Common use of EXHIBIT A – COLLATERAL DESCRIPTION Clause in Contracts

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include 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. Fax To: (▇▇▇) ▇▇▇-▇▇▇▇ Date: From Account # _____________________________ To Account # ________________________________ (Deposit Account #) (Loan Account #) Principal $ _________________________________ and/or Interest $. ______________________________ Authorized Signature: ________________________ Phone Number: ________________________________ Print Name/Title ____________________________

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the 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. Fax 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. To: (▇▇▇) ▇▇▇-Silicon Valley Bank ▇▇▇▇ Date▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: From Account # _____________________________ To Account # ________________________________ Corporate Services Department Re: Loan and Security Agreement dated as of June 28, 2010 (Deposit Account #as amended, modified, supplemented or restated from time to time, the “Loan Agreement”), by and between ▇▇▇▇▇.▇▇▇ Corporation (“Borrower”), and Silicon Valley Bank (“SVB”) (Ladies and Gentlemen: The undersigned refers to the Loan Account #) Principal $ _________________________________ and/or Interest $. ______________________________ Authorized Signature: ________________________ Phone Number: ________________________________ Print Name/Title ____________________________Agreement, the terms defined therein and used herein as so defined, and hereby gives you notice irrevocably, pursuant to Section 3.5 of the Loan Agreement, of its request for an Advance.

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. Notwithstanding the foregoing, the Collateral does not include 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 Deadline for same day processing 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. Noon Pacific Time* Fax To: (▇▇▇) ▇▇▇-▇▇▇▇ Date: From Account # _____________________ Loan Payment: From Account #_________________________ To Account # #________________________________ (Deposit Account #) (Loan Account #) Principal $ _________________________________ 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 #___________________________________ Amount of Advance $_____________________ All Borrowers’ representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: ____________________ Phone Number: ___________________________ Print Name/Title: ________________________ Outgoing Wire Request: 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.): __________ Intermediary Bank: _______________________ Transit (ABA) #:______________________________ For Further Credit to: ___________________________________________________________ Special Instruction: ____________________________________________________________ Authorized Signature: ____________________ 2nd Signature (if required): _________________________ Print Name/Title: ________________________ Print Name/Title: ________________________________ Print Name/Title Telephone #:___________________________ Telephone #:______________________________ * Unless otherwise provided for an Advance bearing interest at LIBOR.

EXHIBIT A – COLLATERAL DESCRIPTION. The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: All goods, Accounts (including health-care receivables)equipment, Equipment, Inventoryinventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claimsgeneral intangibles (including payment intangibles) accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; trade styles, trade names, any trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential information, now owned or hereafter acquired; or any claims for damages by way of any past, present and future infringement of any of the foregoing; and All Borrower’s Books books relating to the foregoing, foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacementsreplacements , products, proceeds and insurance proceeds of any or all of the foregoing. 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. Fax To: (▇▇▇) ▇▇▇-▇▇▇▇ Date: _____________________ Loan Payment: BRAINTECH, INC. BRAINTECH INDUSTRIAL, INC. BRAINTECH GOVERNMENT & DEFENSE, INC. From Account # #________________________________ To Account # #__________________________________________________ (Deposit Account #) (Loan Account #) Principal $ $____________________________________ and/or Interest $. ________________________________________________ Authorized Signature:________________________ Phone Number: ______________________________ Print Name/Title: __________________________ Loan Advance: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________________ To Account #__________________________________________________ (Loan Account #) (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 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 #: TO: SILICON VALLEY BANK Date: FROM: BRAINTECH, INC. BRAINTECH INDUSTRIAL, INC. BRAINTECH GOVERNMENT & DEFENSE, INC. The undersigned authorized officer of BRAINTECH, INC., BRAINTECH INDUSTRIAL, INC., and BRAINTECH GOVERNMENT & DEFENSE, INC. (collectively, “Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, the “Agreement”):