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, 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, 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. Notwithstanding the foregoing, the “Collateral” does not include (a) more than 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Borrower, the Secured Party, SEN Corporation and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. The undersigned authorized officer of Axcelis Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between, inter alia, 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 Domestic 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 Domestic 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)

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, AccountsAccounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intangibles (including Intellectual Property) commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates 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 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. Notwithstanding EXHIBIT B – ADVANCE FORM October 29, 2021 The undersigned, being the foregoingduly elected and acting Chief Executive Officer of INTERPACE BIOSCIENCES, the INC., a Delaware corporation (“Collateral” does not include (a) more than 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000Parent”), INTERPACE DIAGNOSTICS CORPORATION, a Delaware corporation (c“Diagnostics Corporation”), INTERPACE DIAGNOSTICS, LLC, a Delaware limited liability company (“Diagnostics”) monies on deposit and INTERPACE PHARMA SOLUTIONS, INC., a Delaware corporation (“Pharma Solutions”, and together with Parent, Diagnostics Corporation, and Diagnostics, each and together, jointly and severally, “Borrower”), does hereby certify to BROADOAK FUND V, L.P. (“Lender”) in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance connection with that certain Consent Loan and Security Agreement dated as of March 30October 29, 2009 2021, by and among the Borrower, the Secured Party, SEN Corporation and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. The undersigned authorized officer of Axcelis Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between, inter alia, Borrower and Bank Lender (the “Loan Agreement”), (1) Borrower is in complete compliance for ; with other capitalized terms used below having the period ending with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties meanings ascribed thereto 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, (4Loan Agreement) Borrower, and each of its Domestic 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 Domestic 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)that:

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, AccountsAccounts (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, 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. Notwithstanding the foregoingEXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon P.S.T. Fax To: Date: Loan Payment: HEALTH GRADES, the “Collateral” does not include INC. From Account # To Account # (aDeposit Account #) more than 66% (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 presently existing and hereafter arising issued and outstanding shares funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Advance $ All Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party representations and warranties in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Borrower, the Secured Party, SEN Corporation and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. The undersigned authorized officer of Axcelis Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement betweenare true, inter alia, Borrower correct 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 the date except as noted belowof 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, (4) Borrower, and each of its Domestic 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 Domestic 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. Please indicate compliance status by circling Yes: Authorized Signature: Phone Number: Print Name/No under “Complies” column. Reporting Covenant Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)Title:

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of each Borrower’s right, title and interest in and to the following personal propertyproperty wherever located, whether now owned or existing or hereafter acquired, created or arising: All goods, AccountsAccounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General IntangiblesIntangibles (including all Intellectual Property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates 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 such 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 (both cash and non-cash) and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoingEXHIBIT 10.1 EXHIBIT B COMPLIANCE CERTIFICATE Date: ___________ TO: CALLA LILY HOLDINGS LLC, the “Collateral” does not include (a) more than 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof a Delaware limited liability company FROM: ZOVIO INC, a Delaware corporation Reference is made to vote for directors or any other matter, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Borrower, the Secured Party, SEN Corporation and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. The undersigned authorized officer of Axcelis Technologies, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement betweenAgreement, inter aliadated September __, Borrower and Bank 2022 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”), among ZOVIO INC, a Delaware corporation (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) BorrowerRepresentative”), and each of its Domestic Subsidiariesother Person party thereto as a borrower from time to time (collectively, has timely filed all required tax returns and reports“Borrowers”, and Borrower has timely paid all foreigneach, federala “Borrower”), state and local taxesCALLA LILY HOLDINGS LLC, assessments, deposits and contributions owed by Borrower except a Delaware limited liability company (“Lender”). Capitalized terms have meanings as otherwise permitted pursuant to the terms of Section 5.9 of defined in the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Domestic 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 authorized officer of Borrower Representative, hereby 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 and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)Agreement as follows:

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, AccountsAccounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreementsagreements (except as set forth below), franchise agreements, General IntangiblesIntangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates 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 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. Notwithstanding the foregoing, the “Collateral” Collateral does not include (a) more than 66% sixty-five percent (65.0%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, ; (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), any Intellectual Property; or (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in Licenses; provided, however, the Axcelis Licensed Collateral shall include all Accounts and all proceeds of Intellectual Property (as defined in and the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Borrower, the Secured Party, SEN Corporation and othersExcluded Licenses. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis TechnologiesAPELLIS PHARMACEUTICALS, Inc. INC. The undersigned authorized officer of Axcelis TechnologiesAPELLIS PHARMACEUTICALS, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between, inter alia, 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 Domestic 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 Domestic 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)):

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, AccountsAccounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intellectual Property, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates 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 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. Notwithstanding the foregoing, the “Collateral” does not include (a) more than 66% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent and Agreement dated as of March 30, 2009 among the Borrower, the Secured Party, SEN Corporation and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis TechnologiesFLUX POWER, Inc. INC. FLUX POWER HOLDINGS, INC. The undersigned authorized officer of Axcelis TechnologiesFlux Power, Inc. (“Flux”) and Flux Power Holdings, Inc. (“Holdings”, and together with Flux, the “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between, inter alia, 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 Domestic 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 Domestic 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Covenants Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement statements (CPA Audited) + XX XXX FYE within 120 180 days o Yes o No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No A/R & A/P Agings, Inventory transaction reports, Backlog Reports Deferred Revenue report, detailed debtor listing, general ledger, and perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at Borrowing Base Reports(including an accounts receivable ledger report and any time outstanding schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts) (and i) with each request for a Credit Extensionan Advance; and (ii) o monthly within 7 days of month end Yes o No Board approved projections FYE within 30 days and as amended/updated Yes No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)) Financial Covenant Required Actual Complies Maintain as indicated: Minimum Tangible Net Worth (monthly) See Section 6.9(a) $____________ 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.”) Flux Power, Inc. BANK USE ONLY Flux Power Holdings, Inc. 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, AccountsAccounts (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, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment propertyproperty (excluding that certain investment account (Account Number 00000000) of Borrower at Xxxxx Fargo Bank, National Association), 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. Notwithstanding the foregoing, the “Collateral” Collateral does not include (a) more than 6665% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter. EXHIBIT B — [FORM OF] NOTICE OF BORROWING CRAY INC. Date: To: Silicon Valley Bank 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, (b) monies on deposit in the Interest Reserve Escrow Account (to the extent amounts on deposit therein do not exceed $825,000), (c) monies on deposit in the Tax Payments Suspense Account (to the extent amounts on deposit therein do not exceed the amount necessary to pay Borrower’s next due installment of real estate taxes) or (d) the Excluded Deposits. The security interest granted by Borrower to Secured Party in the Axcelis Licensed Intellectual Property (as defined in the SEN License) is subject to the license granted to SEN Corporation pursuant to the terms of the SEN License in accordance with that certain Consent XX 00000 Attention: Corporate Services Department Re: Loan and Security Agreement dated as of March 30September 13, 2009 among the Borrower2010 (as amended, modified, supplemented or restated from time to time, the Secured Party“Loan Agreement”), SEN Corporation by and others. EXHIBIT B - COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK Date: FROM: Axcelis Technologies, Inc. The undersigned authorized officer of Axcelis Technologies, between Cray Inc. (“Borrower”), and Silicon Valley Bank (“SVB”) certifies that under Ladies and Gentlemen: The undersigned refers to the Loan Agreement, the terms defined therein and conditions used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan and Security Agreement betweenAgreement, inter alia, 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 Domestic 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 Domestic 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. Please indicate compliance status by circling Yes/No under “Complies” column. Reporting Covenant Required Complies Monthly and Quarterly consolidated and consolidating and financial statements with Compliance Certificate Monthly within 30 days (except quarter end)/45 days following each quarter-end o Yes o No Annual financial statement (CPA Audited) + XX XXX within 120 days o Yes o No A/R & A/P Agings, Inventory reports, Backlog Reports Monthly within 30 days o Yes o No Transaction Report Monthly within 30 days for months in which Obligations were at any time outstanding (and with each request for a Credit Extension) o Yes o No The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None”)an Advance.