Common use of TELEPHONE REQUEST Clause in Contracts

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement ), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 . Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ----------------------------------------- ------------------------------ Authorized Requester Phone # ----------------------------------------- ------------------------------ Received By (Bank) Phone # ----------------------------------------- Authorized Signature (Bank) EXHIBIT C B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME ULTRADATA CORPORATION The undersigned authorized officer of HEARME ULTRADATA Corporation hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants -------------- except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Quarterly financial statements1 statements Quarterly within 45 days1 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 A/R & A/P Agings Monthly within 25 days after filing with SEC (if Advances) Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 A/R Audit Initial Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY COMERICA BANK - CALIFORNIA FROM: HEARME RIGEL PHARMACEUTICALS, INC. The undersigned authorized officer of HEARME RIGEL PHARMACEUTICALS, INC. hereby certifies on behalf and in the name of the Borrower that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 . Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10K and 8-K Within 5 days after filing 10Q (as applicable) Yes No Total amount of Borrower’s cash and investments Amount: $ Yes No Total amount of Borrower’s cash and investments maintained with SEC Bank Amount: $ Yes No Financial Covenant Required Actual Complies Maintain on On a Quarterly Basismonthly basis: Minimum Adjusted Quick Ratio 1.75:1.002 _____1.50:1.00 :1.00 Yes No Minimum Revenue 3 $_____ RML 8.00:1.00 :1.00 Yes No Profitability Quarterly 4 $___________ If RML falls below 8.00 to 1.00 100% Cash Security $ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY No Received by: Sincerely, AUTHORIZED SIGNER RIGEL PHARMACEUTICALS, INC. Date: By: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME THRESHOLD PHARMACEUTICALS, INC. 900 Xxxxxxx Xxxxxxxxx Xxxxx 0X Xxxxx Xxx Xxxxxxxxx, XX 00000 The undersigned authorized officer of HEARME Threshold Pharmaceuticals, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: ________________________________________ Sincerely, AUTHORIZED SIGNER THRESHOLD PHARMACEUTICALS, INC. Date: ______________________________________________ Verified: SIGNATURE ___________________________________________ AUTHORIZED SIGNER SIGNATURE Date: ______________________________________________ TITLE Compliance Status Status: Yes No DATEDate CORPORATE BORROWING RESOLUTION Borrower: Threshold Pharmaceuticals, Inc. 900 Xxxxxxx Xxxxxxxxx Xxxxx 0X Xxxxx Xxx Xxxxxxxxx, XX 00000 Bank: Silicon Valley Bank 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000-0000 I, the Secretary or Assistant Secretary of Threshold Pharmaceuticals, Inc. (“Borrower”), CERTIFY that Borrower is a corporation existing under the laws of the State of Delaware. I certify that at a meeting of Borrower’s Directors (or by other authorized corporate action) duly held the following resolutions were adopted. It is resolved that any one of the following officers of Borrower, whose name, title and signature is below: NAMES POSITIONS ACTUAL SIGNATURES ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ may act for Borrower and: Borrow Money. Borrow money from Silicon Valley Bank (“Bank”). Execute Loan Documents. Execute any loan documents Bank requires.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME QUICKLOGIC CORPORATION 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 The undersigned authorized officer of HEARME QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant and Financial Covenants Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 days Yes No Annual (CPA Audited) Annual within 120 of FYE within 90 Yes No Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of the end of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Tangible Net Worth Monthly; $33,000,000 Yes No Quick Ratio 1.75:1.002 _____:(Adjusted) 1.40 to 1.00 Yes No Minimum Revenue 3 $_____ Have there been updates to Borrower’s intellectual property, if appropriate? Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Sincerely, AUTHORIZED SIGNER QuickLogic Corporation Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATEDATE EXHIBIT D BORROWING BASE CERTIFICATE Borrower: Quicklogic Corporation Bank: Silicon Valley Bank 0000 Xxxxxxx Xxxxx 0000 Xxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 Xxxxx Xxxxx, XX 00000 Commitment Amount: $8,000,000 ACCOUNTS RECEIVABLE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ________________________________________________________________________________ Authorized Requester Phone # 27 ________________________________________________________________________________ Received By (Bank) Phone # ______________________________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME CANCERVAX CORPORATION The undersigned authorized officer of HEARME CANCERVAX CORPORATION ("Borrower"), certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date (except for those representations and warranties that expressly speak as of an earlier date, which continue to be true and correct in all material respects, in each case as of such earlier date). Attached are the required documents supporting the certification. The Officer certifies that these any financial calculations set forth herein are based upon financial information (as applicable) contained in Borrower's financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained next, subject to, in an accompanying letter or footnotesthe case of interim financial statements, the absence of footnote disclosure and normal year-end adjustments. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the material terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered delivered. Please indicate compliance status by circling Yes/No under Complies "Complies" column. Reporting Covenant Required Complies Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ______________________________________________________________________________ Authorized Requester Phone # Received By (Bank) Phone # __________________________________ Authorized Signature (Bank) Phone #___________________________ EXHIBIT C [Reserved] EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME MAXIM PHARMACEUTICALS, INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/No under Complies columnNO UNDER "COMPLIES" COLUMN. Reporting Covenant Required Complies Quarterly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No [10Q and 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies with the SEC] FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Monthly Basis: Minimum Quick Ratio 1.75:1.002 Remaining Months Liquidity 12 Months _____ Months Yes No BANK USE ONLY RECEIVED BY:_____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceedDATE:________________ REVIEWED BY:____________________ COMPLIANCE STATUS: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received byYES/NO COMMENTS REGARDING EXCEPTIONS: Sincerely, AUTHORIZED SIGNER _______________________ Date:_______________ SIGNATURE ________________________ TITLE AGREEMENT TO PROVIDE INSURANCE GRANTOR: VerifiedMaxim Pharmaceuticals, Inc. BANK: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATESilicon Valley Bank --------------------------- INSURANCE REQUIREMENTS. MAXIM PHARMACEUTICALS, INC. ("Grantor") understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Bank. These requirements are set forth in the Loan Documents. The following minimum insurance coverages must be provided on the following described collateral (the "Collateral"):

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. _________________________________ _______________________ Authorized Requester Phone # _________________________________ _______________________ Received By (Bank) Phone # _________________________________________ Authorized Signature (Bank) _______________________________________________________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME CROSSROADS SOFTWARE, INC. The undersigned authorized officer of HEARME Crossroads Software, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower Borrow is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this daterespect as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 . Please indicate compliance status by circling Yes/No under Complies "Complies" column. Reporting Covenant Required Complies Quarterly ------------------ -------- -------- A/R and A/P Agings Monthly within 20 days Yes No Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Borrowing Base Certificate Monthly within 20 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Quarterly Monthly Basis: Minimum Quick Ratio 1.75:1.002 _Liquidity Coverage* 1.50:1.00 ____:1.00 Yes No Minimum Revenue 3 $*(a) the sum of (i) unrestricted cash and cash equivalents plus (ii) the amount ---- of Revolving Advances able to be borrowed but not borrowed under Section 2.1.2. divided by the outstanding balance of all Obligations Borrower owes to Bank, of ---------- at least (a) one and one-half (1.50) times the outstanding amount of Equipment Advances under Sections 2.1.1 and 2.1.3 _____________________________________________ Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: _____________________________ AUTHORIZED SIGNER __________________________________________ SIGNATURE Date: ____________________________________ __________________________________________ Verified: ________________________________ TITLE AUTHORIZED SIGNER __________________________________________ Date: ____________________________________ DATE Compliance Status: Yes No Profitability Quarterly 4 _____________________________________________ EXHIBIT E BORROWING BASE CERTIFICATE _______________________________________________________________________________ Borrower: Crossroads Software, Inc. Lender: Silicon Valley Bank Revolving Commitment Amount: $1,500,000 _______________________________________________________________________________ ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of ____ $____________ Yes No 1 Monthly when unrestricted cash 2. Additions (please explain on reverse) $____________ 3. TOTAL ACCOUNTS RECEIVABLE $____________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 120 days due $____________ 5. Balance of 50% over 90 day accounts $____________ 6. Concentration Limits $____________ 7. Foreign Accounts $____________ 8. Governmental Accounts $____________ 9. Contra Accounts $____________ 10. Promotion or Demo Accounts $____________ 1l. Intercompany/Employee Accounts $____________ 12. Other (please explain on reverse) $____________ 13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $____________ 14. Eligible Accounts (#3 minus #13) $____________ 15. LOAN VALUE OF ACCOUNTS (80% of #14) $____________ BALANCES 16. Maximum Loan Amount $ ____________ 17. Total Funds Available [Lesser of #16 or #15] $____________ 18. Present balance owing on Line of Credit $____________ 19. Outstanding under Sublimits ( ) $____________ 20. Outstanding under Sublimits (Outstanding Letters of Credit) $____________ 21. Outstanding under Sublimits (Foreign Exchange Reserve) $____________ 22. Outstanding under Sublimits (Outstanding Cash Management) $____________ 23. RESERVE POSITION (#17 minus #00, #00, #00, #00 and #22) $____________ The undersigned represents and warrants that the foregoing is less than $25,000,000true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Silicon Valley Bank. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed__________________________ COMMENTS: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by---- --- ---- Rec'd By: SincerelyCROSSROADS SOFTWARE, AUTHORIZED SIGNER INC. ______________ By: ______________________________ Auth. Authorized Signer Signer Date: _______________ Verified: SIGNATURE AUTHORIZED SIGNER Date__________________________ DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: TITLE Compliance Status Yes No DATECrossroads Software, Inc. Bank: Silicon Valley Bank =============================================================================== LOAN TYPE. This is a variable rate, revolving line of credit of a principal amount up to $1,500,000, with subfacilities of up to $850,000 for letters of credit, foreign exchange and cash management, and a new equipment facility in a principal amount up to $2,000,000. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for business. SPECIFIC PURPOSE. The specific purpose of this loan is: Short Term Working Capital.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Gxxx Xxxx\PA\10260242.6 1090371-981500 21 _____________________________________________ Authorized Signature (Bank) Gxxx Xxxx\PA\10260242.6 1090371-981500 22 EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK COMERICA BANK-CALIFORNIA FROM: HEARME COORDINATED CARE SOLUTIONS, INC. The undersigned authorized officer of HEARME Coordinated Care Solutions, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required financial documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 . Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly financial statements1 Quarterly statements Monthly within 45 days1 40 days Yes No Annual (CPA Audited) financial statements FYE within 90 150 days * Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC 10Q (as applicable) Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly BasisTotal amount of Borrower’s cash and investments Amount: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted Total amount of Borrower’s cash is less than and investments maintained with Bank Amount: $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status ________ Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME QUICKLOGIC CORPORATION The undersigned authorized officer of HEARME QuickLogic Corporation ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies "Complies" column. Reporting Covenant and Financial Covenants Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Tangible Net Worth Monthly; $49,000,000 Yes No Minimum Revenue 3 $_____ Have there been updates to Borrower's intellectual property, if appropriate? Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, QuickLogic Corporation Received by: Sincerely, AUTHORIZED SIGNER Date: SIGNATURE Verified: SIGNATURE AUTHORIZED SIGNER TITLE Date: TITLE DATE Compliance Status Status: Yes No DATEINTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement is entered into as of June , 2002 by and between SILICON VALLEY BANK ("Bank") and QUICKLOGIC CORPORATION ("Grantor").

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement ), (i) Borrower is in complete compliance for the period ending ________________________________________________________________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: LEXAR MEDIA, INC. 00000 Xxxxxxx Xxxxxxx Xxxxxxx, XX 00000 The undersigned authorized officer of Lexar Media, Inc. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R Audit Initial and Twice annually Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly BasisMaintain: Minimum Quick Ratio 1.75:1.002 (Adjusted) (on a monthly basis)1 1.50:1.00 _____:___: 1.00 Yes No Minimum Revenue 3 Tangible Net Worth (at all times)2 Fiscal Quarter Ending TNW $_____ Yes No Profitability Quarterly 4 $___________ Yes No 12/31/03 03/31/04 06/30/04 09/30/04 12/31/04 03/31/05 $130MM $150MM $150MM See Agreement See Agreement See Agreement Have there been updates to Borrower’s intellectual property, if appropriate? Yes No 1 Monthly when Minimum Quick Ratio is a ratio of Quick Assets to Current Liabilities, minus (y) current Deferred Revenue and (z) the Samsung L/C. Quick Assets means on any date, the sum of Borrower’s consolidated, unrestricted cash and cash equivalents plus net billed accounts receivable determined according to GAAP. Current Liabilities means the difference of : (A) the sum of: (i) the aggregate amount of Borrower’s Total Liabilities which mature within one (1) year, plus (ii) the Revolving Obligations, minus (B) the aggregate face amount of letters of credit fully secured with cash or cash equivalents. Revolving Obligations is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarterthe sum of: (i) any amounts deemed outstanding under the Cash Management Services Sublimit, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 plus ($12,500,000ii) 9/30/00 the amount of all outstanding Letters of Credit ($12,000,000including drawn but unreimbursed Letters of Credit), plus (iii) 12/31/00 the FX Reserve, plus ($11,500,000iv) 3/31/01 the Subsidiary FX Reserve, plus ($11,000,000v) outstanding Advances Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Sincerely, AUTHORIZED SIGNER LEXAR MEDIA, INC. Date: /s/ Illegible Verified: SIGNATURE AUTHORIZED SIGNER CFO Date: TITLE Compliance Status Status: Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. _______________________________________ _________________________ Authorized Requester Phone # _______________________________________ _________________________ Received By (Bank) Phone # _______________________________________ Authorized Signature (Bank) ______________________________________________________________________________ EXHIBIT C B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME PHOENIX TECHNOLOGIES LTD. The undersigned authorized officer of HEARME Phoenix Technologies Ltd. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), except as indicated in an attachment hereto, (i) Borrower is in complete compliance for the period ending ended ___________________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies REPORTING COVENANT REQUIRED COMPLIES Quarterly financial statements1 statements Quarterly within 45 days1 50 days Yes No Annual (CPA Audited) FYE within 90 95 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 Ratio* 1.75:1.0 _____:1.00 1.0 Yes No Minimum Revenue 3 Tangible Net Worth $32,000,000 $________ Yes No Profitability Maximum Debt/Tangible Net Worth* 0.75:1.0 _____:1.0 Yes Profitability: Quarterly 4 ** $________ Yes * excluding deferred revenues ** no quarterly loss from operations may exceed $500,000 __________________________________________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceedCOMMENTS REGARDING EXCEPTIONS: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: BANK USE ONLY See Attached. BANK USE ONLY Received by: _____________________________ AUTHORIZED SIGNER Sincerely, Date: ____________________________________ _____________________________ SIGNATURE Verified: ________________________________ AUTHORIZED SIGNER _____________________________ TITLE Date: Verified____________________________________ _____________________________ Compliance Status: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATEDATE __________________________________________

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ------------------------------------- --------------------------- Authorized Requester Phone # ------------------------------------- --------------------------- Received By (Bank) Phone # ------------------------------------- Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME INVISION TECHNOLOGIES, INC. The undersigned authorized officer of HEARME Invision Technologies, Inc. ("Borrower") certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/No under Complies columnNO UNDER "COMPLIES" COLUMN. Reporting Covenant Required Complies Quarterly REPORTING COVENANT REQUIRED COMPLIES Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 20 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a Quarterly Basis*: Minimum Quick Ratio 1.75:1.002 (Adjusted) 1.25:1.00 _____:1.00 Yes No Minimum Revenue 3 $Maximum Debt/Tangible Net Worth 1.00:1.00 _____ _:1.00 Yes No Profitability Profitability: Quarterly 4 & Annually $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000*if no outstanding Credit Extensions including issued letters of credit, otherwise on a monthly basis. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding ExceptionsCOMMENTS REGARDING EXCEPTIONS: See Attached. Sincerely, Invision Technologies, Inc. --------------------------------------- SIGNATURE --------------------------------------- TITLE --------------------------------------- DATE BANK USE ONLY Received by: Sincerely, --------------------------------------- AUTHORIZED SIGNER Date: ---------------------------------------------- Verified: SIGNATURE ------------------------------------------ AUTHORIZED SIGNER Date: TITLE ---------------------------------------------- Compliance Status Status: Yes No DATESchedule of permitted investments: Imatron Federal Systems, Inc. InVision Foreign Sales, Inc. InVision International, Inc. Quantum Magnetics, Inc.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ___________________________________ ___________________________________ Authorized Requester Phone # Received By (Bank) ___________________________________ ___________________________________ Authorized Requester Phone # _________________________________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK COMERICA BANK-CALIFORNIA FROM: HEARME CALICO COMMERCE, INC. The undersigned authorized officer of HEARME Calico Commerce, Inc.C. hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending ________________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies Quarterly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements1 statements Quarterly within 45 days1 days (if Yes No minimum cash not maintained, monthly within 30 days) Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Monthly/Quarterly/Yearly Basis: Minimum Quick Ratio 1.75:1.002 (quarterly) 2.50:1.00 _____:1.00 Yes No Minimum Revenue 3 Effective Tangible Net Worth * $_____ Yes No Profitability Quarterly 4 $Minimum Liquidity 2.00:1.00 _____:1.00 Yes No Debt Service Coverage** 1.50:1.00 _____:1.00 Yes No Maximum Quarterly Loss *** $______ Yes No 1 Monthly when unrestricted cash is less than Maximum Capital Expenditures (Yearly) $25,000,000. 2 Monthly when unrestricted cash is less than 8,000,000 $25,000,000. 3 Greater than previous ______ Yes No * Borrower shall maintain a minimum, as of the last day of each quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 an Effective Tangible Net Worth of at least One Million Dollars ($12,500,0001,000,000) 9/30/00 until October 31, 1999; on and after October 31, 1999, Borrower shall maintain, as of the last day of each quarter, an Effective Tangible Net Worth of at least Fifteen Million Dollars ($12,000,00015,000,000) 12/31/00 plus eighty percent (80%) of the new equity raised after October 31, 1999 and 75% of net profit after tax. Notwithstanding the foregoing, if Borrower does not retain a balance of unrestricted cash, cash equivalents and short-term marketable securities of at least $20,000,000 on its balance sheet, this covenant shall be measured on a monthly basis. ** Debt Service Coverage replaces Liquidity after 6 consecutive months of DSC>1.50:1.00 *** Borrower shall not permit its losses for any two consecutive fiscal quarters (with losses calculated in accordance with GAAP, but excluding (i) one time non-cash charges for acquisitions that Borrower makes with its own capital stock, (ii) amortization of goodwill and (iii) non-cash stock compensation charges) to exceed Thirteen Million Dollars ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE13,000,000).

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. -------------------------------- ---------------------------------- Authorized Requester Phone # -------------------------------- ---------------------------------- Received By (Bank) Phone # -------------------------------- Authorized Signature (Bank) EXHIBIT C B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME MMC NETWORKS, INC. The undersigned authorized officer of HEARME MMC NETWORKS, INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/No under Complies columnNO UNDER "COMPLIES" COLUMN. Reporting Covenant Required Complies Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- 10-Q, 10K and 8-K + Annual Report Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Compliance Certificate Quarterly within 50 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 1.75:1.00 _____:1.00 Yes No Minimum Revenue 3 Maximum Debt/Tangible Net Worth 1.25:1.00 _____:1.00 Yes No Profitability: Quarterly $_________ Yes No Profitability Quarterly 4 One quarterly loss not to $500,000 Yes No exceed: --------------------------------------------------- BANK USE ONLY Received by:_______________________________________ AUTHORIZED SIGNER Date:______________________________________________ Verified:__________________________________________ AUTHORIZED SIGNER Date:______________________________________________ Compliance Status: Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions--------------------------------------------------- COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER DateMMC NETWORKS, INC. ___________________________________________ SIGNATURE ___________________________________________ TITLE ___________________________________________ DATE SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: VerifiedMMC NETWORKS, INC. LOAN OFFICER: XXXX XXXX DATE: MAY 7, 1998 REVOLVING LOAN FEE $14,000.00 CREDIT REPORT 35.00 DOCUMENTATION FEE 750.00 TOTAL FEE DUE $14,785.00 ------------- ========== PLEASE INDICATE THE METHOD OF PAYMENT: { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. {X} DEBIT DDA # __________________ FOR THE TOTAL AMOUNT. { } LOAN PROCEEDS BORROWER: /s/ Uday Bellary BY:___________________________________ Uday Bellary /s/ Xxxxx Xxxxx 6/16/98 ______________________________________ SILICON VALLEY BANK (DATE) ACCOUNT OFFICER'S SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of May 7, 1998, by and between MMC NETWORKS, INC. ("Borrower") and Silicon Valley Bank ("Bank"). In connection with the Loan Agreement being concurrently executed between Borrower and Bank, Borrower agrees as follows:

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME QUICKLOGIC CORPORATION 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 The undersigned authorized officer of HEARME QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter letter, footnotes or footnotesyear end adjustments. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant and Financial Covenants Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 days Yes No Annual (CPA Audited) Annual within 120 of FYE within 90 Yes No Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of the end of each month Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Tangible Net Worth Monthly; $31,000,000 Yes No Quick Ratio 1.75:1.002 _____:(Adjusted) 1.55to 1.00 Yes No Minimum Revenue 3 $_____ Have there been updates to Borrower’s intellectual property, if appropriate? Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. Sincerely, QuickLogic Corporation SIGNATURE TITLE DATE BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATEEXHIBIT D CORPORATE BORROWING RESOLUTION Borrower: QuickLogic Corporation 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 Bank: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000-0000 I, the Secretary or Assistant Secretary of QuickLogic Corporation (“Borrower”), CERTIFY that Borrower is a corporation duly organized and existing under the laws of the State of Delaware. I certify that at a meeting of Borrower’s Board of Directors (or by other authorized corporate action) duly held, the following resolutions were adopted: It is resolved that any one of the following officers of Borrower, whose name, title and signature is below: NAMES POSITIONS ACTUAL SIGNATURES

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME DELTAGEN, INC. The undersigned authorized officer of HEARME Deltagen, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly* financial statements1 Quarterly statements + CC Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 days As soon as available Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Intellectual Property reports Within 30 days of quarter end Yes No Minimum Revenue 3 $_____ Annual Projections Within 30 days of fiscal year end Yes No Profitability Quarterly 4 $___________ Yes No 1 *Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATEduring the continuation of a Liquidity Triggering Event

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. _______________________________________ ______________________________ Authorized Requester Phone # _______________________________________ ______________________________ Received By (Bank) Phone # ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME CORILLIAN CORPORATION The undersigned authorized officer of HEARME Corillian Corporation ("Borrower") certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending ending______________________________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No under Complies column. Reporting Covenant Required Complies Quarterly financial statements1 10Q report & CC Quarterly within 45 days1 5 days of filing Yes No Annual (CPA Audited) FYE 10K report & CC Annually within 90 5 days of filing Yes No All other SEC filings than 10Q& 10-Q, 10K and 8-K Within 5 days after of filing with SEC Yes No Financial Covenant Required Actual Complies FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ---------------------------------- -------------------------------------- Authorized Requester Phone # ---------------------------------- -------------------------------------- Received By (Bank) Phone # ------------------------------------------ Authorized Signature (Bank) ================================================================================ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME ABGENIX, INC. The undersigned authorized officer of HEARME Abgenix, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached are hereto is a copy of Borrower's financial statements for such period, which the required documents supporting the certification. The Officer undersigned officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) as consistently applied from one period to the next next, except as explained in an accompanying letter or footnotes. The Officer 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 PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies REPORTING COVENANT REQUIRED COMPLIES Quarterly financial statements1 Financials Quarterly within 45 days1 days Yes No Audited Annual (CPA Audited) Financials FYE within 90 days Yes No 10-Q, Q (Guarantor) Quarterly within 5 days of filing Yes No 10K and 8-K Within (Guarantor) FYE within 5 days after of filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Monthly Financials See Agreement Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxxxxxxx 00000 FROM: HEARME OMNICELL, INC. 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 The undersigned authorized officer of HEARME Omnicell, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Financial Statements* Quarterly financial statements1 Quarterly / Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-K, 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 30 days Yes No A/R Audit Initial and semi-annual Yes No Borrowing Base Certificate Monthly within 30 days Yes No Financial Covenant Required Actual Complies Maintain on As of the end of the month Before 6/30/03 After 7/1/03 Tangible Net Worth** $16,000,000 $18,000,000 Yes No Quick Ratio*** 1.30:1.00 1.50:1.00 Yes No *So long as there are no outstanding Obligations, as soon as available, but no later than 30 days after the last day of each fiscal quarter, a Quarterly Basis: Minimum company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; provided, however, that if Borrower requests a Credit Extension from Bank, then Borrower shall deliver to Bank, not less than three (3) Business Days prior to the date such Credit Extension is to be made, such company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for the 3-month period immediately preceding such request and then thereafter, so long as any Obligations are outstanding, as soon as available, but no later than 30 days after the last day of each month, Borrower shall deliver to Bank such company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank. **So long as there are no outstanding Obligations, Borrower will maintain the applicable ratio as of the last day each fiscal quarter; provided, further, that if Borrower requests a Credit Extension from Bank during such fiscal quarter, then Borrower shall deliver to Bank, not less than three (3) Business Days prior to the date such Credit Extension is to be made, a report of Borrower’s Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue (Adjusted) for each of the 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is months immediately preceding such request and monthly thereafter and Bank shall reserve the right to declare an Event of Default for any previous violations of the above covenant. ***So long as there are no outstanding Obligations, Borrower will maintain the applicable Tangible Net Worth as of the last day each fiscal quarter; provided, further, that if Borrower requests a Credit Extension from Bank during such fiscal quarter, then Borrower shall deliver to Bank, not less than $25,000,000. 2 Monthly when unrestricted cash three (3) Business Days prior to the date such Credit Extension is less than $25,000,000. to be made, a report of Borrower’s Tangible Net Worth for each of the 3 Greater than months immediately preceding such request and monthly thereafter and Bank shall reserve the right to declare an Event of Default for any previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) violations of the above covenant Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER OMNICELL, INC. Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATEDATE EXHIBIT D BORROWING BASE CERTIFICATE Borrower: OMNICELL, INC. Bank: Silicon Valley Bank 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Commitment Amount: $7,500,000 ACCOUNTS RECEIVABLE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. --------------------------------------------------- ----------------------- Authorized Requester Phone # --------------------------------------------------- ----------------------- Received By (Bank) Phone # --------------------------------------------- Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY COMERICA BANK - CALIFORNIA FROM: HEARME THE MEDICINES COMPANY The undersigned authorized officer of HEARME THE MEDICINES COMPANY hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies Quarterly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, Management Letter from Borrower's CPA firm FYE within 90 days Yes No Annual Budget FYE within 90 days Yes No 10K and 8-K Within 5 days after filing with SEC 10Q (as applicable) Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ------------------------------------- ---------------------------------------- Authorized Requester Phone # ------------------------------------- ---------------------------------------- Received By (Bank) Phone # ---------------------------------------- Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: HEARME CORILLIAN CORPORATION The undersigned authorized officer of HEARME CORILLIAN CORPORATION ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/No under Complies columnNO UNDER "COMPLIES" COLUMN. Reporting Covenant Required Complies REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Quarterly financial statements1 10-Q Report Quarterly within 45 days1 5 days of filing & Yes No Comp.Cert. Annual (Audited) Financial Statement FYE within 120 days Yes No Annual (CPA Audited) FYE 10-K Report & Comp. Cert. Annually within 90 5 days of filing Yes No Deferred Revenue Listing Monthly within 20 days of month-end Yes No All SEC filings other than 10-Q, Q and 10K and 8-K Within 5 days after of filing with SEC Yes No Financial Covenant Required Actual Complies A/R & A/P Agings(1) Monthly within 20 days Yes No A/R Audit(2) Annual Yes No Borrowing Base Certificate(1) Monthly within 20 days Yes No FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES ------------------- ----------- ------ -------- Maintain on a Quarterly Basis: Tangible Net Worth: $30,000,000 Yes No Minimum Adjusted Quick Ratio 1.75:1.002 _____Ratio(3) 2.00:1.00 :1.00 Yes No Minimum Revenue 3 $_____ Debt Service Coverage Ratio(3) 2.00:1.00 :1.00 Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly ---------- (1) Required when unrestricted cash Borrowing Base is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATEapplicable.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ----------------------------------- ---------------------------- Authorized Requester Phone # ----------------------------------- ---------------------------- Received By (Bank) Phone # -------------------------------------- Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME E-LOAN, INC. The undersigned authorized officer of HEARME E-Loan, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered delivered. Please indicate compliance status by circling YesPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/No under Complies columnNO UNDER "COMPLIES" COLUMN. Reporting Covenant Required Complies Quarterly REPORTING COVENANT REQUIRED COMPLIES Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a Quarterly the following Basis: Minimum Quick Ratio 1.75:1.002 (Monthly) 2.0:1.0 _____:1.00 1.0 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $Liquidity Ratio (Monthly)(1) 2.0:1.0 _____:1.0 Yes No Minimum Debt Service(Quarterly)(2) 1.5:1.0 ______ :1.0 Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. _______________________________________________________________________________________________________________________ Authorized Requester Phone # _______________________________________________________________________________________________________________________ Received By (Bank) Phone # _______________________________________________________________________________________________________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME XENOGEN CORPORATION 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000 The undersigned authorized officer of HEARME XENOGEN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer 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 delivered. Please indicate compliance status by circling Yes/No under Complies “Complies” column. Reporting Covenant Required Complies Quarterly Monthly financial statements1 Quarterly statements + CC Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-QA/R, 10K and 8-K Within 5 A/P Agings, Deferred Revenue Schedule Monthly within 30 days after filing with SEC last day of month Yes No Financial Covenant Required Projections Initial and FYE within 45 days Yes No A/R Audit Annual Yes No Threshold Event Minimum Actual Complies Maintain on a Quarterly Basis: Minimum Trigger Modified Quick Ratio 1.75:1.002 _____2.00:1.00 :1.00 Yes No Covenants Minimum Revenue 3 $_____ Actual Trigger Remaining Months Liquidity Ratio 6.00:1.00* :1.00 Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000* 4.00:1.00 until October 31, 2005 Borrower only has deposit accounts located at the following institutions: . 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER XENOGEN CORPORATION SIGNATURE TITLE DATE EXHIBIT D LOAN AND SECURITY AGREEMENT (ASSET BASED FACILITY) Silicon Valley Bank Loan and Security Agreement (Asset Based Facility) Borrowers: XENOGEN CORPORATION a Delaware corporation Address: 000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000 XENOGEN BIOSCIENCES CORPORATION an Ohio corporation 0 Xxxxx Xxxxx Xxxxx Xxxxxxxx, Xxx Xxxxxx 00000 Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATEAugust 2, 2005 THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into on the above date among SILICON VALLEY BANK (“Silicon”), whose address is 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, Xenogen Corporation (the “Parent”), whose chief executive office is located at the above address (“Parent’s Address”) and its wholly owned subsidiary, Xenogen Biosciences Corporation (“XBC”), whose chief executive office is located at the above address (“XBC’s Address”) (Parent and XBC are individually each a “Borrower”, and separately and collectively, the “Borrowers”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) This Agreement shall only become effective upon the occurrence of a Threshold Event in accordance with Section 9.19.