Common use of Subordination of Inside Debt Clause in Contracts

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders (“Inside Debt”) shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon’s standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon’s standard form. Borrower: Silicon : TELECOMMUNICATION SYSTEMS, INC. SILICON VALLEY BANK By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: /s/ Silicon Valley Bank Title: Sr. Vice President & CFO Title: To: Silicon Valley Bank ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ From: TeleCommunication Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The undersigned authorized officer of Telecommunication Systems, Inc. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached are the required documents supporting the certification. In addition, the undersigned certifies that (1) Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) no liens has been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders (“Inside Debt”) shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon’s standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon’s standard form. Borrower: Silicon : TELECOMMUNICATION SYSTEMS, INC. SILICON VALLEY BANK By: By /s/ J▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By /s/ T▇. ▇ ▇▇▇▇▇▇, ▇▇. By: /s/ Silicon Valley Bank Title: Sr. ▇ Title Vice President & CFO Titleof Finance Title Senior V.P. TO: To: Silicon Valley Bank ▇SILICON VALLEY BANK 3▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: THERMA-WAVE, INC. 1▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ From: TeleCommunication Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The undersigned authorized officer of Telecommunication SystemsTHERMA-WAVE, Inc. INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank Silicon (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each Subsidiary (i) Borrower [and each Subsidiary] has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and [(ii) does no liens has been levied or claims made against Borrower [or any of its Subsidiaries] relating to unpaid employee payroll or benefits which Borrower has not have any previously notified in writing to Silicon, and (iii) there are no legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Silicon.] Attached are the required documents supporting the certification. In addition, the undersigned certifies that (1) Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) no liens has been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Monthly financial statements + CC Monthly within 30 days Yes No Annual (Audited) FYE within 120 days Yes No A/R & A/P Agings Monthly within 30 days Yes No A/R Audit Initial and Annual Yes No Borrowing Base Certificate Monthly within 30 days Yes No Maintain on a Monthly Basis: Minimum Quick Ratio (Adjusted) 0.75:1.00 _____:1.00 Yes No Minimum Tangible Net Worth $ 16,000,000 * $ ———— Yes No * $18,000,000 until June 30, 2005 Borrower only has deposit accounts located at the following institutions: ___________________.

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders (“"Inside Debt”") shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon’s 's standard form. Borrower represents and warrants that SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- there is no Inside Debt presently outstanding. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon’s 's standard form. Borrower: Silicon Silicon: TELECOMMUNICATION SYSTEMS, INC. ONYX SOFTWARE CORPORATION SILICON VALLEY BANK By: By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: /s/ Silicon Valley Bank Title: Sr. Vice President & CFO Title: To: Silicon Valley Bank ▇▇▇▇ ▇▇▇▇ By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------- ----------------------------------- ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Treasurer Title Vice President --------------------------------- By /s/ ▇▇▇ ▇▇▇▇▇▇, ▇▇ -------------------------------- Secretary or Ass't Secretary SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: ONYX SOFTWARE CORPORATION ADDRESS: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ From: TeleCommunication Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The undersigned authorized officer of Telecommunication SystemsDATE: FEBRUARY 14, Inc. 2002 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK (“"Silicon") and the borrower named above (the "Borrower”) certifies "), with reference to the various loan and security agreements and other documents, instruments and agreements between them, including but not limited to that under the terms and conditions of the Second Amended and Restated certain Loan and Security Agreement between Borrower and Bank dated September 30, 2001 (the “Agreement”)as amended, (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In additionif at all, the undersigned authorized officer of Borrower certifies that Borrower "Existing Loan Agreement"; the Existing Loan Agreement and each Subsidiary (i) has timely filed all required tax returns related documents, instruments and paid, or made adequate provision agreements may be referred to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached are collectively herein as the required documents supporting the certification. In addition, the undersigned certifies that (1) Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) no liens has been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits which Borrower has not previously notified in writing to Bank"Existing Loan Documents"). The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period Parties agree to amend the next except Existing Loan Documents, as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.follows:

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders (“"Inside Debt”") shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon’s Bank's standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding, except as provided in the Representations. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon Bank a subordination agreement on Silicon’s Bank's standard form. BorrowerBORROWER: Silicon BANK: TELECOMMUNICATION SYSTEMSFIBERSTARS, INC. SILICON VALLEY BANK ByBy By ------------------------- -------------------------- Title Title ------------------------ ------------------------ EXHIBIT A FORM OF BORROWING BASE CERTIFICATE EXHIBIT B FORM OF COMPLIANCE CERTIFICATE TO: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇SILICON VALLEY BANK Date: 3003 Tasman Drive Santa Clara, CA 95054 FROM: FIBERSTARS, I▇▇. By: /s/ Silicon Valley Bank Title: Sr. Vice President & CFO Title: To: Silicon Valley Bank ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ From: TeleCommunication Systems, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The undersigned authorized officer Officer of Telecommunication SystemsFiberStars, Inc. (“"Borrower”") certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement dated August 15, 2005, between Borrower and Bank (the “"Agreement”"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. In addition, the undersigned authorized officer of Borrower certifies that (x) Borrower and each Subsidiary (i) of its Subsidiaries has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and GAAP, (iiy) does not have any there are no legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries which Borrower has not previously notified in writing to Bank, and (z) as of the end of this compliance period, there were no held checks. Attached are the required documents financial reports and calculation of financial covenants supporting the certification. In addition, the The undersigned certifies that (1) Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP and (ii) no liens has been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES, NO, OR N/A UNDER "COMPLIES" COLUMN.