Common use of EXHIBIT A – COLLATERAL DESCRIPTION Clause in Contracts

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__________________________ Phone Number: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Beneficiary Bank: ______________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: ___________________________ For Further Credit to: ________________________________________________________________________________ Special Instruction: _________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ Print Name/Title: ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time* Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Loan Payment: US DATAWORKS, INC. From Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance (Loan Account #) Principal $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__________________________ Phone Number: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Beneficiary Bank: ______________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: ___________________________ For Further Credit to: ________________________________________________________________________________ Special Instruction: _______________________________________________________and/or Interest $__________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: _______________________ Phone Number: _______________________ Print Name/Title: ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 Advance:1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Loan Payment: Location Based Technologies, Inc. From Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance (Loan Account #) Principal $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__________________________ Phone Number: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Beneficiary Bank: ______________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: ___________________________ For Further Credit to: ____________________________________ and/or Interest $________________________________________________ Special InstructionAuthorized Signature: ___________________________ Phone Number: _______________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ Print Name/Title: ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables)equipment, Equipment, Inventoryinventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claimsgeneral intangibles (including payment intangibles) accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, 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 all 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; trade styles, trade names, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower’s Books books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacementsreplacements , products, proceeds and insurance proceeds of any or all of the foregoing. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon Eastern Time Fax To: ____________ Date: _____________________ LOAN PAYMENTLoan Payment: SONIC FOUNDRYBRAINTECH, INC. AND SONIC FOUNDRY MEDIAA SYSTEMSBRAINTECH INDUSTRIAL, INC. BRAINTECH GOVERNMENT & DEFENSE, INC. From Account #________________________________ To Account #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $____________________________________ and/or Interest $________________________________________________ Authorized Signature:________________________ Phone Number: ______________________________ Print Name/Title: __________________________ Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__: ________________________ Phone Number: ______________________________ OUTGOING WIRE REQUESTPrint Name/Title: _____________________________ Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Eastern Time Beneficiary Name: ____________________________ Amount of Wire: $ ___________________ Beneficiary Bank: ______________________________ City and StateAccount Number: ______________________________ City and State: Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________________ (For International Wire Only) Intermediary Bank: ___________________________ Transit (ABA) #: ___________________________ For Further Credit to: __________________ For Further Credit to:_______________________________________________________________ Special Instruction: _________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ Print Name/Title: 2nd Signature (if required): ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ______________________________ Telephone #Print Name/Title: ______________________________________________ Telephone #: ___________________ Telephone #: EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRYBRAINTECH, INC. SONIC FOUNDRY MEDIA SYSTEMSBRAINTECH INDUSTRIAL, INC. BRAINTECH GOVERNMENT & DEFENSE, INC. The undersigned authorized officer of SONIC FOUNDRYBRAINTECH, INC. ., BRAINTECH INDUSTRIAL, INC., and SONIC FOUNDRY MEDIA SYSTEMSBRAINTECH GOVERNMENT & DEFENSE, INC. (collectively, “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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No):

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDscertificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Fax To: Date: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMSEXACTTARGET, INC. From Account #______________________ To Account # ___________________________________________ (Deposit Account #) (Loan Account #) Principal $___________________________ and/or Interest $_________________________________________ Authorized Signature:___________________ Phone Number:____________________________________ Print Name/Title:______________________ LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #__________________________________ To Account #_________________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From (Deposit Account #__) Amount of Advance $___________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Term Loan Advance $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct accurate and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/TitlePhone Number:__________________________ Phone NumberPrint Name/Title: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Amount of Wire: $ _____________________________ Beneficiary Bank: ______________________________ Account Number: _____________________________ City and State: _______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $__Beneficiary Bank Code (Swift, Sort, Chip, etc.): ______________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ___________________________ Transit (ABA) #: ___________________________ For Further Credit to: _________________________ Special Instruction: ________________________________________________________ Special Instruction: _________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ 2nd Signature (if required): ___________________________________ Print Name/Title: ______________________________ Print Name/Title: ___________________________________________ Telephone #:________________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE C—BORROWING BASE CERTIFICATE TOBorrower: EXACTTARGET, INC. Lender: SILICON VALLEY BANK DateCommitment Amount under Revolving Line: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No$7,000,000.00 ACCOUNTS RECEIVABLE

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all All Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time* Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Loan Payment: INTELLICHECK MOBILISA, INC., MOBILISA, INC. and POSITIVE ACCESS CORPORATION From Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #___________________________________ (Deposit Account #) (Loan Account #) Principal $_____________________________ and/or Interest $_________________________________ Authorized Signature: ______________________ Phone Number: ___________________________ REVOLVING LINE ADVANCEPrint Name/Title: __________________________ Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #___________________________________ (Loan Account #) (Deposit Account #) Amount of Revolving Line Advance $____________________________ All Borrower’s Borrowers’ representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:______: ____________________ Phone Number: ___________________________ OUTGOING WIRE REQUESTPrint Name/Title: ________________________ Outgoing Wire Request: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _______________________ Amount of Wire: $ ___________________________ Beneficiary Bank: ________________________ Account Number: ___________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _______________:__________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): __________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: :______________________________ For Further Credit to: ________________________________________________________________________________ Special Instruction: _________________________________________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ Print Name/Title: _____2nd Signature (if required): _________________________ Telephone #Print Name/Title: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ________________________________ Telephone #: :___________________________ Telephone #:______________________________ * Unless otherwise provided for an Advance bearing interest at LIBOR. EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes NoC

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon Pacific Time* Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Loan Payment: DERYCZ SCIENTIFIC, INC., REPRINTS DESK, INC. and POOLS PRESS, INC. From Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance (Loan Account #) Principal $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__________________________ Phone Number: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Beneficiary Bank: ______________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: ___________________________ For Further Credit to: ________________________________________________________________________________ Special Instruction: ____________________________________________________and/or Interest $_____________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ________________________ Phone Number: _____________________________ Print Name/Title: ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 Advance:1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, all Pledged CDs, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and 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. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 12:00 NOON PACIFIC TIME Deadline for same day processing is Noon EASTERN Time* Fax To: ____________ Date: ____________ LOAN PAYMENT: SONIC FOUNDRY, INC. AND SONIC FOUNDRY MEDIAA SYSTEMS, INC. From Account #_____________________________ (Deposit Loan Payment: ALVARION LTD. ALVARION, INC. From Account #) Principal $__________________________________ Authorized Signature:______________________ Print Name/Title: __________________________ To Account #______________________________ (Loan Account #) and/or Interest $______________________ Phone Number: ______________________ REVOLVING LINE ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #_____________________________ (Loan Account #) To Account #______________________________ (Deposit Account #) Amount of Revolving Line Advance (Loan Account #) Principal $____________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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: Authorized Signature:______________________ Print Name/Title:__________________________ Phone Number: ___________________________ OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: _____________________________ Beneficiary Bank: ______________________________ City and State: ______________________________ Beneficiary Bank Transit (ABA) #: __________________ Amount of Wire: $________________________ Account Number: _________________________ Beneficiary Bank Code (Swift, Sort, Chip, etc.): _________ (For International Wire Only) Intermediary Bank: ________________________ Transit (ABA) #: ___________________________ For Further Credit to: ___________________________________________ and/or Interest $______________________________________ Special InstructionAuthorized Signature: ___________________________ Phone Number:_______________________________________________________ By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ Print Name/Title: ______________________________ Telephone #: _________________________________ 2nd Signature (if required): ____________________ Print Name/Title: ____________________________ Telephone #: ________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. The undersigned authorized officer of SONIC FOUNDRY, INC. and SONIC FOUNDRY MEDIA SYSTEMS, INC. (“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, 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly financial statements with Compliance Certificate Monthly within 30 days Yes No Annual financial statement (CPA Audited) + XX XXX within 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings Monthly within 15 days Yes No Transaction Reports Weekly (monthly within 15 days during a Streamline Period) and with each request for a Credit Extension Yes No Projections Within fifteen (15) following approval by the Borrower’s board of directors, and in any event within fifteen (15) days after the end of each fiscal year of Borrower, and as amended and/or updated Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Adjusted Quick Ratio (monthly) 1.75:1.00 :1.0 Yes No Minimum Debt Service Ratio (monthly) 1.25:1.00 :1.0 Yes No Maximum Term Debt (at all times) $ 2,400,000 $ _______ Yes No Performance Pricing Term Loan 2011 Revolving Line Applies Adjusted Quick Ratio > 2.00:1.00 Prime + 3.25% Prime +1.00% Yes No Adjusted Quick Ratio < 2.00:1.00 Prime + 3.75% Prime + 1.50% Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate. The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) SONIC FOUNDRY, INC. SONIC FOUNDRY MEDIA SYSTEMS, INC. BANK USE ONLY Received by: AUTHORIZED SIGNER By: Date: Name: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No