Common use of TELEPHONE REQUEST Clause in Contracts

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME certifies that under the terms and conditions of the 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. Attached are the required documents supporting the certification. 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 . Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ FROM: HEARME OMNICELL, INC. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ The undersigned authorized officer of HEARME Omnicell, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “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. Attached are the required documents supporting the certification. 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 delivered. Please indicate compliance status by circling Yes/No under “Complies” column. Financial Statements* Quarterly financial statements1 Quarterly / Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-K, 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Maintain on A/R & A/P Agings Monthly within 30 days Yes No A/R Audit Initial and semi-annual Yes No Borrowing Base Certificate Monthly within 30 days Yes No As of the end of the month Before 6/30/03 After 7/1/03 Tangible Net Worth** $16,000,000 $18,000,000 Yes No Quick Ratio*** 1.30:1.00 1.50:1.00 Yes No *So long as there are no outstanding Obligations, as soon as available, but no later than 30 days after the last day of each fiscal quarter, a Quarterly Basis: Minimum company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; provided, however, that if Borrower requests a Credit Extension from Bank, then Borrower shall deliver to Bank, not less than three (3) Business Days prior to the date such Credit Extension is to be made, such company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for the 3-month period immediately preceding such request and then thereafter, so long as any Obligations are outstanding, as soon as available, but no later than 30 days after the last day of each month, Borrower shall deliver to Bank such company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank. **So long as there are no outstanding Obligations, Borrower will maintain the applicable ratio as of the last day each fiscal quarter; provided, further, that if Borrower requests a Credit Extension from Bank during such fiscal quarter, then Borrower shall deliver to Bank, not less than three (3) Business Days prior to the date such Credit Extension is to be made, a report of Borrower’s Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue (Adjusted) for each of the 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is months immediately preceding such request and monthly thereafter and Bank shall reserve the right to declare an Event of Default for any previous violations of the above covenant. ***So long as there are no outstanding Obligations, Borrower will maintain the applicable Tangible Net Worth as of the last day each fiscal quarter; provided, further, that if Borrower requests a Credit Extension from Bank during such fiscal quarter, then Borrower shall deliver to Bank, not less than $25,000,000. 2 Monthly when unrestricted cash three (3) Business Days prior to the date such Credit Extension is less than $25,000,000. to be made, a report of Borrower’s Tangible Net Worth for each of the 3 Greater than months immediately preceding such request and monthly thereafter and Bank shall reserve the right to declare an Event of Default for any previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) violations of the above covenant Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER OMNICELL, INC. Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Status: Yes No DATEDATE Borrower: OMNICELL, INC. Bank: Silicon Valley Bank ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Commitment Amount: $7,500,000

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. _________________________________ _______________________ Authorized Requester Phone # _________________________________ _______________________ Received By (Bank) Phone # _________________________________________ Authorized Signature (Bank) _______________________________________________________________________________ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME CROSSROADS SOFTWARE, INC. The undersigned authorized officer of HEARME Crossroads Software, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "Agreement"), (i) Borrower Borrow is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects on this daterespect as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are 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 Please indicate compliance with any of the terms of the Agreement, status by circling Yes/No under "Complies" column. Reporting Covenant Required Complies ------------------ -------- -------- A/R and that compliance is determined not just at the date this certificate is delivered . Quarterly A/P Agings Monthly within 20 days Yes No Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Borrowing Base Certificate Monthly within 20 days Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies ------------------ -------- ------ -------- Maintain on a Quarterly Monthly Basis: Minimum Quick Ratio 1.75:1.002 _Liquidity Coverage* 1.50:1.00 ____:1.00 Yes No Minimum Revenue 3 $*(a) the sum of (i) unrestricted cash and cash equivalents plus (ii) the amount ---- of Revolving Advances able to be borrowed but not borrowed under Section 2.1.2. divided by the outstanding balance of all Obligations Borrower owes to Bank, of ---------- at least (a) one and one-half (1.50) times the outstanding amount of Equipment Advances under Sections 2.1.1 and 2.1.3 _____________________________________________ Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: _____________________________ AUTHORIZED SIGNER __________________________________________ SIGNATURE Date: ____________________________________ __________________________________________ Verified: ________________________________ TITLE AUTHORIZED SIGNER __________________________________________ Date: ____________________________________ DATE Compliance Status: Yes No Profitability Quarterly 4 _____________________________________________ EXHIBIT E BORROWING BASE CERTIFICATE _______________________________________________________________________________ Borrower: Crossroads Software, Inc. Lender: Silicon Valley Bank Revolving Commitment Amount: $1,500,000 _______________________________________________________________________________ ACCOUNTS RECEIVABLE 1. Accounts Receivable Book Value as of ____ $____________ Yes No 1 Monthly when unrestricted cash 2. Additions (please explain on reverse) $____________ 3. TOTAL ACCOUNTS RECEIVABLE $____________ ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) 4. Amounts over 120 days due $____________ 5. Balance of 50% over 90 day accounts $____________ 6. Concentration Limits $____________ 7. Foreign Accounts $____________ 8. Governmental Accounts $____________ 9. Contra Accounts $____________ 10. Promotion or Demo Accounts $____________ 1l. Intercompany/Employee Accounts $____________ 12. Other (please explain on reverse) $____________ 13. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $____________ 14. Eligible Accounts (#3 minus #13) $____________ 15. LOAN VALUE OF ACCOUNTS (80% of #14) $____________ BALANCES 16. Maximum Loan Amount $ ____________ 17. Total Funds Available [Lesser of #16 or #15] $____________ 18. Present balance owing on Line of Credit $____________ 19. Outstanding under Sublimits ( ) $____________ 20. Outstanding under Sublimits (Outstanding Letters of Credit) $____________ 21. Outstanding under Sublimits (Foreign Exchange Reserve) $____________ 22. Outstanding under Sublimits (Outstanding Cash Management) $____________ 23. RESERVE POSITION (#17 minus #▇▇, #▇▇, #▇▇, #▇▇ and #22) $____________ The undersigned represents and warrants that the foregoing is less than $25,000,000true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and Silicon Valley Bank. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed__________________________ COMMENTS: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by---- --- ---- Rec'd By: SincerelyCROSSROADS SOFTWARE, AUTHORIZED SIGNER INC. ______________ By: ______________________________ Auth. Authorized Signer Signer Date: _______________ Verified: SIGNATURE AUTHORIZED SIGNER Date__________________________ DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: TITLE Compliance Status Yes No DATECrossroads Software, Inc. Bank: Silicon Valley Bank =============================================================================== LOAN TYPE. This is a variable rate, revolving line of credit of a principal amount up to $1,500,000, with subfacilities of up to $850,000 for letters of credit, foreign exchange and cash management, and a new equipment facility in a principal amount up to $2,000,000. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for business. SPECIFIC PURPOSE. The specific purpose of this loan is: Short Term Working Capital.

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ---------------------------------- -------------------------------------- Authorized Requester Phone # ---------------------------------- -------------------------------------- Received By (Bank) Phone # ------------------------------------------ Authorized Signature (Bank) ================================================================================ EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME ABGENIX, INC. The undersigned authorized officer of HEARME Abgenix, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "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 of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached are hereto is a copy of Borrower's financial statements for such period, which the required documents supporting the certification. The Officer undersigned officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) as consistently applied from one period to the next 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 UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES Quarterly financial statements1 Financials Quarterly within 45 days1 days Yes No Audited Annual (CPA Audited) Financials FYE within 90 days Yes No 10-Q, Q (Guarantor) Quarterly within 5 days of filing Yes No 10K and 8-K Within (Guarantor) FYE within 5 days after of filing with SEC Yes No Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Monthly Financials See Agreement Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ______________________________________________________________________________ Authorized Requester __________________________________ Authorized Signature (Bank) Phone #___________________________ EXHIBIT C [Reserved] EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME MAXIM PHARMACEUTICALS, INC. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "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 of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by the Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered delivered. Quarterly PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No [10Q and 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No with the SEC] FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Monthly Basis: Minimum Quick Ratio 1.75:1.002 Remaining Months Liquidity 12 Months _____ Months Yes No BANK USE ONLY RECEIVED BY:_____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceedDATE:________________ REVIEWED BY:____________________ COMPLIANCE STATUS: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received byYES/NO COMMENTS REGARDING EXCEPTIONS: Sincerely, AUTHORIZED SIGNER _______________________ Date:_______________ SIGNATURE ________________________ TITLE AGREEMENT TO PROVIDE INSURANCE GRANTOR: VerifiedMaxim Pharmaceuticals, Inc. BANK: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATESilicon Valley Bank --------------------------- INSURANCE REQUIREMENTS. MAXIM PHARMACEUTICALS, INC. ("Grantor") understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Bank. These requirements are set forth in the Loan Documents. The following minimum insurance coverages must be provided on the following described collateral (the "Collateral"):

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. ----------------------------------- ---------------------------- Authorized Requester Phone # ----------------------------------- ---------------------------- Received By (Bank) Phone # -------------------------------------- Authorized Signature (Bank) TO: SILICON VALLEY BANK FROM: HEARME E-LOAN, INC. The undersigned authorized officer of HEARME E-Loan, Inc. hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "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 of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by Borrower at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that such compliance is determined not just at the date this certificate is delivered delivered. Quarterly PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a Quarterly the following Basis: Minimum Quick Ratio 1.75:1.002 (Monthly) 2.0:1.0 _____:1.00 1.0 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $Liquidity Ratio (Monthly)(1) 2.0:1.0 _____:1.0 Yes No Minimum Debt Service(Quarterly)(2) 1.5:1.0 ______ :1.0 Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENo

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. -------------------------------- ---------------------------------- Authorized Requester Phone # -------------------------------- ---------------------------------- Received By (Bank) Phone # -------------------------------- Authorized Signature (Bank) EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: HEARME MMC NETWORKS, INC. The undersigned authorized officer of HEARME MMC NETWORKS, INC. certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement "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. Attached are the required documents supporting the certification. 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 delivered. Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- 10-Q, 10K and 8-K + Annual Report Within 5 days after filing with SEC Yes No Compliance Certificate Quarterly within 50 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 1.75:1.00 _____:1.00 Yes No Minimum Revenue 3 Maximum Debt/Tangible Net Worth 1.25:1.00 _____:1.00 Yes No Profitability: Quarterly $_________ Yes No Profitability Quarterly 4 One quarterly loss not to $500,000 Yes No exceed: --------------------------------------------------- BANK USE ONLY Received by:_______________________________________ AUTHORIZED SIGNER Date:______________________________________________ Verified:__________________________________________ AUTHORIZED SIGNER Date:______________________________________________ Compliance Status: Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions--------------------------------------------------- COMMENTS REGARDING EXCEPTIONS: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER DateMMC NETWORKS, INC. ___________________________________________ SIGNATURE ___________________________________________ TITLE ___________________________________________ DATE SILICON VALLEY BANK PRO FORMA INVOICE FOR LOAN CHARGES BORROWER: VerifiedMMC NETWORKS, INC. LOAN OFFICER: ▇▇▇▇ ▇▇▇▇ DATE: MAY 7, 1998 REVOLVING LOAN FEE $14,000.00 CREDIT REPORT 35.00 DOCUMENTATION FEE 750.00 TOTAL FEE DUE $14,785.00 ------------- ========== PLEASE INDICATE THE METHOD OF PAYMENT: { } A CHECK FOR THE TOTAL AMOUNT IS ATTACHED. {X} DEBIT DDA # __________________ FOR THE TOTAL AMOUNT. { } LOAN PROCEEDS BORROWER: /s/ Uday Bellary BY:___________________________________ Uday Bellary /s/ ▇▇▇▇▇ ▇▇▇▇▇ 6/16/98 ______________________________________ SILICON VALLEY BANK (DATE) ACCOUNT OFFICER'S SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATENEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of May 7, 1998, by and between MMC NETWORKS, INC. ("Borrower") and Silicon Valley Bank ("Bank"). In connection with the Loan Agreement being concurrently executed between Borrower and Bank, Borrower agrees as follows:

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TO: SILICON VALLEY COMERICA BANK - CALIFORNIA FROM: HEARME RIGEL PHARMACEUTICALS, INC. The undersigned authorized officer of HEARME RIGEL PHARMACEUTICALS, INC. hereby certifies on behalf and in the name of the Borrower that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement “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 of Borrower stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are 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 . Quarterly Monthly financial statements1 Quarterly statements Monthly within 45 days1 30 days Yes No Annual (CPA Audited) FYE within 90 120 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC 10Q (as applicable) Yes No Maintain on 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 On a Quarterly Basismonthly basis: Minimum Adjusted Quick Ratio 1.75:1.002 _____1.50:1.00 :1.00 Yes No Minimum Revenue 3 $_____ RML 8.00:1.00 :1.00 Yes No Profitability Quarterly 4 $___________ If RML falls below 8.00 to 1.00 100% Cash Security $ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY No Received by: Sincerely, AUTHORIZED SIGNER RIGEL PHARMACEUTICALS, INC. Date: By: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE

TELEPHONE REQUEST. The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. TOName(s): [NAME OF BORROWER(S)] Date: SILICON VALLEY $ credited to deposit account No. when Advances are requested or disbursed to Borrower by cheque or wire transfer Amounts paid to others on your behalf: $ to Comerica Bank counsel fees and expenses $ to Comerica Bank for closing fee $ to $ TOTAL (AMOUNT FINANCED) Upon consummation of this transaction, this document will also serve as the authorization for COMERICA BANK FROMto disburse the loan proceeds as stated above. By: HEARME Name: — Title: — Please send all Required Reporting to: Comerica Bank Technology & Life Sciences Division Suite 2210, South Tower Royal ▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ The undersigned authorized officer Officer of HEARME Borrowers, hereby certifies that under in accordance with the terms and conditions of the Loan and Security Agreement between Borrower among Borrowers and Bank (the Agreement “Agreement”), (i) Borrower is Borrowers are in complete compliance for the period ending _______________ with all required covenants covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrowers stated in the Agreement are true and correct in all material respects on this dateas of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Please indicate compliance status by circling Yes/No under “Complies” or “Applicable” column. Company Prepared F/S Monthly, within 45 days YES NO Compliance Certificate Monthly, within 45 days YES NO CPA Audits, Unqualified F/S Annually, within 150 days of FYE YES NO Borrowing Base Cert., A/R, A/P Agings and Eligible Recurring Revenue and Collections Report Monthly, within 45 days YES NO Annual Business Plan (incl. operating budget) Annually, within 45 days of FYE YES NO Intellectual Property Report Quarterly within 45 days YES NO Audit Semi-annual YES NO If Public: 10-Q Quarterly, within 5 days of SEC filing (50 days) YES NO 10-K Annually, within 5 days of SEC filing (95 days) YES NO Total amount of Borrowers’ cash and investments Amount: $ YES NO Total amount of Borrowers’ cash and investments maintained with Bank Amount: $ YES NO Legal Action > $500,000 Notify promptly upon notice YES NO Inventory Disputes > $100,000 Notify promptly upon notice YES NO Mergers & Acquisitions Notify promptly upon notice YES NO Cross default with other agreements > $500,000 Notify promptly upon notice YES NO Judgement > $500,000 Notify promptly upon notice YES NO Permitted Indebtedness for equipment leases <$3,000,000 YES NO Permitted Investments for stock repurchase <$100,000 YES NO Permitted Investments for subsidiaries <$500,000 YES NO Permitted Investments for employee loans <$500,000 YES NO Permitted Investments for joint ventures <$100,000 YES NO Permitted Liens for equipment leases <$1,000,000 YES NO Permitted Transfers <$500,000 YES NO Please Enter Below Comments Regarding Violations: The Officer further acknowledges that no borrowings may be requested at any time or date of determination that a Borrower is not in compliance with any of all the terms of set forth in the Agreement, including without limitation, the further covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: E-1 LOAN AGREEMENT Permitted Indebtedness (Exhibit A-(68)) Name Name Details End date Amount ($) Currency 1 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 1 December 29, 2014 65,670 US 2 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 2 December 18, 2016 1,098,611 US 3 De Lage Laden Financial Services Inc. Master loan agreement 503268 Loan Schedule No 3 August 29, 2017 229,783 US 4 Microsoft Agreement number E9701104 November 8, 2016 2,384,148 Cdn 5 Creative Solutions Unlimited Customer Acquisition April 30, 2017 1,067,675 US 6 Galaxy Hosted Software Solutions Customer Acquisition January 31, 2016 748,302 US 7 Amex Credit Card Facility Facility Limit NA 915,000 Cdn Permitted Investments (Exhibit A-(69)) Nil. Permitted Liens (Exhibit A-(70)) Liens securing the Indebtedness listed as Items 1-3 under the heading of Permitted Indebtedness above, provided that the Lien is confined solely to the equipment listed in the master loan agreement referenced above and that compliance is determined not just improvements thereon, and proceeds of such equipment. Collateral Maintained with Persons other than Bank (Section 5.3) Bank accounts maintained at Canadian Imperial Bank of Commerce solely for purposes of maintaining the date this certificate is delivered cash collateral referenced in paragraph (f) of the definition of “Permitted Liens”. Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual Equinix Operating Co., Inc. – co-location provider Intellectual Property Collateral (CPA AuditedSection 5.4) FYE within 90 days Yes No Nil. Prior Names (Section 5.5) Wescom Inc. (formerly) ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 131124075 2003-10-Q09 to 2013-10-07 Wescom Solutions 131124059 2003-10-09 to 2013-10-07 Pointclickcare 131124067 2003-10-09 to 2008-10-08 Wescom RH Positive Computer Systems 1984-07-10 RH Positive 5712131 Manitoba Ltd. (formerly) MealMetrics 6006141 2010-03-12 to 2011-07-25 Momentum Dietary Solutions 5769664 2008-11-06 to 2011-11-06 Accu-Med Services Inc. (formerly) 2007-08-16 Accumed, 10K and 8Inc. (consent to use in the state of New Hampshire) 2007-K Within 5 days after filing with SEC Yes No Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE08-16 Accumed Accucare Add On Pro Tracker Pro Tracking Cypress