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. $1,000,000 Palo Alto, California Date: December 20, 2004 VERSATA, INC. (“Borrower”), for value received, hereby promises to pay to the order of Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of December 20,2004, by and between Borrower and Bank (the “Loan Agreement”), (i) the principal amount of $1,000,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Revolving Maturity Date. This Note is referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VERSATA, INC. By: Print Name: Title: TO: VENTURE BANKING GROUP, A DIVISION OF GREATER BAY BANK N.A. FROM: VERSATA, INC. The undersigned authorized officer of VERSATA, INC. hereby certifies that in accordance with 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 of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). 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), subject to the absence of footnotes and normal year-end adjustments in the case of interim financial statements, 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.

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. ________________________________________ Phone # ____________________________ Authorized Requester ________________________________________ Phone # ____________________________ Received by (Bank) --------------------------------------- Authorized Signature (Bank) EXHIBIT B 37 EXHIBIT C FORM OF NOTE $1,000,000 Palo Alto12,500,000.00 August 15, California 1998 Xxxxxxxx, Xxxxxxxxxx Xx xxx Revolving Maturity Date: December 20, 2004 VERSATA, INC. (“Borrower”)and as hereinafter provided, for value received, hereby the undersigned promises to pay to the order of Venture Banking GroupIMPERIAL BANK, a division of Greater Bay Bank N.A. California banking corporation (“Bank”"BANK"), or order, at its Santa Clarx Xxxley Regional office in San Jose, California, the lesser of (i) the principal sum of $12,500,000.00 or (ii) such sums up to such maximum as the Bank may now or hereafter advance to or for the benefit of the undersigned in accordance with the terms of that certain Amended and Restated Loan and Security Agreement dated of even date herewith, by and among the undersigned and Bank, as the same may be amended from time to time (the "LOAN AGREEMENT"), together with interest from the date of disbursement on the unpaid principal balance at a rate of interest equal to the Prime Rate (as defined in the Loan Agreement), which shall vary concurrently with any change in the Prime Rate. Interest shall be computed at the above rate on the basis of the actual number of days during which the principal balance of this Note ("NOTE") is outstanding, divided by 360, which shall, for interest computation purposes, be considered one (1) year. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement. Interest shall be payable monthly in arrears beginning on September 15, 1998, and continuing on the fifteenth (15th) day of each month thereafter, and if not so paid shall become a part of the principal. All payments shall be applied first to interest, and the remainder, if any, on principal. Advances not to exceed any unpaid balance owing at any one time equal to the maximum amount specified above, may be made at the option of Bank. Should an Event of Default occur and be continuing, the entire balance of principal and accrued interest then remaining unpaid may become immediately due and payable in accordance with the terms of the Loan Agreement. Should an Event of Default occur and be continuing under SECTION 8.1 of the Loan Agreement, all principal and accrued interest then due and remaining unpaid shall thereafter bear interest, until paid, at the increased rate of two percent (2.0%) per year in excess of the Prime Rate, as it may vary from time to time. If this Note is not paid when due, Borrower promises to pay all costs and expenses of collection and reasonable attorneys' fees incurred by the holder hereof on account of such collection, plus interest at the rate applicable to principal, whether or not suit is filed hereon. Borrower shall be liable hereon and consents to renewals, replacements and extensions of time for payment hereof, before, at, or after maturity; consents to the acceptance, release or substitution of security for this Note; and waives demand and protest and the right to assert any statute of limitations. The indebtedness evidenced hereby shall be payable in lawful money of the United States States. In any action brought under or arising out of Americathis Note, Borrower, including successor(s) or assign(s) hereby consents to the application of California law, to the jurisdiction of any competent court within the State of California, and to service of process by any means authorized by California law. No single or partial exercise of any power hereunder, or under any deed of trust, security agreement or other agreement in connection herewith shall preclude other or further exercises thereof or the exercise of any other such power. Subject to the terms of the Loan Agreement, the holder hereof shall at all times have the right to proceed against any portion of the security for this Note in such order TEGAL CORPORATION, a Delaware corporation By:___________________________________________ Printed Name:_________________________________ Title:________________________________________ By:___________________________________________ Printed Name:_________________________________ Title:________________________________________ 39 EXHIBIT D COMPLIANCE CERTIFICATE The consolidated financial statements dated as of __________________________ of TEGAL CORPORATION, a Delaware corporation ("BORROWER") attached hereto and submitted to IMPERIAL BANK ("Imperial") pursuant to that certain Amended and Restated Loan and Security Agreement dated as of December 20,2004August 15, by and between Borrower and Bank 1998 (the “Loan "Agreement”"), entered into between Borrower, Banks and Imperial, shows compliance with all financial covenants (i) the principal amount of $1,000,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Revolving Maturity Date. This Note is referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in fullnoted below) as specified therein, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VERSATA, INC. Byfollows: Print Name: Title: TO: VENTURE BANKING GROUP, A DIVISION OF GREATER BAY BANK N.A. FROM: VERSATA, INC. The undersigned authorized officer of VERSATA, INC. hereby certifies that in accordance with 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 of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). 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), subject to the absence of footnotes and normal year-end adjustments in the case of interim financial statements, 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.QUARTERLY COVENANT:

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. $1,000,000 2,500,000 Palo Alto, California Date: December 20, 2004 VERSATAANDA NETWORKS, INC. (“Borrower”), for value received, hereby promises to pay to the order of Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of December 20,2004September 3, 2004, by and between Borrower and Bank (the “Loan Agreement”), (i) the principal amount of $1,000,000 2,500,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Revolving Maturity Date. This Note is referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon During the occurrence continuance of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VERSATAANDA NETWORKS, INC. By: Print Name: Title: TO: VENTURE BANKING GROUP$2,500,000 Palo Alto, A DIVISION OF GREATER BAY BANK N.A. FROM: VERSATACalifornia ANDA NETWORKS, INC. The undersigned authorized officer (“Borrower”), for value received, hereby promises to pay to the order of VERSATAVenture Banking Group, INC. hereby certifies that a division of Greater Bay Bank N.A. (“Bank”), in accordance with the terms and conditions lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of September 3, 2004, by and between Borrower and Bank (the “Loan Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and principal amount of $2,500,000 or, if lesser, (ii) all representations and warranties the principal amount of Borrower stated in the Agreement are true and correct in all material respects Term Loan outstanding as of the Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Maturity Date. This Note is referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on the principal outstanding hereunder in like funds from the date hereof (except until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the extent any such representation or warranty specifically relates to an earlier date, Loan Agreement. Payment on this Note shall be applied in which case such representation or warranty was true and correct the manner set forth in all material respects on and as of such earlier date). Attached herewith are the required documents supporting the above certificationLoan Agreement. The Officer further certifies that these are prepared Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. The Term Loan made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. During the continuance of an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with Generally Accepted Accounting Principles (GAAP)with, subject the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the absence benefit of footnotes and normal year-end adjustments in the case be binding upon any successor to Borrower and shall extend to any holder hereof. ANDA NETWORKS, INC. By: Print Name: Title: Borrower: ANDA Networks, Inc. Lender: Venture Banking Group, a division of interim financial statements, 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.Greater Bay Bank N. A. Commitment Amount: $2,500,000 ACCOUNTS RECEIVABLE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/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 REVOLVING PROMISSORY NOTE $1,000,000 4,000,000 Palo Alto, California Date: December 20October 16, 2004 VERSATA1997 HYBRID NETWORKS, INC. (“"Borrower”"), for value received, hereby promises to pay to the order of Venture Banking GroupVENTURE BANKING GROUP, a division of Greater Bay Cupertino National Bank N.A. (“"Bank”"), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated as of December 20,2004October 16, 1997, by and between Borrower and Bank (the “"Loan Agreement”"), (i) the principal amount of $1,000,000 4,000,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Revolving Maturity Datematurity date hereof. This Note is one of the Notes referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence and continuance of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ ' fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in the Loan Agreement. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict conflicts of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VERSATAHYBRID NETWORKS, INC. By: Print ____________________________ Printed Name: :___________________ Title: _________________________ EXHIBIT D BORROWING BASE CERTIFICATE ______________________________________________________________________________ Borrower: Hybrid Networks, Inc. Commitment Amount: $4,000,000 _______________________________________________________________________________ ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of $____________ 2. Additions (please explain on reverse) $____________ 3. TOTAL ACCOUNTS RECEIVABLE $____________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 90 days due $____________ 5. Balance of 50% over 90 day accounts $____________ 6. Concentration Limits (Accounts exceeding 30% total A/R) $____________ 7. Foreign Accounts (unless pre-approved) $____________ 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 (75% of #14) $____________ BALANCES 16. Maximum Loan Amount $____________ 17. Total Funds Available [Lesser of #15 or #16] $____________ 18. Present balance owing on Line of Credit $____________ 19. RESERVE POSITION (#17 minus #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 Venture Banking Group. COMMENTS: BANK USE ONLY ---- --- ---- Rec'd By: ____________ Auth. Signer HYBRID NETWORKS, INC. Date: ________________ Verified: ____________ Auth. Signer By: ____________________________ Date:_________________ Authorized Signer ______________________ - EXHIBIT E COMPLIANCE CERTIFICATE TO: VENTURE BANKING GROUP, A DIVISION OF GREATER BAY BANK N.A. GROUP FROM: VERSATAHYBRID NETWORKS, INC. The undersigned authorized officer of VERSATAHybrid Networks, INC. Inc. (the "Officer") hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”"), (i) Borrower is in complete compliance in all material respects 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 as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier 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), subject to the absence of footnotes and normal year-end adjustments in the case of interim financial statements, ) 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. Please indicate compliance status by circling Yes/No under "Complies" column. Reporting Covenant Required Complies ------------------ -------- -------- Financial statements Within 30 days* Yes No Annual (CPA Audited) FYE within 120 days or within 5 days Yes No after filing with XXX 00-X, 00-X 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 * After the Equity Event, within 30 days of each quarter end or within 5 days after filing with the SEC.

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. Phone # Phone # Authorized Signature (Bank) EXHIBIT B $1,000,000 Palo Alto5,000,000 Menlo Park, California Date: December 20, 2004 VERSATALOGICVISION, INC. (“Borrower”), for value received, hereby promises to pay to the order of Venture Banking Group, a division of Greater Bay Comerica Bank N.A. (“Bank”), in lawful money of the United States of America, pursuant to that certain Second Amended and Restated Loan and Security Agreement dated as of December 20,2004February 9, 2004, by and between Borrower and Bank (the “Loan Agreement”), (i) the principal amount of $1,000,000 5,000,000 or, if lesserdifferent, (ii) the principal amount of all the Advances (the “Advances”) outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and interest shall be due and payable in full on the Revolving Maturity Date. This Note is referred to in the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Bank, be immediately collectible by or on behalf of Bank pursuant to the Loan Agreement and applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and all statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this This Note is secured by the Collateral identified and described as security therefor in the Loan Agreementunsecured. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and shall extend to any holder hereof. VERSATAThis Note amends, re-evidences, restates, and supersedes in full, but does not in any way satisfy or discharge, the outstanding indebtedness owed under that certain Revolving Promissory Note dated December 19, 2001 in the original principal amount of Five Million Dollars ($5,000,000) made by Borrower in favor of Bank. LOGICVISION, INC. By: Print Name: Title: /s/ XXXXX X. XXXXX EXHIBIT C TO: VENTURE BANKING GROUP, A DIVISION OF GREATER BAY COMERICA BANK N.A. FROM: VERSATALogicVision, INC. Inc. The undersigned authorized officer of VERSATALogicVision, INC. Inc. hereby certifies that in accordance with the terms and conditions of the Second 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 of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier 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), subject to the absence of footnotes and normal year-end adjustments in the case of interim financial statements, ) 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.