Common use of Reporting Covenants Required Complies Clause in Contracts

Reporting Covenants Required Complies. Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:

Reporting Covenants Required Complies. Company Prepared Monthly Financial Statements and a F/S Monthly, within 30 days YES NO Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end YES NO CPA Audited, Unqualified F/S Annually, within 180 days of each month Yes No Quarterly Financial Statements and a Compliance Certificate FYE YES NO Annual Business Plan (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)incl. operating budget) Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(AFYE YES NO Audit Annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) valuation reports YES NO 10-K Annually, within 5 days of SEC filing (Section 6.01(e)95 days) Within 30 days after completion Yes No All board packages delivered to board YES NO Total amount of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round Borrower’s cash and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Amount: $ YES NO investments Total amount of Borrower’s cash and Amount: $ YES NO investments maintained with Bank DESCRIPTION APPLICABLE Legal action Action > $100,000 (Section 6.02(c)) 200,000 Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) upon notice YES NO Inventory Disputes > $200,000 Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) upon notice YES NO Mergers & Acquisitions > $250,000 Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <upon notice YES NO Cross default with other agreements Notify promptly upon notice YES NO >$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <200,000 Judgment > $100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No 200,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES None. OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No 200,000 YES NO Permitted Indebtedness general basket (Section 7.05) Investments for stock repurchase <$100,000 $ Yes No 200,000 YES NO Permitted Investments for subsidiaries <$200,000 YES NO Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No 200,000 YES NO Permitted Investments to Subsidiaries (Section 7.06) for joint ventures <$500,000 / month $ Yes No 200,000 YES NO Permitted Investments general basket (Section 7.06) Liens for equipment leases <$100,000 $ Yes No IN WITNESS WHEREOF200,000 YES NO Permitted Transfers <$200,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Authorized Signer Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE SCHEDULE OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT Permitted Indebtedness (Exhibit A) The undersignedCompany has an outstanding balance payable to Gen-Probe / Hologic of $4,811,316.00 at September 30, 2013 resulting from the purchase of testing instruments. The amount due is unsecured and is non-interest bearing. The Company is required to make periodic payments to Gen-Probe pursuant to the Supply Agreement between Gen-Probe Incorporated and Roka Bioscience, hereby certifies that:Inc. dated May 27, 2011 (the “Gen-Probe Supply Agreement”). However, for the avoidance of doubt, per the agreed-upon provisions of the final Term Sheet with respect to this Agreement, such amount due under the Gen-Probe Supply Agreement is not to be considered “debt or sellers notes”. Permitted Investments (Exhibit A) None. Permitted Liens (Exhibit A) None. Prior Names (Section 5.5) None. Inventory or Equipment Locations (Section 5.5) Roka Bioscience, Inc. 20 Xxxxxxxxxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxxx, NJ 07059 Roka Bioscience, Inc. 10000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, XX 00000 Tech Trans / Xxxxxxx Distribution, Inc. 4800 Xxxxxxx Xxxx Xx. Memphis, TN 38141 FedEx 5000 Xxxxxx Xx. Memphis, TN In addition to the above locations, the Company has Atlas instruments on loan to customers in various states pursuant to Evaluation Agreements, Rental Agreements and Reagent Rental Agreements. Records of customer address locations are maintained by the Company will be provided upon request. Litigation (Section 5.6) None. SCHEDULE OF EXCEPTIONS TO LOAN AND SECURITY AGREEMENT – Continued Inbound Licenses (Section 5.12)

Reporting Covenants Required Complies. Monthly Borrower Prepared Financial Statements and a Monthly within 45 days Yes No CPA Audited Financial Statements FYE within 120 days Yes No Bank Statements Quarterly within 30 days Yes No Business Debt Schedule / Deferred Income Report FYE within 30 days Yes No Compliance Certificate (Section 6.01(a)) Quarterly within 30 days Yes No Borrower Projections FYE within 30 days Yes No Borrowing Base Report Monthly within 15 days Yes No A/R & A/P Agings Report Monthly within 15 days Yes No Borrower Tax Returns Within 30 days after the end of each month Filing Yes No Contract Backlog Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within within 30 days after the end of each fiscal quarter Yes No Annual financial statements Other Matters Have there been any amendments of or other changes to the capitalization table of the Borrower and to the Operating Documents of the Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. The following are the exceptions with respect to the certification above: (CPA auditedIf no exceptions exist, state “NONE.”) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ BANK USE ONLY CASTELLUM, INC., Received by: _____________________ a Nevada corporation authorized signer Date: _________________________ By: ___________________________(Section 6.01(c)SEAL) AnnuallyXxxx Xxxxxx Verified: ________________________ Chief Executive Officer authorized signer SPECIALTY SYSTEMS, within 90 days after the end of each fiscal year INC., Compliance Status: Yes No a New Jersey corporation By: ___________________________(SEAL) Xxxx Xxxxxx Chairman of the Board approved operating plan CORVUS CONSULTING, LLC dba CORVUS DEFENSE CONSULTING LLC, a Delaware limited liability company By: ___________________________(SEAL) Xxxx Xxxxxx Chairman of the Board Exhibit B to Loan and financial projections Security Agreement Castellum, Inc. et al. MAINNERVE FEDERAL SERVICES, INC., a Delaware corporation By: ___________________________(SEAL) Xxxx Xxxxxx Chairman of the Board GLOBAL TECHNOLOGY AND MANAGEMENT RESOURCES, INC., a Maryland corporation By: ___________________________(SEAL) Xxxx Xxxxxx Chairman of the Board Exhibit B to Loan and for Security Agreement Castellum, Inc. et al. SCHEDULE I TO COMPLIANCE CERTIFICATE Financial Covenants of Borrower In the next fiscal year (Section 6.01(d)) 30 days prior to event of a conflict between this Schedule I and the start Loan Agreement, terms of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB the Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:shall govern.

Reporting Covenants Required Complies. Board approved projections FYE within 30 days and within 10 days of any updates/amendments Yes No Pre-IPO Monthly Financial Statements and a financial statements with Compliance Certificate Statement Monthly within 30 days Yes No N/A Annual financial statement (Section 6.01(a)CPA Audited) Within 30 + XX XXX within 180 days Yes No N/A Post-IPO Quarterly financial statements with Compliance Statement Quarterly within later of (i) 45 days after the end last day of each month quarter or (ii) within 5 days of filing with SEC Yes No Quarterly Financial Statements N/A Annual financial statement (CPA Audited) + XX XXX within 95 days Yes No N/A 10-Q, 10-K and a Compliance Certificate (Section 6.01(b)) 8-K Within 30 5 days after the end of each fiscal quarter filing with SEC Yes No Annual financial statements (CPA audited) (Section 6.01(c)) AnnuallyN/A Other Matters Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, within 90 days after the end provide copies of each fiscal year any such amendments or changes with this Compliance Statement. Yes No Board approved operating plan and financial projections and for The following are the next fiscal year (Section 6.01(d)) 30 days prior exceptions with respect to the start of each fiscal year Yes certification above: (If no exceptions exist, state “No 409(Aexceptions to note.”) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTSPIPELINE THERAPEUTICS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Date: Name: Verified: Title: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT E INCUMBENCY C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: _____________________ LOAN PAYMENT: PIPELINE THERAPEUTICS, 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 #) (Deposit Account #) Amount of 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: Phone Number: Print 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) #: 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: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT D BORROWING RESOLUTIONS CORPORATE BORROWING CERTIFICATE The undersignedBORROWER: PIPELINE THERAPEUTICS, INC. DATE: ___________________ BANK: SILICON VALLEY BANK I hereby certify as follows, hereby certifies thatas of the date set forth above:

Reporting Covenants Required Complies. Monthly Financial Statements and a financial statements with Compliance Certificate (Section 6.01(a)) Within Statement Monthly within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA auditedAudited) FYE within 180 days Yes No A/R & A/P Agings Monthly within 30 days Yes No Deferred Revenue report (Section 6.01(c)if applicable) Annually, Monthly within 90 30 days after the end of each fiscal year Yes No Accrued sales rebate schedule Monthly within 30 days Yes No Detailed accrued accounts payable schedule Monthly within 30 days Yes No Borrowing Base Statement (if Advances or Non-Formula Advances are outstanding) Monthly within 30 days during Streamline Period; Weekly if Streamline Period not in effect Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Board approval Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Performance Pricing Net Cash Applicable Rate Applies Streamline Period Net Cash ³ $10,000,000 WSJ Prime + 3.00% Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes Net Cash < $10,000,000* WSJ Prime + 4.00% Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly No Non-Formula Loans Net Cash Non-Formula Applicable Rate Applies Non-Formula Loan Eligible Net Cash ³ $10,000,000 WSJ Prime + 4.50% Yes No Description Applicable Legal action > Yes Net Cash < $100,000 (Section 6.02(c)) Notify promptly 10,000,000 WSJ Prime + 4.50% Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Financial Covenants Required Actual Complies Permitted Transfers general basket Compliance Maintain at least, as indicated: Minimum Liquidity (Section 7.02(iv)monthly) <$100,000 Prior to July 31, 2018 $ 15,000,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 On July 31, 2018 and thereafter $ 10,000,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement Minimum Revenue (revolv advancesquarterly) (Section 7.05) <$30,000,000 (Advances and Bank Services) April 30, 2018 $ 20,498,600 $ Yes No <$2,000,000 (Bank Services) July 31, 2018 $ 23,436,200 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) October 31, 2018 $ 26,288,800 $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 January 31, 2019 $ 29,437,200 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the undersigned has executed date of this Compliance Certificate on Statement. The following are the exceptions with respect to the statements above: (If no exceptions exist, 20 . ADAPTIVE INSIGHTS, INC. By: Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:state “No exceptions to note.”)

Reporting Covenants Required Complies. Monthly Financial Statements and a Quarterly consolidated financial statements with Compliance Certificate Quarterly within 40 days Yes No Consolidating financial statements Within 40 days of June 30th and December 31st Yes No N/A Annual financial statement (Section 6.01(a)CPA Audited) FYE within 150 days Yes No 10‑Q, 10‑K and 8-K Within 30 5 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) Annually, within 90 days after the end of each fiscal year filing with SEC Yes No Board approved operating plan and financial projections and for 45 days after FYE Yes No The following are the next fiscal year (Section 6.01(d)) 30 days prior exceptions with respect to the start of each fiscal year Yes certification above: (If no exceptions exist, state “No 409(Aexceptions to note.”) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 1 5741777v2 AGENUS INC.ANTIGENICS INC. By: Name: Title: BANK USE ONLY Received by: _____________________ AUTHORIZED SIGNER Date: _________________________ Verified: ________________________ AUTHORIZED SIGNER Date: _________________________ Compliance Status: Yes No 5741777v2 EXHIBIT E INCUMBENCY CERTIFICATE The undersignedC – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: _____________________ LOAN PAYMENT: AGENUS INC. and ANTIGENICS 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 #) (Deposit Account #) Amount of Term Loan $___________________________ 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, hereby certifies that: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: Phone Number: Print 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, Eastern Time Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: 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: ___________________________ 2nd Signature (if required): _______________________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________________ Telephone #: Telephone #: 5741777v2 1545276.5

Reporting Covenants Required Complies. ​ ​ ​ Compliance Statement Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within within 30 days after the end of each month (except for themonths ending March 31, June 30, September 30, and December 31) Yes No Quarterly Financial Statements financial statements with Compliance Statement Q1, Q2, and a Compliance Certificate (Section 6.01(b)) Within 30 Q3 within 45 days after the end of each fiscal quarter Yes No 10-Q Report Within 45 days of Q1, Q2, and Q3 Yes No 10-K Report and Annual financial statements (CPA auditedAudited) (Section 6.01(c)) Annually, FYE within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) FYE within 30 days prior and as amended/updated Yes No Filed 10-Q, 10-K and 8-K Within 10 days after filing withSEC Yes No ​ ​ The following are the exceptions with respect to the start statements above: (If no exceptions exist, state “No exceptions to note.”) ​ --------------------------------------------------------------------------------------------------------------------------------------------------------------- ​ The following bank account information set forth on Schedule 1 attached hereto is true and correct as of the date of this Compliance Statement: ​ ​ ​ ​ Schedule 1 ​ BANK ACCOUNT REPORT ​ Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower confirms that the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board Borrower, Subsidiary, or Guarantor, as applicable. Each new account that has been opened since delivery of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOF, the undersigned has executed this previous Compliance Certificate on , 20 is designated below with a “*”. ADAPTIVE INSIGHTS​ ​ ​ Depository AC # Financial Institution Account Type (Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: ​ ​ 1 ​ ​ ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ ​ 5 ​ ​ ​ ​ ​ ​ 6 ​ ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ ​ SUBSIDIARY Name/Address ​ ​ 1 ​ ​ ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ ​ 5 ​ ​ ​ ​ ​ ​ 6 ​ ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ ​ GUARANTORName/Address ​ ​ 1 ​ ​ ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ ​ 5 ​ ​ ​ ​ ​ ​ 6 ​ ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM ​ DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME ​ Date: _____________________ ​ LOAN PAYMENT: OLEMA PHARMACEUTICALS, INC. By: ​ From Account #________________________________To Account #__________________________________________ (Deposit Account #)(Loan Account #) Principal $____________________________________and/or Interest $________________________________________ ​ Authorized Signature:​ ​Phone Number:​ ​ Print Name: /Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned​ ​ ​ 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 #)(Deposit Account #) ​ Amount of Term Loan 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, hereby certifies that: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 and correct in all material respects as of such date: ​

Reporting Covenants Required Complies. Monthly Financial Statements and a Company Prepared F/S Monthly, within 30 days YES NO Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end and Quarterly, within 5 days of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end SEC filing of each fiscal quarter Yes No Annual financial statements (10-Q YES NO CPA audited) (Section 6.01(c)) Audits, Unqualified F/S Annually, within 90 5 days after of SEC filing of 10-K (95 days) YES NO 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Minimum Liquidity 1.50:1.00 __________:1.00 YES NO Maximum Cumulative Net Loss See Section 6.7(b) of the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advancestested quarterly) (Section 7.05$____________________) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFYES NO Please Enter Below Comments Regarding Covenant Violations: Detroit_747467_6 The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Authorized Signer Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersignedBANK USE ONLY Rec'd By: _________________________ Date: _________________________ Reviewed By: _________________________ Date: _________________________ Financial Compliance Status: YES / NO Detroit_747467_6 SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) Accounts payable trade, accrued employee compensation and payroll taxes, hereby certifies thatITC in the amount of $201,000 payable in July of 2007 and $250,000 payable in July 2008. Permitted Investments (Exhibit A) None Permitted Liens (Exhibit A) None Prior Names (Section 5.5) Seattle Filmworks Manufacturing Opticolor, Inc. PhotoWorks Digital Imaging, Inc. Litigation (Section 5.6) None Subsidiaries (Section 5.10) Seattle Filmworks Manufacturing (inactive) Opticolor, Inc. (inactive) Photoworks Digital Imaging, Inc. (inactive) Inbound Licenses (Section 5.12) Pixami $ 35,000 Omniture $ 35,000 Data Direct $31,000 Windows 2000 advance server + MS SQL server Veritas NetBackup server + 165 clients for imagestore KANA customer service resource management $160,000 Detroit_747467_6 Corporation Resolutions and Incumbency Certification Authority to Procure Loans I certify that I am the duly elected and qualified Secretary of PhotoWorks, Inc. (the “Corporation”); that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation in accordance with its bylaws and applicable statutes. Copy of Resolutions: Be it Resolved, That:

Reporting Covenants Required Complies. Company Prepared Monthly Financial Statements and a F/S Monthly, within 30 days YES NO Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (YES NO CPA audited) (Section 6.01(c)) Audited, Unqualified F/S Annually, within 90 120 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) FYE YES NO Borrowing Base Certificate Monthly, within 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within and before any Advance YES NO EEU Production Report Monthly, within 30 days after completion Yes and 2 days before any Advance YES NO EEU Backlog Report Monthly, within 30 days YES NO A/R & A/P Agings Monthly, within 30 days YES NO Annual Forecast Annually, within 30 days of FYE YES NO Inventory Report Monthly, within 30 days YES NO Patents/Trademarks Notify promptly upon application/registration with USPTO YES NO Copyrights Notify within 30 days of application/registration with YES NO US Copyright Office Audit Three times a year YES NO No All board packages delivered to board Default Certificate Monthly, within 30 days / Annually, within 120 days of directors FYE YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (Section 6.02(a)50 days) When delivered to board Yes YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower’s cash and Amount: $N/A YES NO investments Total amount of Borrower’s cash and Amount: $N/A YES NO investments maintained with Bank DESCRIPTION APPLICABLE No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action events that would have a Material Notify promptly upon notice ______________ YES NO Adverse Effect Inventory Disputes > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) upon notice ______________ YES NO Mergers & Acquisitions > $0 Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) upon notice ______________ YES NO Cross default with other agreements Notify promptly Yes No Negative Covenants Required Actual Complies upon notice ______________ YES NO >$100,000 Judgement > $100,000 Notify promptly upon notice ______________ YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED QUARTERLY, UNLESS OTHERWISE NOTED: Maximum Leverage Ratio 3.25:1.00 __________:1.00 YES NO Debt Service Coverage Ratio 1.20:1.00 __________:1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Transfers general basket (Section 7.02(iv)) Purchase Money Debt <$100,000 $ Yes No 500,000 per year ______________ YES NO Permitted distributions Investments for stock repurchases (Section 7.04(ii)(2)) repurchase <$100,000 $ Yes No 250,000 per year ______________ YES NO Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) Investments for subsidiaries <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No 0 ______________ YES NO Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No 250,000 per year ______________ YES NO Permitted Investments to Subsidiaries (Section 7.06) for joint ventures <$0 ______________ YES NO Liens Securing Permitted Purchase Money <$500,000 / month $ Yes No per year ______________ YES NO Debt Permitted Investments general basket (Section 7.06) Transfers <$100,000 $ Yes No IN WITNESS WHEREOF0 ______________ YES NO Permitted FS Investments <$500,000 in aggregate ______________ YES NO after 06-25-10 for the initial ______________ YES NO investment and < $3,000,000 in aggregate (rolling 12 mos) Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Authorized Signer Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersigned, , hereby certifies that:K FORM OF WARRANT DELIVERED WITH SECOND MODIFICATION TO CREDIT AGREEMENT [See Exhibit 10.25.7]

Reporting Covenants Required Complies. Monthly Financial Statements and a Company Prepared Quarterly F/S Quarterly, within 45 days YES NO Compliance Certificate (Section 6.01(a)) Within 30 Quarterly, within 45 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (YES NO CPA audited) (Section 6.01(c)) Audited, Unqualified F/S Annually, within 90 days after the end of each fiscal year Yes No Board approved FYE YES NO A/R and A/P Agings Quarterly, within 45 days YES NO Annual Business Plan (incl. operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)budget) Within 30 60 days after completion Yes No All board packages delivered FYE YES NO Audit Annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Loan Parties’ cash in United States, Singapore and Germany Amount $ Total amount of Loan Parties’ cash in United States, Singapore and Germany maintained with Bank and Bank’s Affiliates Amount $ YES NO FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES TO BE TESTED QUARTERLY, UNLESS OTHERWISE NOTED: Minimum Adjusted Quick Ratio 1.50:1.00 ________________:1.00 YES NO Annual Recurring Revenue Refer to board Section 6.7 of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > Agreement $100,000 (Section 6.02(c)) Notify promptly Yes No Default________________ YES NO Please Enter Below Comments Regarding Violations: The Responsible Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, Event of Defaultincluding, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFwithout limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no Advances will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Authorized Signer Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE SCHEDULE OF EXCEPTIONS [See attached.] SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) None. Permitted Investments (Exhibit A) ● AvePoint, Inc. owns approximately 8% (86,957 shares) of Essential Co. Ltd., a limited company organized under the laws of the Republic of Korea. ● On November 29, 2013, the founders of AvePoint, Inc. entered into partially nonrecourse promissory notes in the aggregate amount of $4,038,000 due and payable November 29, 2022 (collectively, the Notes), as consideration for 300,000 Restricted Stock granted on same day to certain of the Company’s founding members. The undersignedpromissory notes bear an interest rate of 2% per annum. Permitted Liens (Exhibit A) None. Collateral (Section 5.3) None. Intellectual Property (Section 5.4) None. Prior Names (Section 5.5) None. Litigation (Section 5.6) None. Inbound Licenses (Section 5.12) ● AvePoint, Inc. has the following several inbound licenses or other agreements in place, hereby certifies that:the failure, breach or termination of which could reasonably be expected to cause a Material Adverse Effect, or that may otherwise restrict a Loan Party from granting a security interest in such Loan Party’s interest in such license or agreement or any other property. Licensed Software/IP/Technology Counterparty Contract Name Contract Date Exclusive (Yes/No) Azure Microsoft Corporation Server and Cloud Enrollment, Agreement No. E7958215 between AvePoint, Inc. and Microsoft Corporation June 26, 2017 No Dynamics 365 Microsoft Corporation Direct Enterprise Enrollment 76545139– Renewal between AvePoint, Inc. and Microsoft Corporation May 17, 2019 No O365 E3 Microsoft Corporation Direct Enterprise Enrollment 76545139– Renewal between AvePoint, Inc. and Microsoft Corporation May 17, 2019 No

Reporting Covenants Required Complies. Company Prepared Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within F/S; Compl. Cert. Monthly, within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (YES NO CPA audited) (Section 6.01(c)) Audited, Unqualified F/S; Compl. Cert. Annually, within 90 days after of FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 30 days YES NO Annual Business Plan (incl. operating budget)/Projections (detailed monthly) By 1/31 YES NO Intellectual Property Report Quarterly within 30 days YES NO Audit Initial and Semi-annual YES NO 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrower's cash and Amount: $ YES NO investments Total amount of Borrower's cash and Amount: $ YES NO investments maintained with Bank FINANCIAL/MILESTONE COVENANTS REQUIRED ACTUAL COMPLIES TNW (measured quarterly) Variance not greater than $1MM from projections as provided in the Agreement $ _____________ YES NO Minimum TNW Increase to TNW by not less than $5MM in net cash by the end of each fiscal year Yes No Board approved operating plan and financial the fourth (4th) quarter of 2013, compared to projections and for as provided in the next fiscal year (Section 6.01(d)) 30 days prior to Agreement $ _____________ YES NO FDA 510K approval – Next-Generation Xxxxx Xxxxx Monitor 9/30/13 YES NO FDA 510K approval – Next-Generation Cerebral Oximiter 9/30/13 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Defaultterms set forth in the Agreement, Event of Defaultincluding, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFwithout limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: _____________________________ Authorized Signer Name: Title: EXHIBIT E INCUMBENCY CERTIFICATE SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) None. Permitted Investments (Exhibit A) Ownership of one hundred percent (100%) of Statcorp. Permitted Liens (Exhibit A) None. Prior Names (Section 5.5) The undersigned, , hereby certifies that:Borrower also operates under the trade name “CASMED”. Litigation (Section 5.6)

Reporting Covenants Required Complies. Monthly Financial Statements and a Compliance Certificate (Section 6.01(a)) Within 30 days after Company Prepared Quarterly F/S If not timely filed with the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 SEC, quarterly, as soon as available, but in any event within 45 days after the end of each fiscal quarter Yes No YES NO Compliance Certificate Quarterly, within [45][90] days YES NO CPA Audited, Unqualified F/S If not timely filed with the SEC, annually, as soon as available, but in any event within 90 days of FYE YES NO Annual financial statements Business Plan (CPA auditedincl. operating budget) Within 60 days after FYE YES NO 10-Q Quarterly, within 5 days of SEC filing (Section 6.01(c)50 days) YES NO 10-K Annually, within 90 5 days after of SEC filing (95 days) YES NO Total amount of Loan Parties’ cash in United States, United Kingdom, Singapore and Germany Amount: $__________________ Total amount of Loan Parties’ cash in United States, United Kingdom, Singapore and Germany maintained with Bank and Bank’s Affiliates Amount: $__________________ FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES TO BE TESTED QUARTERLY, UNLESS OTHERWISE NOTED: Minimum Consolidated Fixed Charge Coverage Ratio 1.25:1.00 ____:1.00 YES NO Maximum Consolidated Total Leverage Ratio 2.50 :1.00 ____:1.00 YES NO APPLICABLE MARGIN: Based on the end of each fiscal year Yes No Board approved operating plan Total Leverage Ratio set forth above, the Applicable Margin should be [3.25% for Term SOFR Rate Advances and financial projections 2.25% for Prime Rate Advances] or [3.00% for Term SOFR Rate Advances and 2.00% for Prime Rate Advances] for the next fiscal year (succeeding period. UNUSED FACILITY FEE: Pursuant to Section 6.01(d)) 30 days prior to 2.5 of the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFAgreement, the undersigned has executed this Compliance Certificate on quarterly unused facility fee for the fiscal quarter ending [_____ __], 20 20[__] is [____]. ADAPTIVE INSIGHTSPlease Enter Below Comments Regarding Violations: The Responsible Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, INCincluding, without limitation, the financial covenants, no Advances will be made. By: Very truly yours, _______________________________________ Authorized Signer Name: Title: EXHIBIT [Signature Page to Compliance and Pricing Certificate] Exhibit E INCUMBENCY CERTIFICATE The Form of Revolving Note $30,000,000 New York, New York [_______ __], 2023 FOR VALUE RECEIVED, the undersigned, AVEPOINT, INC. (“Borrower”), hereby certifies thatunconditionally promises to pay, on or before the Revolving Maturity Date, to the order of HSBC Bank USA, National Association (“Bank”) at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Xxx Xxxxxx, or at the holder’s option, at such other place as may be designated by the holder, in lawful money of the United States of America, a principal sum equal to the lesser of THIRTY MILLION AND 00/100 DOLLARS ($30,000,000.00) or the aggregate unpaid principal amount of all Advances made by Bank to the Borrower from time to time under that certain Loan and Security Agreement, dated as of November 3, 2023, by and among the Borrower, certain Subsidiaries of the Borrower party thereto as Guarantors, and the Bank, as the same may hereafter be amended, amended and restated, supplemented, renewed, restated, replaced or otherwise modified from time to time (the “Loan Agreement”) as evidenced by the inscriptions made on the schedule attached hereto, or any continuation thereof (the “Schedule”). The Borrower further promises to pay interest on the unpaid principal amount hereof from time to time at the rates and at such times as are specified in the Loan Agreement. All capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Loan Agreement. The Bank and each holder of this Note are authorized to inscribe on the Schedule, the date of the making of each Advance, the amount of each Advance, the applicable rate options and Interest Periods, all payments on account of principal and the aggregate outstanding principal balance of this Note from time to time unpaid. Each entry set forth on the Schedule shall be prima facie evidence of the facts so set forth. No failure by the Bank or any holder of this Note to make, and no error in making, any inscriptions on the Schedule shall affect Borrower’s obligation to repay the full principal amount loaned to or for the account of Borrower, or the Borrower’s obligation to pay interest thereon at the agreed upon rate. If any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and the Borrower will pay interest thereon at the then applicable rate until the date of actual receipt of such installment by the holder of this Note. No failure by the holder to exercise, and no delay in exercising, any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the holder of any right or powers hereunder preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the holder as herein specified are cumulative and not exclusive of any other rights or remedies which the holder may otherwise have. No modification, rescission, waiver, release or amendment of any provision of this Note shall be made except by a written agreement subscribed by a duly authorized officer of the Borrower and the holder hereof. Borrower waives diligence, presentment, protest and demand, and also notice of protest, demand, dishonor and nonpayment of this Note. This Note evidences a borrowing under the Loan Agreement to which reference is hereby made with respect to interest rate options and periods, prepayments of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and rights of acceleration of the principal hereof on the occurrence of certain events. The obligations of the Borrower under this Note, and the obligations of the Guarantors under the Loan Documents, are secured by the Collateral. Xxxxxxxx agrees to pay on demand all reasonable costs and expenses incurred by the holder in enforcing this Note or in collecting the indebtedness evidenced hereby, including, without limitation, if the holder retains counsel for any such purpose, reasonable attorneys’ fees and expenses. This Note shall be construed under, and governed by, the internal laws of the State of New York without regard to principles of conflicts of laws. The Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement. AVEPOINT, INC., as Borrower By:___________________________________ Name: Title: SCHEDULE LOANS, RATE OPTIONS AND PAYMENTS OF PRINCIPAL TYPE OF LOAN DATE LOAN MADE, CONTINUED OR CONVERTED AMOUNT OF LOAN MADE, CONTINUED OR CONVERTED INTEREST PERIOD DATES INTEREST PERIOD DATES AMOUNT OF PRINCIPAL PAID OR PREPAID AGGREGATE UNPAID PRINCIPAL BALANCE NOTATION MADE BY AND DATE SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Exhibit A) None. Permitted Investments (Exhibit A) ● AvePoint, Inc. owns 100% (1,242,678 shares) of AvePoint Korea Co. Ltd., a limited company organized under the laws of the Republic of Korea. Permitted Liens (Exhibit A) None. Collateral (Section 5.3) None. Intellectual Property (Section 5.4) None. Prior Names (Section 5.5) None. Litigation (Section 5.6) None. Subsidiaries (Section 5.10) AvePoint, Inc. owns 100% of AvePoint Ventures, LLC Schedule of Exceptions - 1 Inbound Licenses (Section 5.12) ● AvePoint, Inc. has the following several inbound licenses or other agreements in place, the failure, breach or termination of which could reasonably be expected to cause a Material Adverse Effect, or that may otherwise restrict a Loan Party from granting a security interest in such Loan Party’s interest in such license or agreement or any other property. Licensed Software/ IP/ Technology Counterparty Contract Name Contract Date Exclusive (Yes/No) Azure Microsoft Corporation Server and Cloud Enrollment, Agreement No. E7958215 between AvePoint, Inc. and Microsoft Corporation December 1, 2022 No Dynamics 365 Microsoft Corporation Direct Enterprise Enrollment 83343459– Renewal between AvePoint, Inc. and Microsoft Corporation June 30, 2022 No O365 E3 Microsoft Corporation Direct Enterprise Enrollment 83343459– Renewal between AvePoint, Inc. and Microsoft Corporation June 30, 2022 No

Reporting Covenants Required Complies. Monthly Financial Statements and a Company Prepared F/S Monthly, within 30 days (45 days post-IPO) YES NO Compliance Certificate (Section 6.01(a)) Within Monthly, within 30 days after the end of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)45 days post-IPO) Within 30 days after the end of each fiscal quarter Yes No Annual financial statements (YES NO CPA audited) (Section 6.01(c)) Audits, Unqualified F/S Annually, within 90 150 days after the end of FYE YES NO Board Approved Projections Annually, by 4/30 of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) YES NO Bookings Report Quarterly, within 30 days prior to the start of each fiscal year Yes No 409(A(45 days post-IPO) valuation reports (Section 6.01(e)) Within YES NO Renewal Rate Report Quarterly, within 30 days after completion Yes No All board packages delivered to board (45 days post-IPO) YES NO A/R Aging Monthly, within 30 days (45 days post-IPO) YES NO A/P Aging Monthly, within 30 days (45 days post-IPO) YES NO Borrowing Base Certificate Monthly, within 30 days (45 days post-IPO) YES NO Intellectual Property Report Quarterly, within 30 days (45 days post-IPO) If Public: 10-Q Quarterly, within 5 days of directors SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO FINAICIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, DURING ANY COVENANT TEST PERIOD Adjusted Revenue $100,000,000.00 $ YES NO Cash at Bank See Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services6.7(b) $ Yes No <YES NO EXPENDITURE COVENANTS REQUIRED ACTUAL COMPLIES Capital Expenditures < $2,000,000 (Bank Services) 3,000,000.00 annually $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <YES NO Capitalized Software Expenses < $1,400,000 (decreases as principal repaid) 10,000,000.00 annually $ Yes No Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments for employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFYES NO Please Enter Below Comments Regarding Covenant Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. BANK USE ONLY Rec’d By: Authorized Signer Date: Reviewed By: Name: Date: Financial Compliance Status: YES/NO Title: EXHIBIT E INCUMBENCY CERTIFICATE The undersignedH JOINDER AGREEMENT This JOINDER AGREEMENT is entered into as of June 19, 2012, hereby certifies that:among BAZAARVOICE, INC., a Delaware corporation (“Parent”), POWERREVIEWS, LLC, a Delaware limited liability company (“PowerReviews”), and COMERICA BANK (“Bank”).

Reporting Covenants Required Complies. Monthly Financial Statements and a Company Prepared Quartrly F/S (Consolidated and, for U.S. operations, consolidating) Quarterly, within 45 days of QE YES NO Company Prepared Annual F/S (Consolidated and, for U.S. operations, consolidating) Annually, within 25 days of FYE YES NO Compliance Certificate (Section 6.01(a)) Within 30 Monthly, within 25 days after the end if Advances outstanding; Quarterly, within 25 days of each month Yes No Quarterly Financial Statements and a Compliance Certificate (Section 6.01(b)) Within 30 QE if Advances are not outstanding YES NO Eligible Accts. Certif., A/R & A/P Agings Monthly, within 25 days after the end if Advances outstanding; Quarterly, within 25 days of each fiscal quarter Yes No Annual financial statements (CPA audited) (Section 6.01(c)) QE if Advances are not outstanding YES NO Intellectual Property Report Quarterly, within 45 days YES NO If Public: 10Q Quarterly, within 45 days of QE YES NO 10K Annually, within 90 days after the end of each fiscal year Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) 30 days prior to the start of each fiscal year Yes No 409(A) valuation reports (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable FYE YES NO DESCRIPTION APPLICABLE Legal action Action > $100,000 (Section 6.02(c)) 250,000 Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) upon notice YES NO Inventory Disputes > $250,000 Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE REPORTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Section 7.02(iv)Reported Quarterly) <See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage (Reported Monthly) 1.50:1.00 :1.00 YES NO Liquidity (Reported Monthly) $100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advances) (Section 7.05) <$30,000,000 (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loans) (Section 7.05) <$1,400,000 (decreases as principal repaid) $ Yes No 60,000,000 OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases (Section 7.05) <$100,000 < $ Yes No 250,000 YES NO Permitted Indebtedness general basket (Section 7.05) <$100,000 Investments for stock repurchase < $ Yes No 250,000 YES NO Permitted Investments for subsidiaries < $ 1,000,000 YES NO Permitted Investments for employee loans (Section 7.06) <$50,000 < $ Yes No 1,000,000 YES NO Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month for joint ventures < $ Yes No 1,000,000 YES NO Permitted Investments general basket (Section 7.06) <$100,000 Liens for equipment leases < $ Yes No IN WITNESS WHEREOF250,000 YES NO Permitted Transfers < $ 1,000,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the undersigned has executed this Compliance Certificate on financial covenants, 20 no credit extensions will be made. ADAPTIVE INSIGHTSVery truly yours, INC. By: Name: Title: Authorized Signer Name Title EXHIBIT E INCUMBENCY CERTIFICATE The undersignedLibor/Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT F Form of Eligible Accounts Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Technology & Life Sciences Division Loan Analysis Department 000 Xxxxxx Xxxxxx 0xx Xxxxx, XX 0000 Xxxx Xxxx, hereby certifies that:XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $

Reporting Covenants Required Complies. Monthly Financial Statements and a with Compliance Certificate As soon as available, but no later than thirty (Section 6.01(a)30) Within 30 days after the end last day of each calendar month Yes No Quarterly Financial Statements and a Compliance Certificate As soon as available, but no later than forty-five (Section 6.01(b)45) Within 30 days after the end last day of each fiscal calendar quarter Yes No Annual financial statements Financial Statement (CPA auditedAudited) (Section 6.01(c)) Annually, FYE within 90 days Yes No 10-Q, 10-K and 8-K Within 5 days after the end of each fiscal year filing with SEC Yes No Board approved operating plan and financial projections and for the next fiscal year (Section 6.01(d)) Projections Annually within 30 days prior of Parent Board approval, and as amended/updated by Parent Board approval Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) Other Matters Have there been any material amendments of or other changes to the start capitalization table of each fiscal year Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No 409(AThe following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) valuation reports EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Date: _____________________ Loan Payment: MEDAVAIL HOLDINGS, INC., on behalf of all Borrowers From Account #________________________________ To Account #__________________________________________ (Section 6.01(e)) Within 30 days after completion Yes No All board packages delivered to board of directors (Section 6.02(a)) When delivered to board Yes No Detailed capitalization table by round and investor (Section 6.02(b)) Quarterly Yes No Description Applicable Legal action > $100,000 (Section 6.02(c)) Notify promptly Yes No Default, Event of Default, Event of Loss or Material Adverse Effect (Section 6.02(d)) Notify promptly Yes No Formation of any Subsidiary (Section 6.02(e)) Notify promptly Yes No Negative Covenants Required Actual Complies Permitted Transfers general basket (Section 7.02(iv)) <$100,000 $ Yes No Permitted distributions for stock repurchases (Section 7.04(ii)(2)) <$100,000 $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (revolv advancesDeposit Account #) (Section 7.05Loan Account #) <Principal $30,000,000 ____________________________________ 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 #__________________________________________ (Advances and Bank Services) $ Yes No <$2,000,000 (Bank Services) $ Yes No Permitted Indebtedness pursuant to SVB Loan Agreement (equipment loansAccount #) (Section 7.05Deposit Account #) <Amount of Term Loan Advance $1,400,000 (decreases as principal repaid) $ Yes No Permitted Indebtedness ___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete on the date of the request for equipment leases (Section 7.05) <$100,000 $ Yes No Permitted Indebtedness general basket (Section 7.05) <$100,000 $ Yes No Permitted Investments an advance: Authorized Signature: Phone Number: Print 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 employee loans (Section 7.06) <$50,000 $ Yes No Permitted Investments to Subsidiaries (Section 7.06) <$500,000 / month $ Yes No Permitted Investments general basket (Section 7.06) <$100,000 $ Yes No IN WITNESS WHEREOFsame day processing is noon, the undersigned has executed this Compliance Certificate on , 20 . ADAPTIVE INSIGHTS, INC. By: Pacific time Beneficiary Name: _____________________________ Amount of Wire: $ Beneficiary Bank: ______________________________ Account Number: City and State: Beneficiary Bank Transit (ABA) #: 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: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ EXHIBIT E INCUMBENCY CERTIFICATE C Form of Disbursement Letter [see attached] DISBURSEMENT LETTER [DATE] The undersigned, each being an Authorized Signer of (a) MEDAVAIL HOLDINGS, INC., a Delaware corporation, (b) MEDAVAIL PHARMACY INC., an Arizona corporation, (c) MEDAVAIL, INC., a Delaware corporation, (d) MEDAVAIL TECHNOLOGIES (US) INC., a Delaware corporation, and (e) MEDAVAIL TECHNOLOGIES INC., a corporation organized under the laws of the province of Ontario, Canada (each and together, jointly and severally, “Borrower”), do hereby certifies certify to (i) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (ii) SVB, as a lender, and (iii) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”) in connection with that certain Loan and Security Agreement dated as of June 7, 2021, by and among Borrower, Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that: