Common use of EXHIBIT A – COLLATERAL DESCRIPTION Clause in Contracts

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Collateral shall exclude (i) Borrower’s interest as a lessee under that certain lease between Borrower and ASB Fortune Data Center, LLC, (ii) any permit or other property right to the extent that any applicable Requirement of Law prohibits the granting of a security interest therein, and (iii) any interest of Borrower as a lessee under an equipment lease in such lease or the Equipment leased thereunder, in the cases of (i) and (iii) to the extent that any applicable term therein prohibits or requires the consent of any Person other than Borrower as a condition to the creation of a security interest therein (other than to the extent that any such term would be rendered ineffective pursuant to any of Sections 9406, 9407, 9408 or 9409 of the Code, or any successor provision or provisions of any relevant jurisdiction or any other applicable law, including any debtor relief laws or principles of equity). Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ( ) Date: LOAN PAYMENT: 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 C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK DATE: FROM: ZOOSK, INC. The undersigned authorized officer of ZOOSK, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 3 contracts

Samples: Loan and Security Agreement (Zoosk, Inc), Loan and Security Agreement (Zoosk, Inc), Loan and Security Agreement (Zoosk, Inc)

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EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below)Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral shall exclude does not include (i) Borrower’s interest as equipment (and any accessions, attachments, replacements or improvements thereon) that is subject to a lessee under that certain lease between lien securing the financing of the purchase of such equipment (and any accessions, attachments, replacements or improvements thereon) or is leased by Borrower and ASB Fortune Data Centerfrom a third party, LLC, (ii) any permit or other property right to the extent that either Borrower is prohibited by the terms of such equipment financing or lease from granting a security interest in such equipment (or any applicable Requirement of Law prohibits the accessions, attachments, replacements or improvements thereon) or die granting of a security interest therein, and (iii) any interest in favor of Borrower as Bank would cause a lessee default under an such equipment financing or lease in such lease or the Equipment leased thereunder, in the cases of (i) and (iii) to the extent that any applicable term therein prohibits or requires the consent of any Person other than Borrower as a condition to the creation of a security interest therein (other than to the extent that any such term prohibition or default provision would be rendered ineffective pursuant to any of Sections 9406, 9407, 9408 or 9409 Section 9-407(a) of the Code), provided, that, upon the release of any such prohibition or default provision, such equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the security interest granted herein without any action by Borrower or Bank: (ii) more than 65% of the voting securities of any Subsidiary that is not organized under the laws of the United States or any successor provision of its states; or provisions of any relevant jurisdiction or any other applicable law, including any debtor relief laws or principles of equity). Notwithstanding the foregoing, the Collateral does not include (iii) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: ( ) 000-000-0000 Date: LOAN PAYMENT: GiGamon LLC From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or 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(sagreements (s) covering funds transfer service(s), which agreements(sagreements (s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #: EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK DATEDate: FROM: ZOOSK, INC. GIGAMON LLC The undersigned authorized officer of ZOOSK, INC. Gigamon LLC (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

Appears in 3 contracts

Samples: Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC), Loan and Security Agreement (Gigamon LLC)

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