Common use of COUNTERSIGNATURE Clause in Contracts

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By:____________________________________ By:____________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ William G. Porter By:____________________________________ : /s/ Pamela Aldsworth ---------------------------- --------------------------------------- Name:__________________________________ : William G. Porter Name:_________________________________ : Pamela Aldsworth Title:___________________________________ : Vice Pr▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Title:___________________________________ : SVP ▇▇▇▇▇ ▇▇▇▇▇▇d Incorporated SILICON VALLEY BANK By:____________________________________ : /s/ Maggie Garcia --------------------------------------- Name:__________________________________ : Maggie Garcia Title:___________________________________ : AVP (signed in Santa Clara County, California) The undersigned, Alvarion Israel (2003) Ltd.PHASE FORWARD SECUR▇▇▇▇▇ CORPORATION, a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, confirms and reaffirms, all an and singular, the terms and conditions of (A) the Secured Guarantee a certain Unlimited Guaranty dated as of June 21May 3, 2011 1999 (the “Guarantee”), "Guaranty") and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and . PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling --------------------------------------- Name: John J. Schickling Title: Treasu▇▇▇ SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (iiithis "Agreement") acknowledgesdated as of April 17, confirms and agrees that the Obligations 2002, to be effective as of Borrower to Bank under the Guarantee includeMarch 31, without limitation2002, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TO: between SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONBANK, INC. Date: _________________________ The undersigned authorized officer a California chartered bank, with its principal place of Alvarion Ltd. business at 3003 Tasman Drive, Santa Clara, California 95054 and Alvarionwith a loan prod▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇rk, Inc. Suite 200, 2221 Washington Street, Newton, Mas▇▇▇▇▇▇etts 02462, doing business u▇▇▇▇ ▇▇▇ ▇▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" (collectively"▇▇▇▇") ▇▇▇ ▇▇ASE FORWARD INCORPORATED, the “a Delaware corporation with its principal place of business at 1440 Main Street, Waltham, Massachusetts 02451 ("Borrower”) certifies that under the terms and conditions of the "), which am▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ed Loan and Security Agreement between Borrower and Bank dated August 4, 2000 (as amended from time to time), provides the “Agreement”): (1) terms on which Bank shall lend to Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to shall repay Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except parties agree as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________follows:

COUNTERSIGNATURE. This Loan Modification Modifica▇▇▇▇ Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: DATAWATCH CORPORATION SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ Bruce R. Gardner By:____________________________________ : /s/ Jonathan L. Gray ----------------------- -------------------------------- Name:__________________________________ : Bruce R. Gardner Name:_________________________________ : Jonathan L. Gray --------------------- ------------------------------ Title:___________________________________ : President Title:___________________________________ : SVP --------------------- ----------------------------- SILICON VALLEY BANK By:____________________________________ : /s/ Maggie Garcia -------------------------------- Name:__________________________________ : Maggie Garcia ------------------------------ Title:___________________________________ The undersigned: Loan Administrative Team Leader -------------------------------------- (signed in Santa Clara County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ DATAWATCH CORPORATION The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) DATAWATCH CORPORATION hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP 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 undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________under "Complies" column.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____: /s/ John J. Schickling By: /s/ Michael Tramack ________________________________ By:____________________________________ Name: John J. Schickling Name: Michael Tramack ______________________________ _________________________________ Title: Senior VP & CFO Title: Vice President _____________________________ ________________________________ SILICON VALLEY BANK By:___________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ (signed in Santa Clara County, California) The undersigned, Alvarion Israel (2003) Ltd.PHASE FORWARD SE▇▇▇▇▇IES CORPORATION, a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, confirms and reaffirms, all an and singular, the terms and conditions of (A) the Secured Guarantee a certain Unlimited Guaranty dated as of June 21May 3, 2011 1999 (the “Guarantee”), "Guaranty") and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. PHASE FORWARD SECURITIES CORPORATION By:____________________________________ Name:__________________________________ Title:___________________________________ TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) __________________________________________________/s/ John J. Schickling _________________________________________ ___________________________________________________________________________________________Name: John J. Schickling Title: Treasurer FOURTH LOAN MODIFICATION AGREEMENT This Fourth Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of February 27, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan prod▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇rk, Suite 200, 2221 Washington Street, Newton, Mas▇▇▇▇▇▇etts 02462, doing business u▇▇▇▇ ▇▇▇ ▇▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" ("▇▇▇▇") ▇▇▇ ▇▇ASE FORWARD INCORPORATED, a Delaware corporation ("Borrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: SONUS NETWORKS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By:____________________________________ : /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ -------------------------------- ----------------------------------- Name:__________________________________ : ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name:_________________________________ : ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------ --------------------------------- Title:___________________________________ : VP & CORPORATE CONTROLLER Title:___________________________________ : SVP ----------------------------- -------------------------------- SILICON VALLEY BANK By:____________________________________ : /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------- Name:__________________________________ : ▇▇▇▇▇▇ ▇▇▇▇▇▇ --------------------------------- Title:___________________________________ The undersigned: AVP -------------------------------- (signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONSONUS NETWORKS, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionSONUS NETWORKS, Inc. (collectively, the “Borrower”) INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly financial statements REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- 10-Q with Compliance Certificate Monthly within 30 CC Quarterly, earlier of 45 days of QE, or 5 days of filing w/ SEC Yes No 2010-F and 6K Annually, earlier of 120 days of YE, or 5 days of filing w/ SEC Yes No 8-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate ABalance Sheet, Income Statement Annually, w/R & A/P Agings in 45 days of YE and Deferred Revenue report Monthly within 20 days Cash Flow projections (when an Advance is outstanding or an Advance request has been madeand upon revisions approved by BoD) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________No

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ATHENAHEALTH, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : By:____________________________________ : --------------------------------- ------------------------------------ Name:__________________________________ : Name:_________________________________ : ------------------------------- ---------------------------------- Title:___________________________________ : Title:___________________________________ : ------------------------------ --------------------------------- SILICON VALLEY BANK By:____________________________________ : ------------------------------------ Name:__________________________________ : ---------------------------------- Title:___________________________________ The undersigned: --------------------------------- (signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONATHENAHEALTH, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionAthenahealth, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________under "Complies" column.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President and CEO Title: Relationship Manager By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Secretary, SVP By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director The undersigned, DATAWATCH INTERNATIONAL LIMITED, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Deed of Guarantee dated July 11, 2006 (the “Guaranty”) and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. By: /s/ ▇▇▇▇▇▇ Hagger__________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director 56120/496 TO: SILICON VALLEY BANK Date:____________________________________ By:____________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ DATAWATCH CORPORATION DATAWATCH TECHNOLOGIES CORPORATION The undersigned authorized officer of Alvarion Ltd. DATAWATCH CORPORATION and Alvarion, Inc. DATAWATCH TECHNOLOGIES CORPORATION (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): ), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By:____________________________________ BORROWER: ALVARION LTD. By:____________________________________ Name:__________________________________ NameTitle:___________________________________ TitleBANK: SILICON VALLEY BANK By:____________________________________ Name:_________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TOBorrower: SILICON VALLEY BANK FROMAlvarion Ltd. and Alvarion, Inc. Lender: ALVARION LTD. AND ALVARION, INC. DateSilicon Valley Bank Commitment Amount under Revolving Line: _____$5,000,000 (i) Accounts Receivable (invoiced) Book Value as of ____________________ The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending $_______________ with all required covenants except as noted below; (2ii) there are no Events of Default; Additions (3please explain on next page) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; $_______________ (4iii) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5iv) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20Less: Intercompany / Employee / Non-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days Trade Accounts NET TRADE ACCOUNTS RECEIVABLE $_______________ $_______________ ACCOUNTS RECEIVABLE DEDUCTIONS (when an Advance is outstanding or an Advance request has been madewithout duplication) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submittedv) after the Effective 90 Days Past Invoice Date (except for the Eligible Extended Accounts up to $5,000,000) $_______________ (vi) (vii) Credit Balances over 90 Days (except for the Eligible Extended Accounts up to $5,000,000) Balance of 50% over 90 Day Accounts (cross-age or current affected) (except for the Eligible Extended Accounts) $_______________ $_______________ (viii) Foreign Account Debtor Accounts $_______________ (ix) Foreign Invoiced and/or Collected Accounts $_______________ (x) Contra/Customer Deposit Accounts $_______________ (xi) U.S. Government Accounts $_______________ (xii) Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts $_______________ (xiii) (xiv) Accounts with Memo or Pre-▇▇▇▇▇▇▇▇ Contract Accounts; Accounts with Progress/Milestone ▇▇▇▇▇▇▇▇ $_______________ $_______________ (xv) Accounts for Retainage ▇▇▇▇▇▇▇▇ $_______________ (xvi) Trust / Bonded Accounts $_______________ (xvii) ▇▇▇▇ and Hold Accounts $_______________ (xviii) Unbilled Accounts $_______________ (xix) Non-Trade Accounts (if no registrations, state “None”not already deducted above) $_______________ (xx) Accounts with Extended Term Invoices (Net 90+) (except for the Eligible Extended Accounts) $___________________________________________________________________________________________ ___________________________________________________________________________________________

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By:____________________________________ : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:____________________________________ : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name:__________________________________ : ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:_________________________________ : ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title:___________________________________ : Chief Financial Officer Title:___________________________________ : Chief Financial Officer By:____________________________________ : /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name:__________________________________ : ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this : Chief Financial Officer Title: Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer Title: Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer Title: Chief Financial Officer By /s/ Elisa Sun Name: Elisa Sun Title: Vice President Exhibit A to Sixth Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TO: SILICON VALLEY BANK Date: FROM: ALVARION LTD. AND ALVARIONREAL GOODS ENERGY TECH, INC. Date: _________________________ ET. AL. The undersigned authorized officer of Alvarion Ltd. and AlvarionREAL GOODS ENERGY TECH, Inc. INC., et al. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”): ), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; , (2) there are no Events of Default; , (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; , (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; , and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries Subsidiaries, if any, relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 2010-F Q, 10-K and 68-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate Annual Audited Financial Statements FYE within 120 days A/R & A/P Agings and Deferred Revenue report Monthly within 20 days Yes No Transaction Reports Weekly and with each request for a Credit Extension (when an Advance is outstanding or an Advance request has been madeMonthly within 20 days during a Streamline Period) Yes No Board approved projections Projections Within 40 20 days of FYE board approval (no later than 60 days after FYE) Yes No List Deferred Revenue Report, Schedule of Accounts Assets with respect to 3rd party construction and Cash Balances financing arrangements (including performance bonds and bank statements For non-SVB bank accounts) Monthly within 30 days Yes No Electronic viewing access to ▇▇▇▇▇ Fargo Account Ongoing Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________)

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ________________________________ By:____________________________________ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ______________________________ _________________________________ Title: Senior VP & CFO Title: Vice President _____________________________ ________________________________ SILICON VALLEY BANK By:___________________________________ Name:_________________________________ Title:___________________________________ Title:(signed in Santa ▇▇▇▇▇ County, California) The undersigned, PHASE FORWARD SECURITIES CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ___________________________________ By:____________________________________ Name:__________________________________ : ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title:___________________________________ : Treasurer EXHIBIT A The undersignedCollateral consists of all right, Alvarion Israel title and interest of Borrower in and to the following: All goods, equipment, inventory, contract rights or rights to payment of money, license agreements, franchise agreements, general intangibles (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”including payment intangibles), and accounts (B) the 2003 IP Agreement; (ii) acknowledgesincluding health-care receivables), confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith(including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and (iii) acknowledgesAll Borrower's Books relating to the foregoing and any and all claims, confirms rights and agrees interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The Collateral does not include: Any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired. Notwithstanding the foregoing, the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing intellectual property. To the extent a court of competent jurisdiction holds that a security interest in any Intellectual Property is necessary to have a security interest in any accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the Obligations foregoing Intellectual Property, then the Collateral shall, effective as of Borrower the Closing Date, include the Intellectual Property, to Bank under the Guarantee includeextent necessary to permit perfection of the Bank's security interest in such accounts, without limitationlicense and royalty fees and other revenues, all Obligations proceeds, or income arising out of Borrower or relating to Bank under any of the Loan Agreement, as amended by the Loan Modification AgreementIntellectual Property. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ PHASE FORWARD INCORPORATED The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) PHASE FORWARD INCORPORATED certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ATHENAHEALTH, INC. SILICON VALLEY BANK, DOING BUSINESS AS SILICON VALLEY EAST By:____________________________________ : /s/ ▇▇▇▇ ▇▇▇▇▇ By:____________________________________ : --------------------------------- ------------------------------------ Name:__________________________________ : ▇▇▇▇ ▇▇▇▇▇ Name:_________________________________ : Title:___________________________________ : Chief Financial Officer ---------------------------------- Title:___________________________________ : --------------------------------- SILICON VALLEY BANK, By:____________________________________ : ------------------------------------ Name:__________________________________ : ---------------------------------- Title:___________________________________ The undersigned: --------------------------------- (signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONATHENAHEALTH, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionAthenahealth, Inc. (collectivelyInc., the “Borrower”) hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending ____________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP 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 undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________under "Complies" column.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: NETSCOUT SYSTEMS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By:____________________________________ : /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name:__________________________________ : ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name:_________________________________ : ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title:___________________________________ : VICE PRESIDENT, FINANCE & ADMINISTRATION Title:___________________________________ : VICE PRESIDENT SILICON VALLEY BANK By:____________________________________ : /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:__________________________________ : ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title:___________________________________ The undersigned: ASST. VICE PRESIDENT (signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ 5 EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONNETSCOUT SYSTEMS, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionNETSCOUT SYSTEMS, Inc. (collectively, the “Borrower”) INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of the Borrower in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer 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 compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly Interim Financing Statements/Form 10-Q Quarterly within 30 45 days Yes No 20Annual (CPA Audited)/Form 10-F and 6K FYE within 120 days Yes No Compliance Certificate Quarterly within 45 days Yes No Form 8-K Within 5 days after of filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________No

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By:____________________________________ By:____________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel BORROWER: BANK: BOTTOMLINE TECHNOLOGIES (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”de), and Inc. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ -------------------------------------- ----------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------ --------------------------- Title: EVP, COO & CFO Title: /s/ Vice President ----------------------------------- -------------------------- SILICON VALLEY BANK By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ---------------------------- Name: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ --------------------------- Title: /s/ AVP -------------------------- (Bsigned in Santa ▇▇▇▇▇ County, California) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONBOTTOMLINE TECHNOLOGIES (de), INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionBOTTOMLINE TECHNOLOGIES (de), Inc. (collectively, the “Borrower”) INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPlease indicate compliance status by circling Yes/No under "Complies" column. REPORTING COVENANT REQUIRED COMPLIES Monthly financial statements with Compliance Certificate CC Quarterly within 30 days Yes No Monthly within 30 days Yes No 20(when Advances outstanding) Annual (CPA Audited) FYE within 90 days Yes No 10-F Q, 10-K and 68-K Within 5 10 days after filing with SEC Yes No Borrowing Base Certificate BBC A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly Quarterly within 30 days Yes No The following Intellectual Property was registered Monthly within 30 days (or when Advances outstanding) Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a registration application submitted) after the Effective Date (if no registrations, state “None”) Monthly Basis: Minimum Adjusted Quick Ratio 2.0:1.0 ___:1.0 Yes No Profitability (net loss/min profit) $_*___________________________________________________________________________________ $______ ___________________________________________________________________________________________Yes No *See Loan and Security Agreement Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: -------------------- AUTHORIZED SIGNER ---------------------------- SIGNATURE Date: --------------------------- --------------------------- Verified: TITLE ----------------------- AUTHORIZED SIGNER --------------------------- Date: DATE --------------------------- BOTTOMLINE TECHNOLOGIES (de), INC. SECRETARY'S CERTIFICATE I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in my capacity as Secretary of Bottomline Technologies (de), Inc., a Delaware corporation (the "Company"), acting in connection with the First Loan Modification Agreement dated as of December 31, 2002 between the Company and Silicon Valley Bank (the "Loan Agreement"), hereby certify that I am the duly elected and acting Secretary of the Company, and further certify as follows: 1. The following persons are the duly elected officers of the Company occupying the offices set forth opposite their respective names, each such officer is authorized to execute on behalf of the Company the Loan Agreement and all agreements and documents contemplated thereby, and the signature set forth opposite each such officer's respective name is his true signature. Name Office Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President, /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Operating Officer, -------------------- Chief Financial Officer and Secretary Dated as of December 31, 2002. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary PERFECTION CERTIFICATE OF BOTTOMLINE TECHNOLOGIES (de), INC. The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of Bottomline Technologies (de), Inc., a Delaware corporation with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), hereby certifies with reference to the First Loan Modification Agreement between the Company and SILICON VALLEY BANK (the "Bank") dated December 31, 2002, as modifying that certain Loan and Security Agreement dated as of December 28, 2001 between the Company and the Bank (terms defined therein being used herein as therein defined), to the Bank as follows (for purposes of this Perfection Certificate, those questions for which no response is completed shall be deemed to read "None"):

COUNTERSIGNATURE. This Third Loan Modification Agreement shall become ---------------- effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Third Loan Modification Agreement become effective until signed by an officer of Bank in California). This Third Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: CENTRA SOFTWARE, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ By:____________________________ Name:________________________ Name:__________________________ Title:_______________________ Title:_________________________ SILICON VALLEY BANK By:__________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned(signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONCENTRA SOFTWARE, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionCENTRA SOFTWARE, Inc. (collectively, the “Borrower”) INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP 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 undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________under "Complies" column.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: NETSCOUT SYSTEMS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By:____________________________________ : -------------------------------- ---------------------------------- Name:__________________________________ : ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name:_________________________________ : ------------------------------ -------------------------------- Title:___________________________________ : V.P. of Finance and Title:___________________________________ : Administration ------------------------------- and Chief Accounting Officer SILICON VALLEY BANK By:____________________________________ : /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------- Name:__________________________________ : ▇▇▇▇▇▇ ▇▇▇▇▇▇ -------------------------------- Title:___________________________________ The undersigned: Administrative Vice President ------------------------------- (signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONNETSCOUT SYSTEMS, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionNETSCOUT SYSTEMS, Inc. (collectively, the “Borrower”) INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of the Borrower in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned Officer 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 compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly financial REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Financial statements with Compliance Certificate Monthly Quarterly within 30 45 days Yes No 20Annual (CPA Audited) FYE within 120 days Yes No BBC and A/R Agings Monthly w/in 30 days when borrowing Yes No Quarterly w/in 45 days when not borrowing Yes No Form 10-F K, 10-Q and 68-K Within 5 days after of filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________No

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: CFO Title: Vice President Date: ______________ To:Silicon Valley Bank ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Services Department Re:Amended and Restated Loan and Security Agreement dated as of June 26, 2013 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between SILICON VALLEY BANK, a California corporation with a loan production office located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (“Bank”), and CONTROL 4 CORPORATION, a Delaware corporation (“Borrower”) Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.4 of the Loan Agreement, of the borrowing of a 2016 Advance. The Funding Date1, which shall be a Business Day, of the requested borrowing is _______________. The aggregate amount of the requested 2016 Advance is $_____________________ By:_________________________. The requested 2016 Advance shall consist of $___________ Name:________________________of Prime Rate Advances and $__________ Name:_______________________of LIBOR Advances. The duration of the Interest Period for the LIBOR Advances included in the requested 2016 Advance shall be __________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ months. The undersignedundersigned hereby certifies that the following statements are true on the date hereof, Alvarion Israel (2003) Ltd., a company organized under and will be true on the laws date of the State of Israel, hereby (i) ratifies, confirmsproposed 2016 Advance before and after giving effect thereto, and reaffirms, all an singular, to the terms and conditions application of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreementproceeds therefrom, as amended by the Loan Modification Agreement. Byapplicable:____________________________________ Name:__________________________________ Title:___________________________________ TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3a) all representations and warranties of Borrower contained in the Loan Agreement are true true, accurate and correct complete in all material respects on this as of the date except as noted belowhereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (b) no Event of Default has occurred and is continuing, or would result from such proposed 2016 Advance; and (4c) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 requested 2016 Advance will not cause the aggregate principal amount of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating outstanding 2016 Advances to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except exceed, as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of designated Funding Date, the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________2016 Availability Amount.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. EXCHANGE APPLICATIONS, INC. SILICON VALLEY BANK, d/b/a SILICON VALLEY EAST By:____________________________________ By:___________________________ President or Vice President Title________________________ By______________________________ Name:____Secretary or Ass't Secretary EXSTATIC SOFTWARE, INC., formerly known as GINO BORLAND, INC. By______________________________ Name:___President ▇▇ ▇▇▇▇ ▇▇▇▇ident By______________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ Secretary or Ass't Secretary The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, undersigned each ratify confirm and reaffirmsreaffirm, all an and singular, the terms and conditions of certain Unconditional Guaranties each dated April 24, 2001 (Acollectively, the "Guaranty") the Secured Guarantee and a certain Security Agreement dated as of June 21April 24, 2011 2001 (the “Guarantee”)"Security Agreement") and acknowledge, confirm and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees agree that the Guarantee Guaranty and the 2003 IP Security Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; . Further, the undersigned each hereby grant to Bank, and (iii) acknowledges, confirms and agrees that reaffirm the Obligations of Borrower grant to Bank under of, a continuing security interest in and to the Guarantee includeproperty listed on Exhibit A to the Security Agreement to secure the Obligations. ACTION SYSTEMS, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification AgreementINC. By:____________________________________ Name: Title: CUSTOMER ANALYTICS HOLDINGS, INC. By:__________________________________ Name: Title: CUSTOMER ANALYTICS, INC. By:___________________________________ TOName: SILICON VALLEY BANK FROMTitle: ALVARION LTD. AND ALVARION, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ________________________________________________________________EXCHANGE APPLICATIONS SECURITIES CORPORATION By:___________________________ Name: Title: KNOWLEDGE STREAM PARTNERS, INC. By:___________________________ Name: Title: This First Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of _________________________________________________________________, 2001, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan pro▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" ("▇▇▇▇") ▇▇▇ ▇XCHANGE APPLICATIONS, INC. d/b/a Xchange, Inc., One Lincoln Plaza, 89 South Street, Boston, Massachusetts 02110 and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇., 4555 Roosevelt Way Seattle, Washington 98105(her▇▇▇▇▇▇▇▇, ▇▇llective▇▇, ▇▇▇ "▇▇▇▇▇▇▇▇").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective ---------------- only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. ("BORROWER") LIGHTBRIDGE, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. --------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. --------------------------- Title: Chief Financial Officer --------------------------- (BANK) SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ By:____________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ SILICON VALLEY BANK By:______________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ (signed in Santa ▇▇▇▇▇ County, California) EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONLIGHTBRIDGE, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionLIGHTBRIDGE, Inc. (collectively, the “Borrower”) INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending ____________________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bankdate hereof. Attached herewith are the required documents supporting the above certification. The undersigned Officer further certifies that these are prepared in accordance with GAAP 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 undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes Please indicate compliance status by circling Yes/No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________under "Complies" column.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: MOLDFLOW CORPORATION SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ________________________________ By:____________________________________ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ _______________________________ _________________________________ Title: Executive Vice President Title: ______________________________ ________________________________ SILICON VALLEY BANK By:___________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned(signed in Santa ▇▇▇▇▇ County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ MOLDFLOW CORPORATION The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) Moldflow Corporation certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _____ _______ _____ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Interim financial statements with Compliance Certificate Monthly CC Quarterly within 30 days Yes No 20-F and 6-K Within 5 Monthly if Advances outstanding Annual (CPA Audited) FYE within 120 days after filing with SEC Yes No Borrowing Base Certificate BBC with A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) 25 in which Advances Yes No Board approved projections Within 40 outstanding Quarterly within 45 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered in which Credit Extension (or a registration application submittedother than Advances) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________outstanding

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ART TECHNOLOGY GROUP, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : By:____________________________________ : ------------------------------ ------------------------------ Name:__________________________________ : Name:_________________________________ : ---------------------------- ---------------------------- Title:___________________________________ : Title:___________________________________ : ---------------------------- ---------------------------- SILICON VALLEY BANK By:____________________________________ : ------------------------------ Name:__________________________________ : ---------------------------- Title:___________________________________ The undersigned: ---------------------------- (signed in Santa Clara County, Alvarion Israel (2003California) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ EXHIB▇▇ ▇ COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONART TECHNOLOGY GROUP, INC. Date: _________________________ The undersigned authorized officer of Alvarion Ltd. and AlvarionART TECHNOLOGY GROUP, Inc. (collectively, the “Borrower”) INC. certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending ________________ with all required covenants except as us noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements with Compliance Certificate CC Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing Quarterly financial statements with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly CC Quarterly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 45 days Yes No The following Intellectual Property was registered Annual (or CPA Audited) FYE within 120 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL ------------------ -------- ------ Maintain on a registration application submitted) after the Effective Date (if no registrations, state “None”) ______________________________________________________________________________________Monthly Basis: $* $_____ Yes No Minimum Liquidity Maintain on a Quarterly Basis: $** $____________________________________________________________________________________________ Yes No Profitability: * See Section 6.7(a) of the Agreement ** See Section 6.7(b) of the Agreement COMMENTS REGARDING EXCEPTIONS: SEE ATTACHED.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By:____________________________________ : /s/ William G. Porter By:____________________________________ : /s/ Michael Tromack ---------------------------- --------------------------------------- Name:__________________________________ : William G. Porter Name:_________________________________ : Michael Tromack Title:___________________________________ : Vice Pre▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Title:___________________________________ : Vice Pre▇▇▇▇▇▇ Phase Forward Incorporated SILICON VALLEY BANK By:____________________________________ : /s/ Maggie Garcia --------------------------------------- Name:__________________________________ : Maggie Garcia Title:___________________________________ : AVP (signed in Santa Clara County, California) The undersigned, Alvarion Israel (2003) Ltd.PHASE FORWARD SECUR▇▇▇▇▇ CORPORATION, a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, confirms and reaffirms, all an and singular, the terms and conditions of (A) the Secured Guarantee a certain Unlimited Guaranty dated as of June 21May 3, 2011 1999 (the “Guarantee”), "Guaranty") and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and . PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling --------------------------------------- Name: John J. Schickling Title: Treasu▇▇▇ FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the this "Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ TO: ") is entered into as of December 24, 2002, by and between SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARIONBANK, INC. Date: _________________________ The undersigned authorized officer a California-chartered bank, with its principal place of Alvarion Ltd. business at 3003 Tasman Drive, Santa Clara, California 95054 and Alvarionwith a loan prod▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇rk, Inc. Suite 200, 2221 Washington Street, Newton, Mas▇▇▇▇▇▇etts 02462, doing business u▇▇▇▇ ▇▇▇ ▇▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇" (collectively"▇▇▇▇") ▇▇▇ ▇▇ASE FORWARD INCORPORATED, the “a Delaware corporation with its principal place of business at 1440 Main Street, Waltham, Massachusetts 02451 ("Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”): (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No 20-F and 6-K Within 5 days after filing with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly within 20 days (when an Advance is outstanding or an Advance request has been made) Yes No Board approved projections Within 40 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank . [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: MOLDFLOW CORPORATION SILICON VALLEY BANK By:_: /s/ A. Rolard ▇▇▇▇▇▇ By: /s/ ------------------------ ----------------------------------------- A. Rolard ▇▇▇▇▇▇ Name: ___________________________________ By:__------------------------ Title: President Title: __________________________________ Name:__________________________________ Name:_________________________________ Title:___________________________________ Title:___________________________________ By:____________________________________ Name:__________________________________ Title:___________________________________ The undersigned, Alvarion Israel (2003) Ltd., a company organized under the laws of the State of Israel, hereby (i) ratifies, confirms, and reaffirms, all an singular, the terms and conditions of (A) the Secured Guarantee dated as of June 21, 2011 (the “Guarantee”), and (B) the 2003 IP Agreement; (ii) acknowledges, confirms and agrees that the Guarantee and the 2003 IP Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement or any other documents, instruments and/or agreements executed and/or delivered in connection herewith; and (iii) acknowledges, confirms and agrees that the Obligations of Borrower to Bank under the Guarantee include, without limitation, all Obligations of Borrower to Bank under the Loan Agreement, as amended by the Loan Modification Agreement. By:____________________________________ Name:__________________________________ Title:___________________________________ ------------------------ EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: ALVARION LTD. AND ALVARION, INC. Date: _________________________ MOLDFLOW CORPORATION The undersigned authorized officer of Alvarion Ltd. and Alvarion, Inc. (collectively, the “Borrower”) Moldflow Corporation certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “"Agreement”): "), (1i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; below and (2) there are no Events of Default; (3ii) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned Officer certifies that these are prepared in accordance with GAAP Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned 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. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the AgreementPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly REPORTING COVENANT REQUIRED COMPLIES Interim financial statements with Compliance Certificate Monthly CC Quarterly within 30 45 days* Yes No Annual (CPA Audited) FYE within 120 days Yes No 20-F and 6-K Within 5 days after filing BBC with SEC Yes No Borrowing Base Certificate A/R & A/P Agings and Deferred Revenue report Monthly Quarterly within 20 days (when an Advance is outstanding or an Advance request has been made) 45 days* Yes No Board approved projections Within 40 *Monthly w/in 45 days of FYE Yes No List of Accounts and Cash Balances Monthly within 30 days Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”) ___________________________________________________________________________________________ ___________________________________________________________________________________________Advances outstanding.