Net Income, Plus 50% of Net Cash Equity 500,000 ) $ Yes No Maintain on a monthly basis when QR is less than 2.0:1.00 Minimum Quick Ratio 1.5:1.00 :1.00 June 30, 2004 ($750,000 ) $ Yes No Have there been updates to Borrower's intellectual propertySeptember 30, if appropriate? 2004 $ 0 $ Yes / No December 31, 2004 $ 750,000 $ Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: AUTHORIZED SIGNER Sincerely, _________________ Date: SIGNATURE Verified: AUTHORIZED SIGNER SIGNATURE TITLE Date: TITLE Compliance Status: Yes No DATE EXHIBIT E LOCK BOX AGREEMENT Schedule to Loan and Security Agreement The exact correct corporate name of Borrower is (attach a copy of the formation documents, e.g., articles, partnership agreement): Witness SystemsVISUAL NETWORKS, Inc. INC., a Delaware corporation, VISUAL NETWORKS INTERNATIONAL OPERATIONS, INC., a Delaware corporation, VISUAL NETWORKS OPERATIONS, INC., a Delaware corporation, AVESTA TECHNOLOGIES, LLC, a Delaware limited liability company, and NET2NET, LLC, a Delaware limited liability company Borrower's ’s State of formation: Delaware see above Borrower has operated under only the following other names (if none, so state): None ____________________________________________________________________________________________ All other address at which the Borrower does business are as follows (attach additional sheets if necessary and include all warehouse addresses): See Attached Sheet Borrower has deposit accounts and/or investment accounts located only at the following institutions: Account List Acct. Numbers: Liens existing on the Closing Date and disclosed to and accepted by Bank in writing: None Investments existing on the Closing Date and disclosed to and accepted by Bank in writing: See Attached Chase None Subordinated Debt: Indebtedness on the Closing Date and Xxxxxx Statements as disclosed to and consented to by Bank in writing: None Schedule 5.1 The Company has or is in the process of 11/30/01winding down, liquidating, dissolving or converting to an LLC, the following subsidiaries (collectively, the “Former Entities”):

Reporting Covenant. Required Complies Quarterly ------------------ -------- -------- Monthly financial statements + CC Quarterly Monthly within 45 30 days (if QR below 2 to 1) Yes No Annual (CPA Audited) FYE within 90 120 days Yes No Annual business plan/operating budget FYE within 30 days Yes No 10-K & and 10Q Within 5 days of filing Yes No A/R Agings Monthly within 30 days (if Advances outstandingas applicable) Yes No A/R Audit Annual Yes No and A/P Agings, Borrowing Base Certificate Certs. Monthly within 30 days (if Advances outstanding) Yes No A/R Audit Initial and Semi-Annual Yes No IP Report Quarterly within 30 days Yes No Total amount of Borrower's cash and investments Amount: $_________ Yes No Total amount of Borrower's cash and investments Amount: $_________ Yes No with Bank Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a quarterly Monthly Basis: Minimum Quick Ratio 1.5:1.00 1.25:1.00 _____:1.00 Yes No Minimum Tangible Net Worth EBITDA From 12/31/04 through 3/31/05 $50,000,000, Plus 75% of Net Income, Plus 50% of Net Cash Equity $ 150,000 $________ Yes No From 4/30/05 through Revolving $300,000 $________ Yes No Maturity Date Maintain on a monthly basis when QR is less than 2.0:1.00 Daily Basis Minimum Quick Ratio 1.5:1.00 :1.00 Cash at Bank $750,000 $________ Yes No Have there been updates to Borrower's intellectual property, if appropriate? Yes / No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: :_____________________________ AUTHORIZED SIGNER Sincerely, __________________________________ Date: _________________________________ SIGNATURE _________________________________ Verified: :________________________________ TITLE AUTHORIZED SIGNER SIGNATURE SIGNED Date: TITLE _________________________________ _________________________________ DATE Compliance Status: Status Yes No DATE Schedule Corporation Resolutions and Incumbency Certification Authority to Loan Procure Loans -------------------------------------------------------------------------------- I certify that I am the duly elected and Security Agreement The exact qualified Secretary of TCI SOLUTIONS, INC.; that the following is a true and correct corporate name of Borrower is (attach a copy of resolutions duly adopted by the formation documentsBoard of Directors of the Corporation in accordance with its bylaws and applicable statutes. Copy of Resolutions: Be it Resolved, e.g., articles, partnership agreement): Witness Systems, Inc. Borrower's State of formation: Delaware Borrower has operated under only the following other names (if none, so state): None All other address at which the Borrower does business are as follows (attach additional sheets if necessary and include all warehouse addresses): See Attached Sheet Borrower has deposit accounts and/or investment accounts located only at the following institutions: Account Numbers: Liens existing on the Closing Date and disclosed to and accepted by Bank in writing: Investments existing on the Closing Date and disclosed to and accepted by Bank in writing: See Attached Chase and Xxxxxx Statements as of 11/30/01That:

Reporting Covenant. Required Complies ------------------ -------- ---------- FYE Financial Statements, 10K Annually within 15 days of filing Yes No Quarterly financial statements + CC Financial Statements, 10Q Quarterly within 45 days (if QR below 2 to 1) Yes No Annual (Audited) FYE within 90 days Yes No 10-K & 10Q Within 5 15 days of filing Yes No A/R Agings & A/P Agings, Borrowing Base Cert Monthly within 30 15 days (if Advances outstanding) Yes No Guarantor FYE Financial Statements Annually within 120 days of FYE Yes No Guarantor Quarterly Financial Statements Quarterly within 60 days of quarter end Yes No A/R Audit Initial and Annual Yes No Borrowing Base Certificate Monthly within 30 days Intellectual Property acquired/developed Reporting (if Advances outstandingSection 6.8) Yes No Financial Covenant Required Actual Complies Maintain on a quarterly Basis: Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Minimum Tangible Net Worth $50,000,000, Plus 75% of Net Income, Plus 50% of Net Cash Equity $ Yes No Maintain on a monthly basis when QR is less than 2.0:1.00 Minimum Quick Ratio 1.5:1.00 :1.00 Yes No Have there been updates to Borrower's intellectual property, if appropriate? Yes / No Comments Regarding Exceptions: See Attached. Attached BANK USE ONLY Received byBy: ------------------- AUTHORIZED SIGNER Sincerely, Date: -------------------------------- -------------------------- SIGNATURE Verified: -------------------------------- ----------------------- TITLE AUTHORIZED SIGNER SIGNATURE Date: TITLE -------------------------------- --------------------------- DATE Compliance Status: Yes No DATE Schedule to EXHIBIT F BORROWING BASE CERTIFICATE -------------------------------------------------------------------------------- Borrower: Lenders: BANK SINOFAC, LOS ANGELES ---------------------------- BRANCH and FAR EAST NATIONAL BANK Commitment Amount: $18,000,000 -------------------------------------------------------------------------------- ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of ________ $__________ 2. Additions (please explain on reverse) $__________ 3. TOTAL ACCOUNTS RECEIVABLE $__________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 90 days due $__________ 5. Demo Accounts $__________ 6. Intercompany/Employee Accounts $__________ 7. Other (please explain on reverse) $__________ 8. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $__________ 9. Eligible Accounts (#3 minus #8) $__________ 10. LOAN VALUE OP ACCOUNTS (80% of #9) $__________ BALANCES 11. Maximum Loan Amount $18,000,000 12. Total Funds Available [Lesser of #l1 or #10] $__________ 13. Present balance owing on Line of Credit $__________ 14. Outstanding under Sublimits (Letters of Credit) $__________ 15. RESERVE POSITION (#12 minus #13 and #14) $__________ The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Amended and Restated Loan and Security Agreement The exact correct corporate name between the undersigned and Lenders. [BORROWER] ------------------------------------ By: --------------------------------- Authorized Signer CORPORATE RESOLUTIONS TO BORROW -------------------------------------------------------------------------------- Borrower: Integrated Packaging Assembly Corporation -------------------------------------------------------------------------------- I, the undersigned Secretary or Assistant Secretary of Borrower Integrated Packaging Assembly Corporation (the "Corporation"), HEREBY CERTIFY that the Corporation is (attach a copy organized and existing under and by virtue of the formation documents, e.g., articles, partnership agreement): Witness Systems, Inc. Borrower's laws of the State of formation: Delaware Borrower has operated under only Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the following other names (if noneCertificate of Incorporation, so state): None All other address at as amended and the Bylaws of the Corporation, each of which the Borrower does business are as follows (attach additional sheets if necessary is in full force and include all warehouse addresses): See Attached Sheet Borrower has deposit accounts and/or investment accounts located only at the following institutions: Account Numbers: Liens existing effect on the Closing Date and disclosed to and accepted by Bank in writing: Investments existing on the Closing Date and disclosed to and accepted by Bank in writing: See Attached Chase and Xxxxxx Statements as of 11/30/01date hereof.