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 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION The undersigned authorized officer of 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"), (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 ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:

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 Name(s): [NAME OF BORROWER(S)] Date: $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (BankAMOUNT FINANCED) Phone # ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TOUpon consummation of this transaction, this document will also serve as the authorization for COMERICA BANK to disburse the loan proceeds as stated above. By: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Name: — Title: — Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal Xxxx Xxxxx, XX 00000 FROMX.X. Xxx 00 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: CORILLIAN CORPORATION Xxxxxx X. Xxxxx, Vice President Facsimile: (000) 000-0000 The undersigned authorized officer Officer of Corillian Corporation ("Borrower") Borrowers, hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower among Borrowers and Bank (the "“Agreement"”), (i) Borrower is Borrowers are in complete compliance for the period ending______________________________ ending with all required covenants covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrowers 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. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. Company Prepared F/S Monthly, within 45 days YES NO Compliance Certificate Monthly, within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that no borrowings may be requested at any time or date of determination that a Borrower is not in compliance with any of all the terms of set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: E-1 LOAN AGREEMENT Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and that compliance is determined not just improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the date this certificate is deliveredcash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMNEquinix Operating Co., Inc. – co-location provider Intellectual Property Collateral (Section 5.4) Nil. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Annual Prior Names (AuditedSection 5.5) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days Wescom Inc. (formerly) Xxxxxxxxxxxxxx.xxx 131124075 2003-10-09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom RH Positive Computer Systems 1984-07-10 RH Positive 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, Inc. (consent to use in the state of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:New Hampshire) 2007-08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypress

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 Authorized Signature (Bank) Phone # ________________ 29 EXHIBIT C BORROWING BASE CERTIFICATE Borrower: Synchronicity, Inc. Bank: Silicon Valley Bank Commitment Amount: $900,000.00 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. Balance of 50% over 90 day accounts $ 6. Concentration Limits $ 7. Foreign Accounts $ 8. Governmental Accounts $ 9. Contra Accounts $ 10. Promotion or Demo Accounts $ 11. 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 (____________ % 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. RESERVE POSITION (#16 minus #17 and #18) $ 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 Loan and Security Agreement between the undersigned and Silicon Valley Bank. ================================= COMMENTS: BANK USE ONLY SYNCHRONICITY, INC. Received By: ------------------- Date: --------------------------- By: Reviewed By: ------------------------------------ -------------------- Authorized Signature (Bank) Signer Compliance Status: Yes / No ================================= 30 EXHIBIT C D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION SYNCHRONICITY, INC. The undersigned authorized officer of Corillian Corporation ("Borrower") SYNCHRONICITY, INC 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"), (i) Borrower is in complete compliance for the period endingending __________________________________ 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 h 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YESPlease indicate compliance status by circling Yes/NO UNDER No under "COMPLIESComplies" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:column.

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: CORILLIAN CORPORATION SABA SOFTWARE, INC. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, XX 00000 The undersigned authorized officer of Corillian Corporation SABA SOFTWARE, INC. ("“Borrower"”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the "“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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) 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 ------------------ -------- ------------ Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within SEC Filings not available on XXXXX Within 5 days of after filing with SEC Yes No Annual 10K report & CC Annually Financial Projections FYE within 5 45 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:No

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: CORILLIAN QUICKLOGIC CORPORATION The undersigned authorized officer of Corillian QuickLogic Corporation ("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______________________________ 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YESPlease indicate compliance status by circling Yes/NO UNDER No under "COMPLIESComplies" COLUMNcolumn. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10-Q, 10-K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10and 8-K Within 5 days of after filing with SEC Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:Minimum Tangible Net Worth Monthly; $49,000,000 Yes No Have there been updates to Borrower's intellectual property, if appropriate? Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, QuickLogic Corporation Received by: AUTHORIZED SIGNER Date: SIGNATURE Verified: AUTHORIZED SIGNER TITLE Date: DATE Compliance Status: Yes No 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 # ___________________________________ ___________________________________ 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 COMERICA BANK-CALIFORNIA FROM: CORILLIAN CORPORATION CALICO COMMERCE, INC. The undersigned authorized officer of Corillian Corporation ("Borrower") 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"), (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 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. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ -------- Monthly financial statements Quarterly within 45 days (if Yes No minimum cash not maintained, monthly within 30 days) Annual (CPA Audited) financial statements FYE within 120 90 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly/Quarterly/Yearly Basis: Minimum Quick Ratio (quarterly) 2.50:1.00 _____:1.00 Yes No Minimum Effective Tangible Net Worth * $_____ Yes No Minimum Liquidity 2.00:1.00 _____:1.00 Yes No Debt Service Coverage** 1.50:1.00 _____:1.00 Yes No Maximum Quarterly Basis:Loss *** $______ Yes No Maximum Capital Expenditures (Yearly) $8,000,000 $______ Yes No * Borrower shall maintain a minimum, as of the last day of each quarter, an Effective Tangible Net Worth of at least One Million Dollars ($1,000,000) 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 ($15,000,000) 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 ($13,000,000).

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 COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN QUICKLOGIC CORPORATION 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 The undersigned authorized officer of Corillian QuickLogic Corporation ("“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______________________________ 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YESPlease indicate compliance status by circling Yes/NO UNDER "COMPLIES" COLUMNNo under “Complies” column. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) financial statements FYE Annual within 120 days of FYE Yes No Quarterly 10Q report & CC Quarterly within 5 Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of filing the end of each month Yes No Annual 10-Q, 10-K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10and 8-K Within 5 days of 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 (Adjusted) 1.40 to 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 Sincerely, Received by: AUTHORIZED SIGNER QuickLogic Corporation Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status: Yes No DATE 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

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 # _______________________________________ 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: CORILLIAN CANCERVAX CORPORATION The undersigned authorized officer of Corillian Corporation CANCERVAX CORPORATION ("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_______________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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YESPlease indicate compliance status by circling Yes/NO UNDER No under "COMPLIESComplies" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:column.

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 # _______________________________________ Authorized Requester ______________________________ Received By (Bank) Phone # ___________________________ Authorized Signature (Bank) Phone #___________________________ EXHIBIT C [Reserved] EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION The undersigned authorized officer of Corillian Corporation ("Borrower") MAXIM PHARMACEUTICALS, INC. 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"), (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 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ -------- Monthly financial statements Monthly within 30 days Yes No Annual (CPA Audited) financial statements FYE within 120 days Yes No Quarterly [10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& and 10K Within 5 days of after filing Yes No with the SEC] FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Monthly Basis: Remaining Months Liquidity 12 Months _____ Months Yes No BANK USE ONLY RECEIVED BY:____________________ DATE:________________ REVIEWED BY:____________________ COMPLIANCE STATUS: YES/NO COMMENTS REGARDING EXCEPTIONS: Sincerely, _______________________ Date:_______________ SIGNATURE ________________________ TITLE AGREEMENT TO PROVIDE INSURANCE GRANTOR: Maxim Pharmaceuticals, Inc. BANK: Silicon 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 0000 3000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION THRESHOLD PHARMACEUTICALS, INC. 900 Xxxxxxx Xxxxxxxxx Xxxxx 0X Xxxxx Xxx Xxxxxxxxx, XX 00000 The undersigned authorized officer of Corillian Corporation Threshold Pharmaceuticals, 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______________________________ 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 ------------------ -------- ------------ Monthly financial statements + CC Monthly within 30 days Yes No Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: ________________________________________ Sincerely, AUTHORIZED SIGNER THRESHOLD PHARMACEUTICALS, INC. Date: ______________________________________________ Verified: ___________________________________________ SIGNATURE Date: ______________________________________________ TITLE Compliance Status: Yes No Annual 10K report & CC Annually within 5 days Date I, the Secretary or Assistant Secretary of filing Yes No All 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 SEC filings than 10Q& 10K Within 5 days authorized corporate action) duly held the following resolutions were adopted. It is resolved that any one of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:the following officers of Borrower, whose name, title and signature is below: ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ 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 FROM: CROSSROADS SOFTWARE, INC. The undersigned authorized officer of Crossroads Software, Inc. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (i) 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 respect 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. Please indicate compliance status by circling Yes/No under "Complies" column. Reporting Covenant Required Complies ------------------ -------- -------- A/R and A/P Agings Monthly within 20 days Yes No Monthly financial statements Monthly within 30 days Yes No Borrowing Base Certificate Monthly within 20 days Yes No Annual (CPA Audited) FYE within 90 days Yes No Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Monthly Basis: Liquidity Coverage* 1.50:1.00 ____:1.00 Yes No *(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: ____________________________________ __________________________________________ Authorized Requester Phone # Verified: ________________________________ TITLE AUTHORIZED SIGNER __________________________________________ Date: ____________________________________ Received By (Bank) Phone # DATE Compliance Status: Yes No ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION The undersigned authorized officer of 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"), (i) Borrower is in complete compliance for the period ending______________________________ 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 ____ $____________ 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 true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with all required covenants except as noted below and (ii) all the representations and warranties set forth in the Loan and Security Agreement are true between the undersigned and correct Silicon Valley Bank. __________________________ COMMENTS: BANK USE ONLY ---- --- ---- Rec'd By: CROSSROADS SOFTWARE, INC. ______________ By: ______________________________ Auth. Authorized Signer Signer Date: _______________ Verified: __________________________ DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: Crossroads 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 all material respects on this datea principal amount up to $2,000,000. Attached are the required documents supporting the certificationPRIMARY PURPOSE OF LOAN. 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 footnotesprimary purpose of this loan is for business. SPECIFIC PURPOSE. The Officer acknowledges that no borrowings may be requested at any time or date specific purpose 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 ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis: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 # ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION SABA SOFTWARE, INC. 0000 Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx, XX 00000 The undersigned authorized officer of Corillian Corporation SABA SOFTWARE, INC. ("“Borrower"”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the "“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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary, which could result in damages or costs to Borrower or any Subsidiary of $500,000 or more and of which Borrower has not previously notified in writing to Bank. The Officer undersigned certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within SEC Filings not available on XXXXX Within 5 days of after filing with SEC Yes No Annual 10K report & CC Annually Financial Projections FYE within 5 45 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:No

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 Xxxxxxxxxx 00000 FROM: CORILLIAN CORPORATION OMNICELL, INC. 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 The undersigned authorized officer of Corillian Corporation Omnicell, 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_______________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 YESPlease indicate compliance status by circling Yes/NO UNDER "COMPLIES" COLUMNNo under “Complies” column. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Financial Statements* Quarterly / Monthly within 30 days Yes No Annual (Audited) financial statements FYE within 120 90 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& -K, 10-Q, and 8K Within 5 days of after filing SEC Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on 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 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: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 (Adjusted) for each of the 3 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 three (3) Business Days prior to the date such Credit Extension is to be made, a report of Borrower’s Tangible Net Worth for each of the 3 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 Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER OMNICELL, INC. Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status: Yes No DATE 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

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 LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (Bank) Phone # ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx“Supplement”), XX 00000 FROM: CORILLIAN CORPORATION The undersigned authorized officer of Corillian Corporation ("Borrower") certifies that under to the terms and conditions of the Amended and Restated Loan and Security Agreement dated as of January 31, 2006 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”), by and between Borrower the undersigned (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the "respective meanings given to such terms in the Loan Agreement"). To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (iEquipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in complete compliance for its respective books and records, the period ending______________________________ with all required covenants except as noted below applicable interest rate applicable to the Funding Date of the Equipment Facility Advance contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (iib) all the representations and warranties made by Borrower in the Loan 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 date hereof and will be true and correct in accordance with Generally Accepted Accounting Principles all material respects on such Funding Date; and (GAAPc) 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 it is not in compliance with any Sections 6.8(a) and 6.9 of the terms Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of the Agreementday and year first above written. Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule The Financed Equipment being financed with the Equipment Facility Advance with respect to which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Facility Advance, this schedule automatically shall be deemed to be a part of the Collateral. Loan Funding Date: , 200 Original Loan Amount: $ Equipment Facility Interest Rate: % Scheduled Payment Dates and that compliance is determined not just at the date this certificate is deliveredAmounts*: One (1) payment of $ due payment of $ due monthly in advance from through . PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMNOne (1) payment of $ due . REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Annual (Audited) financial statements FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:Maturity Date: 1 3 4 . . . [36]

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: CORILLIAN QUICKLOGIC CORPORATION 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000-0000 The undersigned authorized officer of Corillian QuickLogic Corporation ("“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______________________________ 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YESPlease indicate compliance status by circling Yes/NO UNDER "COMPLIES" COLUMNNo under “Complies” column. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Monthly financial statements + CC Monthly within 45 days Yes No Annual (Audited) financial statements FYE Annual within 120 days of FYE Yes No Quarterly 10Q report & CC Quarterly within 5 Board Approved Projections Prior to December 20th Yes No Accounts Payable and Accounts Receivable Listings Within 30 days of filing the end of each month Yes No Annual 10-Q, 10-K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10and 8-K Within 5 days of after filing with SEC Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on Minimum Tangible Net Worth Monthly; $31,000,000 Yes No Quick Ratio (Adjusted) 1.55to 1.00 Yes No Have there been updates to Borrower’s intellectual property, if appropriate? Yes No Comments Regarding Exceptions: See Attached. Sincerely, QuickLogic Corporation SIGNATURE TITLE DATE Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No I, the Secretary or Assistant Secretary of QuickLogic Corporation (“Borrower”), CERTIFY that Borrower is a Quarterly Basiscorporation 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:

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 __________________________________________ Authorized Requester Phone # __________________________________________ Received By (Bank) __________________________________________ Received By (Bank) Phone # ___________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 FROM: CORILLIAN CORPORATION KOSAN BIOSCIENCES INCORPORATED The undersigned authorized officer of Corillian Corporation Kosan Biosciences Incorporated ("“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______________________________ 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 that representations and warranties expressly referring to another date shall be true and correct in all material respects as of that 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, to the knowledge of Borrower’s Responsible Officers 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. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- ------------ Monthly financial statements + CC Monthly within 30 days Yes No Quarterly* FQE within 45 days Yes No Annual (Audited) financial statements )* FYE within 120 days Yes No Quarterly 10Q report & CC Quarterly within 5 days of filing A/R Audit** Initial and Annual Yes No Annual 10K report & CC Annually within 5 days of filing Yes No All other SEC filings than 10Q& 10K Within 5 days of filing Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis:* May be satisfied by public records (e.g., Xxxxx) ** Required only if accounts receivable included in RML covenant compliance calculation