Common use of Reporting Covenants Required Complies Clause in Contracts

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, 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. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 30 days YES NO Compliance Certificate Monthly, within 25 30 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 180 days of FYE YES NO Borrowing Base Cert., A/R & A/P Agings Monthly, within 25 20 days YES NO Backlog/Sell-through Reports Monthly, within 25 days Annual Business Plan (incl. operating budget) By 1/31 YES NO Intellectual Property Monthly Backlog Report AnnuallyMonthly, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q 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 investments Amount: $ YES NO Total amount of Borrower’s cash and investments maintained with Bank Amount: $ YES NO REPORTING COVENANTS DESCRIPTION APPLICABLE Legal Action > $250,000 100,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 100,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is Acquisitions > $5,000,000 100,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO > $100,000 YES NO Judgment > $1,000,000 100,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < <$250,000 YES NO Permitted Investments for stock repurchase < <$250,000 100,000 YES NO Permitted Investments for subsidiaries < <$1,000,000 100,000 YES NO Permitted Investments for employee loans < <$1,000,000 100,000 YES NO Permitted Investments for joint ventures < <$1,000,000 100,000 YES NO Permitted Liens for equipment leases < <$250,000 YES NO Permitted Transfers < <$1,000,000 100,000 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title Name: Title: EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (E PRIME REFERENCED ADDENDUM TO LOAN AND SECURITY AGREEMENT [please see attached] SCHEDULE OF EXCEPTIONS Permitted Indebtedness (Section 1.1) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: Permitted Investments (000Section 1.1) 000-0000 Fax: Permitted Liens (000Section 1.1) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Prior Names (Section 5.5) Litigation (Section 5.6) Inbound Licenses (Section 5.12)

Reporting Covenants Required Complies. Company Prepared Monthly Consolidated F/S (Consolidated andS, for U.S. operations, consolidating) MonthlyCustomer Detail Report Quarterly, within 25 50 days YES NO Compliance Certificate Monthly, within 25 days 30 days* YES NO CPA Audited, Unqualified F/S Annually, within 210 100 days of FYE YES NO Company Prepared Annual FA/S AnnuallyR Aging Monthly, within 25 days of FYE 30 days* YES NO A/P Aging Monthly, within 30 days* YES NO Borrowing Base Cert, A/R & A/P Agings Certificate Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual days* YES NO If Public: 10Q 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 100 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Minimum Liquidity Coverage See 6.7(b) of Agreement Ratio** 1.50:1.00 :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 Domesic Unrestricted Cash & Cash Equivalents $ YES NO Permitted Investments for stock repurchase < Minimum TNW Plus Subordinated Debt $250,000 80,000,000 $ YES NO Permitted Investments * 25 days for subsidiaries < each month after December 31, 2007. ** Minimum Liquidity Ratio defined as Domestic Unrestricted Cash and Cash Equivalents plus Eligible Accounts Receivable divided by all outstanding Indebtedness to Bank. When utilization of the credit facility exceeds 50%, the minumum domestic Unrestricted Cash and Cash Equivalents in the numerator should be no less than $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 YES NO 5,000,000. 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 financial covenants, no credit extensions will be made. Very truly yours, BANK USE ONLY Authorized Signer Name Title EXHIBIT Rec’d by: Date: Name: Reviewed by: Date: Financial Compliance Status: YES / NO Title: Exhibit F Prime Referenced Interest Rate Addendum To Loan and Security Agreement This Addendum to Loan and Security Agreement (see attachedthis “Addendum”) EXHIBIT G Form is entered into as of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: this 14th day of February 2007, by and between Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division (“Bank”), Nanometrics, Inc. (“Borrower”), Accent Optical Technologies Nanometrics Inc. (“Accent”), and Nanometrics IVS Inc. (“IVS”, and with Accent, each individually a “Guarantor”, and together, collectively, jointly and severally “Guarantors”). This Addendum supplements the terms of the Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $and Security Agreement of even date herewith.

Reporting Covenants Required Complies. Company Prepared Monthly Quarterly F/S (Consolidated and, for U.S. operations, consolidating) MonthlyEnd of each Fiscal Quarter, within 25 30 days YES NO Compliance Certificate MonthlyEnd of each Fiscal Quarter, within 25 30 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 150 days of FYE YES NO Borrowing Base Cert, A/R & R, A/P Agings MonthlyAgings& Inventory summary If Borrower's Cash at Bank is $20,000,000 or less, within 25 30 days of FQE YES NO Backlog/Sell-through Reports Monthly, within 25 days Annual Board Approved Projections By 1/31 YES NO Collateral Audit Annually YES NO Intellectual Property Report AnnuallyQuarterly, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice Total amount of Borrower's cash and investments Amount: $ YES NO Inventory Disputes > $250,000 Notify promptly upon notice Total amount of Borrower's cash andInvestments maintained with Bank Amount: $ YES NO Mergers & Acquisitions, cash consideration is > Capital Expenditures < $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice 10,000,000 YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLYQUARTERLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterlytested if Cash at Bank is less than $20,000,000) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < 50,000,000 $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 ________________ YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time a Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Title

Reporting Covenants Required Complies. Company Prepared Monthly Quarterly F/S (Consolidated and, for U.S. operations, consolidating) MonthlyQuarterly, within 25 45 days YES NO Compliance Certificate Quarterly, within 45 days (except as otherwise noted in Section 6.2(c)) YES NO Borrowing Base Certificate Monthly, within 25 30 days YES NO (except as otherwise noted in Section 6.2(d)) CPA Audited, Unqualified F/S Annually, within 210 90 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 Business Plan (incl. operating budget) Earlier of (i) 30 days after FYE or (ii) 7 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual approval from BOD YES NO If Public: 10Q 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 DESCRIPTION APPLICABLE Legal Action > COVENANTS REQUIRED COMPLIES Remaining Months Liquidity measured on a trailing 6 months bias At all times after the aggregate amount of Borrower’s Cash at Bank falls below $250,000 Notify promptly upon notice 50,000,000, 4.00 to 1.00 or Borrower must execute an Amendment to Loan and Security Agreement and Intellectual Property Security Agreement to provide Bank with a perfected first priority security interest on Borrower’s Intellectual Property YES NO Inventory Disputes > N/A Springing Collateral Coverage At all times after the aggregate amount of Borrower’s Cash at Bank falls below $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions50,000,000, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) Borrower shall maintain a Collateral Coverage Ratio of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.25 to 1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 N/A Creation/Acquisition of Subsidiaries In the then-next Compliance Certificate 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 financial covenants, no credit extensions will be made. Very truly yours, BERKELEY LIGHTS, INC. Authorized Signer Name Title Name: Title: EXHIBIT E Borrowing Base Certificate [to be attached] EXHIBIT F Prime Referenced Rate Addendum Form of Amendment to Loan and Security Agreement [to be attached] FORM OF AMENDMENT TO LOAN AND SECURITY AGREEMENT This Amendment to Amended and Restated Loan and Security Agreement (see attachedthis “Amendment”) EXHIBIT G Form is entered into as of Borrowing Base Certificate [ ], by and between EAST WEST BANK (“Bank”) and BERKELEY LIGHTS, INC. (“Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, 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. Company Prepared Monthly F/S financial statements (Consolidated and, for U.S. operations, consolidatingnot in conformity with GAAP) MonthlyMonthly within 30 days Yes No Monthly Compliance Certificate Monthly within 30 days Yes No Quarterly financial statements Quarterly within 45 days (except last quarter, within 25 days YES NO 90 days) Yes No Quarterly Compliance Certificate MonthlyQuarterly within 45 days (except last quarter, within 25 90 days) Yes No Board-Approved Projections Earlier of within 60 days YES NO CPA Audited, Unqualified F/S Annually, within 210 of Board approval or 60 days of FYE YES NO Company Prepared Yes No Annual F/S Annuallyfinancial statements (CPA Audited) FYE within 180 days Yes No 10‑Q, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell10‑K and 8-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within K Within 5 days after filing with SEC (except when posted or linked on Borrower’s website) Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- SELECTA BIOSCIENCES, INC. BANK USE ONLY By: Received by: AUTHORIZED XXXXXX Name: Date: Title: Verified: AUTHORIZED XXXXXX Date: Compliance Status: Yes No EXHIBIT C - LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Eastern Time Fax To: Date: _____________________ LOAN PAYMENT: SELECTA BIOSCIENCES, INC. From Account # To Account # (Deposit Amount #) (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 SEC filing the funds from this loan advance are for an outgoing wire. From Account # To Account # (50 daysLoan Account #) YES NO 10K Annually(Deposit Amount #) Amount of Advance $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, within 5 days correct and complete in all material respects on the date of SEC filing 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, Eastern Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (95 daysABA) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions#: Beneficiary Bank Code (Swift, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default 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 other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 and subject to the terms and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), including, without limitation, the financial covenants, no credit extensions will be madewhich agreements(s) were previously received and executed by me (us). Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement Signature: 2nd Signature (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrowerif required): Print Name/Title: NeoPhotonics Corporation BankPrint Name/Title: Comerica Bank Commitment AmountTelephone #: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Telephone #:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 30 days YES NO Compliance Certificate Monthly, within 25 (45 days for last month of each fiscal quarter and each month after an IPO) YES NO CPA Audited, Unqualified F/S Annually, within 210 150 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 (90 days of FYE after an IPO) YES NO Borrowing Base CertCertificate Monthly, within 20 days after the 10th of each month YES NO A/R & A/P Agings Monthly, within 25 30 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report AnnuallyStudent bad debt payable liability report Quarterly, within 30 days YES NO Audit Semi-annual Annual Projections Annually, within 30 days of FYE YES NO If Public: 10Q Intellectual Property Report Quarterly, within 5 30 days of SEC filing (50 days) YES NO 10K Annually, within 5 days Total amount of SEC filing (95 days) Borrower’s cash and investments Amount: $ YES NO Total amount of Borrower’s cash and investments maintained with Agent Amount: $ YES NO DESCRIPTION APPLICABLE Legal Action > Cross default with other agreements >$250,000 200,000 (Section 9.1(f)) Notify promptly upon notice YES NO Inventory Disputes Judgments/Settlements > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 200,000 (Section 9.1(j)) Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth NOTED Minimum Revenue (Tested Quarterlytested quarterly) See 6.7(aSection 7.9(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement Minimum Adjusted Quick Ratio 1.10:1.00 :1.00 YES NO OTHER Core Program Profitability $ $ YES NO Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness Debt for equipment leases < financed fixed or capital assets (Section 8.1(c)) <$ $ YES NO Permitted unsecured Debt (Section 8.1(h)) <$ $ YES NO Permitted Liens re financed fixed or capital assets (Section 8.2(b)) <$ $ YES NO Permitted Asset Sales (Section 8.4(f)) <$ $ YES NO Permitted stock repurchases (Section 8.5(b)) <$250,000 200,000 $ YES NO Permitted Capital Expenditures (Section 8.6) <$ $ YES NO Permitted Investments for stock repurchase < of Subsidiaries into Subs/Borrower or Borrower into Subs (Section 8.7(d)) <$250,000 200,000/<$2,000,000 re Borrower in 2Tor HK LLC $ YES NO Permitted joint ventures/strategic alliances (Section 8.7(e)) <$200,000 $ YES NO Permitted loans/advances to employees/officers/directors (Section 8.7(g)) <$200,000 $ YES NO Permitted Investments for subsidiaries < $1,000,000 constituting deposits re the purchase of goods/services (Section 8.7(h)) <$ $ YES NO Permitted other Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 (Section 8.7(i)) <$ $ YES NO Please Enter Below Comments Regarding Violations: Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $’s Representative hereby certifies that:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Financial Statements with Compliance Certificate Monthly, Monthly within 25 30 days YES NO Yes No Annual financial statement (CPA Audited, Unqualified F/S Annually, ) FYE within 210 180 days Yes No Annual operating budget and financial projections Annually within 45 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Yes No KPI Metrics Report Annually, Monthly within 30 days YES NO Audit Semi-annual YES NO Yes No Payment Processing Accounts Monthly within 30 days Yes No Board materials Quarterly within 30 days Yes No Other Matters Have there been any material changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If Publicyes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: 10Q Quarterly(If no exceptions exist, within 5 days state “No exceptions to note.”) A PLACE FOR ROVER, INC. AGENT USE ONLY By: Received by: Name: AUTHORIZED SIGNER Title: Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM Fax To: Date: LOAN PAYMENT: A PLACE FOR ROVER, 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 SEC filing the funds from this loan advance are for an outgoing wire. From Account # To Account # (50 daysDeposit Account #) YES NO 10K Annually, within 5 days (Loan Account #) Amount of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement Term Loan Advance $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 All Borrower’s representations and warranties in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Mezzanine Loan and Security Agreement (see attached) EXHIBIT G Form are true, correct and complete on the date of Borrowing Base Certificate Borrowerthe request for an advance: NeoPhotonics Corporation BankAuthorized Signature: Comerica Bank Commitment AmountPhone Number: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Print Name/Title:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 30 days YES NO Company Prepared F/S Quarterly, within 45 days YES NO Compliance Certificate Monthly, within 25 30 days YES NO CPA AuditedAudits, Unqualified F/S Annually, within 210 90 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report AnnuallyQuarterly, within 30 days YES NO Audit Semi-annual A/R Aging Monthly, within 30 days YES NO A/P Aging Monthly, within 30 days YES NO Borrowing Base Certificate Monthly, within 30 days YES NO If Public: 10Q 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 DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement Minimum Adjusted Quick Ratio, 2.50:1.00 __________:1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < tested quarterly Min. Net Income/Max. Loss See Section 6.7(b) $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 ___________________ YES 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 financial covenants, no credit extensions will be made. Very truly yours, BANK USE ONLY Rec’d By: Authorized Signer Name Title Date: Reviewed By: Name: Date: Financial Compliance Status: YES/NO Title: EXHIBIT F Prime Referenced Rate LIBOR Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Agreement

Reporting Covenants Required Complies. Company Prepared Monthly F/S Quarterly Financial Statements with Compliance Statement Quarterly within 45 days and FYE within 90 days Yes No Annual financial statements (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited) FYE within 180 days Yes No 10-Q, Unqualified F10-K and 8-K Within 5 Business Days after filing with SEC Yes No N/S Annually, within 210 days of A Board approved projections FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semiand within 30 days, as amended/updated, in each case as approved by the Board Yes No Other Matters Have there been any material amendments to the Operating Documents of Borrower? If yes, provide copies of any such amendments or changes with this Compliance Statement. Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) 295054968.4 354271-annual YES NO If Public000499" "" 295054968.4 354271-000499 EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM Deadline for same day processing is Noon Pacific Time fax to: 10Q QuarterlyDate: _____________________ Loan Payment: SI-BONE, within 5 days 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 SEC filing the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #__________________________________________ (50 daysLoan Account #) YES NO 10K Annually(Deposit Account #) Amount of Term Loan Advance $___________________________ All Borrower’s representations and warranties in the Loan and Security Agreement are true, within 5 days correct and complete in all material respects on the date of SEC filing 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 and correct in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: 295054968.4 354271-000499" "" 295054968.4 354271-000499 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 (95 daysABA) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions#: Beneficiary Bank Code (Swift, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default 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 other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 and subject to the terms and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), including, without limitation, the financial covenants, no credit extensions will be madewhich agreements(s) were previously received and executed by me (us). Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement Signature: 2nd Signature (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrowerif required): Print Name/Title: NeoPhotonics Corporation BankPrint Name/Title: Comerica Bank Commitment AmountTelephone #: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 PhoneTelephone #: (000) 000295054968.4 354271-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $000499" "" 295054968.4

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days by the end of the next month YES NO Compliance Certificate Monthly, within 25 days by the end of the next month YES NO CPA Audited, Company prepared Audited and Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 120 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings . Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within 5 days by the end of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice the next month YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) Minimum balance of Agreement $ cash and availability under Revolving Line $1,000,000 $___________ YES NO Bank Minimum ratio of (a) the sum of (i) unrestricted Cash plus (ii) Accounts Receivable, divided by (b) Total Funded Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 >1.15:1 ___________ : 1 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title Name: Title: EXHIBIT F Prime Referenced Rate Addendum DISBURSEMENT LETTER CINEDIGM CORP. The undersigned duly elected and acting officers of CINEDIGM CORP. (“Borrower”) do hereby certify to Loan EAST WEST BANK (“Bank”), in connection with that certain Loan, Guaranty and Security Agreement dated as of ______ ___, 2018, by and among Borrower, the other Loan Parties thereto and Bank (see attachedas modified, amended and/or restated from time to time, the “Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Agreement) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $that:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO consolidated financial statements with Compliance Certificate Monthly, within 25 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, Monthly within 30 days YES NO Audit SemiYes No Updated structure chart Quarterly within 45 days Yes No Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-annual YES NO If Public: 10Q QuarterlyQ, within 10-K and 8-K Within 5 days of after filing with SEC filing (50 days) YES NO 10K Annually, within 5 Yes No Board-approved projections Within 60 days of SEC filing the earlier of (95 daysi) YES NO DESCRIPTION APPLICABLE Legal Action > FYE or (ii) approval by the Board of Directors Yes No The following Intellectual Property was registered after the Effective Date (if no registrations, state “None”) The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) UPSTART HOLDINGS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER UPSTART NETWORK, INC. Date: Compliance Status: Yes No By: Name: Title: EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: UPSTART HOLDINGS, INC. on behalf of all Co-Borrowers From Account #________________________________ To Account #__________________________________________ (Deposit Account #) (Loan Account #) Principal $250,000 Notify promptly upon notice YES NO Inventory Disputes > ____________________________________ and/or Interest $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions________________________________________ 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 Growth Capital Advance $15,000,000 All Co-Borrowers’ representations and warranties in the Mezzanine Loan and Security Agreement are true, cash consideration 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: $5,000,000 Notify promptly upon notice YES NO Cross default _____________________________ 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 other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 and subject to the terms and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), includingwhich agreements(s) were previously received and executed by me (us). Authorized Signature: ___________________________ 2nd Signature (if required): _______________________________ Print Name/Title: ______________________________ Print Name/Title: ______________________________________ Telephone #: Telephone #: _____________________________ CORPORATE BORROWING CERTIFICATE CO-BORROWER A: UPSTART HOLDINGS, without limitationINC. Date: October 22, 2018 BANK: SILICON VALLEY BANK I hereby certify, solely in my capacity as an officer of the financial covenantscompany and not in my individual capacity, no credit extensions will be made. Very truly yoursas follows, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form as of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $the date set forth above:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 30 days YES NO Compliance Certificate Monthly, within 25 30 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 120 days of FYE YES NO Borrowing Base CertCertificate Weekly, by the 2nd day of each week YES NO A/R & A/P Agings Monthly, within 25 30 days YES NO Backlog/Sell-through Reports MonthlyAnnual Forecast Annually, within 25 30 days of FYE YES NO Intellectual Property Inventory Report AnnuallyMonthly, 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 Semi-annual YES NO No Default Certificate Monthly, within 30 days / Annually, within 120 days of FYE YES NO If Public: 10Q 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: $N/A YES NO investments Total amount of Borrower's cash and Amount: $N/A YES NO investments maintained with Bank DESCRIPTION APPLICABLE Legal Action > $250,000 No events that would have a Material Notify promptly upon notice YES NO Adverse Effect Inventory Disputes > $250,000 100,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is Acquisitions > $5,000,000 0 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment >$100,000 Judgement > $1,000,000 100,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement Maximum Leverage Ratio 2.75:1.00 :1.00 YES NO Maximum Cash Flow Leverage Ratio 2.50:1.00 :1.00 YES NO 6/30/10, Minimum Trailing 12 Month EBITDA $3,500,000 $ YES NO 09/30/10 and after, Minimum Trailing 12 Month $4,000,000 $ YES NO EBITDA OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < Purchase Money Debt <$250,000 500,000 per year __________________ YES NO Permitted Investments for stock repurchase < <$250,000 per year __________________ YES NO Permitted Investments for subsidiaries < <$1,000,000 0 __________________ YES NO Permitted Investments for employee loans < <$1,000,000 250,000 per year __________________ YES NO Permitted Investments for joint ventures < <$1,000,000 0 __________________ YES NO Liens Securing Permitted Liens for equipment leases < Purchase Money <$250,000 500,000 per year __________________ YES NO Debt Permitted Transfers < <$1,000,000 0 __________________ 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title Name: Title: EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: OPINION OF COUNSEL June 25, 2010 Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 00000 Xx Xxxxxx Xxxx Xxxx Xxxx, Xxxxx 000X Xxx Xxxxx, XX 00000 PhoneLadies and Gentlemen: This opinion is furnished to you pursuant to the Credit Agreement dated the date hereof (000the "Credit Agreement") 000-0000 Fax: between Nexx Systems, Inc., a Delaware corporation, as borrower (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1the "Borrower"), and Comerica Bank, as Lender ("Lender"). U.S. Accounts Receivable book value Capitalized terms used in this opinion which are otherwise not defined herein have the meanings set forth in the Credit Agreement. We have acted as of: $general corporate counsel to the Borrower in connection with the preparation, execution and delivery of the following documents (collectively, the "Loan Documents"):

Reporting Covenants Required Complies. Company Prepared Monthly F/S Quarterly financial statements Quarterly within 45 days Yes No Annual financial statements (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited, Unqualified F/S Annually, ) FYE within 210 90 days of Yes No Quarterly Compliance Statement Quarterly within 45 days; within 90 days for the quarter ending December 31 Yes No Board projections FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, within 30 days YES NO Audit Semiand contemporaneously with any updates or changes thereto Yes No 10-annual YES NO If Public: 10Q QuarterlyQ, within 10-K and 8-K Within 5 days after filing with SEC Yes No Other Matters Have there been any amendments of SEC filing or other changes to the capitalization table of 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 Statement. Yes No The following are the exceptions with respect to the statements above: (50 daysIf no exceptions exist, state “No exceptions to note.”) YES NO 10K AnnuallyEXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON EASTERN TIME Fax To: Date: LOAN PAYMENT: FREQUENCY THERAPEUTICS, within 5 days 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 SEC filing the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #______________________________________________ (95 daysLoan Account #) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions(Deposit Account #) Amount of Credit Extension $ All Borrower’s representations and warranties in the Loan and Security Agreement are true, cash consideration correct and complete in all material respects on the date of the request for a Credit Extension; 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 > $5,000,000 Notify promptly upon notice YES NO Cross default 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 other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 and subject to the terms and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), including, without limitation, the financial covenants, no credit extensions will be madewhich agreements(s) were previously received and executed by me (us). Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement Signature: 2nd Signature (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrowerif required): Print Name/Title: NeoPhotonics Corporation BankPrint Name/Title: Comerica Bank Commitment AmountTelephone #: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Telephone #:

Reporting Covenants Required Complies. Company Prepared Monthly Consolidated F/S (Consolidated andS, for U.S. operations, consolidating) MonthlyCustomer Detail Report Quarterly, within 25 45 days of calendar quarter YES NO Compliance Certificate MonthlyQuarterly, within 25 45 days of calendar quarter YES NO CPA AuditedAudits, Unqualified F/S Annually, within 210 90 days of FYE YES NO Company Prepared Annual FA/S AnnuallyR Aging So long as there are Advances outstanding, quarterly, within 25 days of FYE calendar quarter YES NO A/P Aging So long as there are Advances outstanding, quarterly, within 25 days of calendar quarter YES NO Borrowing Base CertCertificate So long as there are Advances outstanding, A/R & A/P Agings Monthlyquarterly, within 25 days of calendar quarter YES NO Standby Letters of Credit So long as there are Advances outstanding, quarterly, within 25 days YES NO Backlog/Sell-through Reports MonthlyBudgets, within 25 days YES NO Intellectual Property Report sales projections and operating plans Annually, within 30 days YES NO Audit Semi-annual of FYE YES NO If Public: 10Q 10-Q Quarterly, within 5 45 days of SEC filing (50 days) calendar quarter YES NO 10-K Annually, within 5 90 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice FYE YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLYREPORTED QUARTERLY, UNLESS OTHERWISE NOTED: Tangible Net Worth Minimum Liquidity Ratio 1.50:1.00 :1.00 YES NO Minimum TNW Plus Subordinated Debt (Tested Quarterlytested quarterly) See 6.7(aSection 6.7(b) of the Agreement $ YES NO Bank Debt Liquidity Coverage Cash Percentage Cash to be at least 35% of Consolidated Cash Cash: $ Consolidated Cash: $ YES NO Minimum Cash re Outstanding Utilizations See 6.7(bSection 6.7(d) of the Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 $ YES 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 financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate BorrowerName: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $Title:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 days YES NO Financial Statements with Compliance Certificate Monthly, Monthly within 25 30 days YES NO after the end of the month Yes No Annual financial statement (CPA Audited) FYE within 180 days Yes Xx 00-X, Unqualified F/S Annually, within 210 00-X xxx 0-X (xx Xxxxxxxx is subject to Exchange Act reporting requirements) Within 5 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, after filing with SEC Yes No A/R & A/P Agings Monthly, (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 25 20 days YES NO Backlog/Sell-after the end of the month Yes No Deferred Revenue Report (prepared both on a consolidated basis and with respect to Borrower alone) Monthly within 20 days after the end of the month unless there were no Obligations outstanding during the period commencing on the first day of such month through and including the 20th day after the last day of such month Yes No Transaction Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, Monthly within 30 days YES NO Audit Semi-annual YES NO If Public: 10Q Quarterly, within 5 days after the end of SEC filing (50 days) YES NO 10K Annually, within 5 days of SEC filing (95 days) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration the month when a Streamline Period is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower in effect or when a Streamline Period is not in compliance effect and there are no outstanding Obligations in connection with all Advances; on Friday of every other week when a Streamline Period is not in effect and there are outstanding Obligations in connection with Advances Yes No Annual Financial Projections Earlier of (a) within 10 days of approval by board of directors and (b) January 31 Yes No The following Intellectual Property was registered after the terms Effective Date (if no registrations, state “None”) Financial Covenant Required Actual Complies Maintain as indicated: Liquidity Ratio (tested monthly) ³1.25:1.0 :1.0 Yes No Streamline Period Required Actual Complies Maintain: Liquidity (tested monthly) ³1.50 : 1.0 : 1.0 Yes No The following financial covenant analyses and information set forth in Schedule 1 attached hereto are true and accurate as of the Agreement, including, without limitation, date of this Certificate. The following are the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum exceptions with respect to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phonethe certification above: (000If no exceptions exist, state “No exceptions to note.”) 000-0000 FaxAPPIAN CORPORATION By: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as ofName: $Title: BANK USE ONLY Received by: AUTHORIZED SIGNER Date: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No

Reporting Covenants Required Complies. Company Prepared Monthly F/S Quarterly financial statements with Compliance Statement and UBS Account Statements Quarterly within 45 days (Consolidated and, 90 days for U.S. operations, consolidatingthe fourth quarter of each fiscal year) Monthly, within 25 days YES NO Compliance Certificate Monthly, within 25 days YES NO CPA Audited, Unqualified F/S Annually, within 210 days of FYE YES NO Company Prepared Annual F/S Annually, within 25 days of FYE YES NO Borrowing Base Cert, A/R & A/P Agings Monthly, within 25 days YES NO Backlog/Sell-through Reports Monthly, within 25 days YES NO Intellectual Property Report Annually, Yes No UBS Account Statements Quarterly within 30 days YES NO Audit Semi(monthly within 30 days after the funding of the Second Tranche) Annual financial statements (CPA Audited) FYE within 180 days Yes No 10-annual YES NO If Public: 10Q QuarterlyQ, within 10-K and 8-K Within 5 days after filing with SEC Yes No Board approved projections No later than 45 days after FYE and as amended/updated Yes No The following are the exceptions with respect to the statements above: (If no exceptions exist, state “No exceptions to note.”) EXHIBIT B LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Singular Genomics Systems, Inc. Date: LOAN PAYMENT: From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Print Name/Title: Phone Number: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of SEC filing the funds from this loan advance are for an outgoing wire. From Account # To Account # (50 daysLoan Account #) YES NO 10K Annually(Deposit Account #) Amount of Term Loan Advance $ All Borrower’s representations and warranties in the Amended and Restated Loan and Security Agreement are true, within 5 days correct and complete in all material respects on the date of SEC filing 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 and correct in all material respects as of such date: Authorized Signature: Print Name/Title: Phone Number: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Bank: Account Number: City and State: Beneficiary Bank Transit (95 daysABA) YES NO DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions#: Beneficiary Bank Code (Swift, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default 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 other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTED: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $ YES NO Bank Debt Liquidity Coverage See 6.7(b) of Agreement :1.00 YES NO OTHER COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases < $250,000 YES NO Permitted Investments for stock repurchase < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 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 and subject to the terms and conditions set forth in the Agreementagreements(s) covering funds transfer service(s), includingwhich agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: CORPORATE BORROWING CERTIFICATE BORROWER: Singular Genomics Systems, without limitationInc. DATE: September 30, 2021 BANK: Silicon Valley Bank I hereby certify as follows, as of the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name Title EXHIBIT F Prime Referenced Rate Addendum to Loan and Security Agreement (see attached) EXHIBIT G Form of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division Loan Analysis Department Five Palo Alto Square, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $date set forth above:

Reporting Covenants Required Complies. Company Prepared Monthly F/S (Consolidated and, for U.S. operations, consolidating) Monthly, within 25 30 days (45 days post-IPO) YES NO Compliance Certificate Monthly, within 25 30 days (45 days post-IPO) YES NO CPA AuditedAudits, Unqualified F/S Annually, within 210 150 days of FYE YES NO Company Prepared Annual F/S Board Approved Projections Annually, by 4/30 of each year YES NO Bookings Report Quarterly, within 25 30 days of FYE (45 days post-IPO) YES NO Renewal Rate Report Quarterly, within 30 days (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 Cert, A/R & A/P Agings Certificate Monthly, within 25 30 days YES NO Backlog/Sell(45 days post-through Reports Monthly, within 25 days IPO) YES NO Intellectual Property Report AnnuallyQuarterly, within 30 days YES NO Audit Semi(45 days post-annual YES NO IPO) If Public: 10Q 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 DESCRIPTION APPLICABLE Legal Action > $250,000 Notify promptly upon notice YES NO Inventory Disputes > $250,000 Notify promptly upon notice YES NO Mergers & Acquisitions, cash consideration is > $5,000,000 Notify promptly upon notice YES NO Cross default with other agreements > $1,000,000 Notify promptly upon notice YES NO Judgment > $1,000,000 Notify promptly upon notice YES NO FINANCIAL FINAICIAL COVENANTS REQUIRED ACTUAL COMPLIES TO BE TESTED MONTHLY, UNLESS OTHERWISE NOTEDDURING ANY COVENANT TEST PERIOD Adjusted Revenue At all times before 4/30/12: Tangible Net Worth (Tested Quarterly) See 6.7(a) of Agreement $75,000,000.00 On 4/30/12 and thereafter: $100,000,000.00 $ YES NO Cash at Bank Debt Liquidity Coverage See Section 6.7(b) of Agreement :1.00 $ YES NO OTHER EXPENDITURE COVENANTS REQUIRED ACTUAL COMPLIES Permitted Indebtedness for equipment leases Capital Expenditures < $250,000 3,000,000.00 annually $ YES NO Permitted Investments for stock repurchase Capitalized Software Expenses < $250,000 YES NO Permitted Investments for subsidiaries < $1,000,000 YES NO Permitted Investments for employee loans < $1,000,000 YES NO Permitted Investments for joint ventures < $1,000,000 YES NO Permitted Liens for equipment leases < $250,000 YES NO Permitted Transfers < $1,000,000 10,000,000.00 annually $ YES 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 financial covenants, no credit extensions will be made. Very truly yours, BANK USE ONLY Rec’d By: Authorized Signer Name Title Date: Reviewed By: Date: Name: Financial Compliance Status: YES/NO Title: EXHIBIT F Prime Referenced Rate Addendum To Loan and Security Agreement This Prime Referenced Rate Addendum to Loan and Security Agreement (see attachedthis “Addendum”) EXHIBIT G Form is entered into as of Borrowing Base Certificate Borrower: NeoPhotonics Corporation Bank: January 31, 2012, by and between Comerica Bank Commitment Amount: $8,000,000 Technology & Life Sciences Division (“Bank”) and Bazaarvoice, Inc. (“Borrower”). This Addendum supplements the terms of the Loan Analysis Department Five Palo Alto Squareand Security Agreement dated as of July 18, Suite 800 0000 Xx Xxxxxx Xxxx Xxxx Xxxx2007 (as the same may be amended, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 U.S. ACCOUNTS RECEIVABLE 1. U.S. Accounts Receivable book value as of: $modified, supplemented, extended or restated from time to time, the “Agreement”).