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: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with 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 45 days Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes No

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: SABA SOFTWAREVERSATILITY, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. (“Borrower”) VerSatility hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, the “"Agreement”"), (i) Borrower is in complete compliance for the period ending ____________________, 1997 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer further certifies that these are prepared in accordance with GAAP 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 h 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. Monthly financial statements + CC Monthly within 45 days Yes Please indicate compliance status by circling Yes/No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes Nounder "Complies" column.

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 COMERICA BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ - CALIFORNIA FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ THE MEDICINES COMPANY The undersigned authorized officer of SABA SOFTWARE, INC. (“Borrower”) THE MEDICINES COMPANY hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer further certifies that these are prepared in accordance with GAAP 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 deliveredPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements + CC Monthly within 45 30 days Yes No Annual (CPA Audited) FYE within 120 90 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 Management Letter from Borrower's CPA firm FYE within 90 days after filing with SEC Yes No Annual Financial Projections Budget FYE within 45 90 days Yes No 10K and 10Q (as applicable) Yes No

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: SABA SOFTWAREEMULEX CORPORATION, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇A DELAWARE CORPORATION AND EMULEX CORPORATION, ▇▇ ▇▇▇▇▇ A CALIFORNIA CORPORATION The undersigned authorized officer officers of SABA SOFTWAREEmulex Corporation, INC. a Delaware corporation and Emulex Corporation, a California corporation (“"Borrower”") certifies certify that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with GAAP 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 45 days Yes Please indicate compliance status by circling Yes/No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes Nounder "Complies" column.

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: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ULTRADATA CORPORATION The undersigned authorized officer of SABA SOFTWARE, INC. (“Borrower”) ULTRADATA Corporation hereby certifies that under in accordance with the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer further certifies that these are prepared in accordance with GAAP 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 deliveredPLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. Monthly REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Quarterly financial statements + CC Monthly Quarterly within 45 days Yes No Annual (CPA Audited) FYE within 120 90 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 A/R & A/P Agings Monthly within 25 days after filing with SEC (if Advances) Yes No Annual Financial Projections FYE within 45 days A/R Audit Initial Yes No

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: XENOGEN CORPORATION ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWARE, INC. XENOGEN CORPORATION (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries Subsidiary (xi) 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 Generally Accepted Accounting Principles (“GAAP”) GAAP and (yii) 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. The Officer certifies that these are prepared in accordance with GAAP 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 45 30 days Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available A/R, A/P Agings, Deferred Revenue Schedule Monthly within 30 days after last day of month Yes No Financial Projections Initial and FYE within 45 days Yes No A/R Audit Annual Yes No Modified Quick Ratio 2.00:1.00 :1.00 Yes No Remaining Months Liquidity Ratio 6.00:1.00* :1.00 Yes No * 4.00:1.00 until October 31, 2005 Borrower only has deposit accounts located at the following institutions: . Comments Regarding Exceptions: See Attached. Sincerely, XENOGEN CORPORATION SIGNATURE TITLE DATE THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into on the above date among SILICON VALLEY BANK (“Silicon”), whose address is ▇▇▇▇ ▇▇▇▇▇▇ Within 5 days after filing ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Xenogen Corporation (the “Parent”), whose chief executive office is located at the above address (“Parent’s Address”) and its wholly owned subsidiary, Xenogen Biosciences Corporation (“XBC”), whose chief executive office is located at the above address (“XBC’s Address”) (Parent and XBC are individually each a “Borrower”, and separately and collectively, the “Borrowers”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.) This Agreement shall only become effective upon the occurrence of a Threshold Event in accordance with SEC Yes No Annual Financial Projections FYE within 45 days Yes NoSection 9.19.

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 # TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ KOSAN BIOSCIENCES INCORPORATED The undersigned authorized officer of SABA SOFTWARE, INC. Kosan Biosciences Incorporated (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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 (except that representations and warranties expressly referring to another date shall be true and correct in all material respects as of that date. Attached are the required documents supporting the certification). In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries Subsidiary (xi) 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 Generally Accepted Accounting Principles (“GAAP”) GAAP and (yii) does not have any legal actions pending or threatened or, to the knowledge of Borrower’s Responsible Officers threatened, against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with GAAP 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 Quarterly* FQE within 45 days Yes No Annual (Audited) )* FYE within 120 days Yes No SEC Filings not available on A/R Audit** Initial and Annual Yes No * May be satisfied by public records (e.g., ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes No▇) ** Required only if accounts receivable included in RML covenant compliance calculation

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 D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWAREBRIO TECHNOLOGY, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWAREBRIO TECHNOLOGY, INC. (“"Borrower”") certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with GAAP 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 45 days Yes Please indicate compliance status by circling Yes/No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes Nounder "Complies" column.

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 # 27 ________________________________________________________________________________ Received By (Bank) Phone # ______________________________________________ Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARE, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ CANCERVAX CORPORATION The undersigned authorized officer of SABA SOFTWARECANCERVAX CORPORATION ("Borrower"), INC. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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 (except for those representations and warranties that expressly speak as of an earlier date, which continue to be true and correct in all material respects, in each case as of such earlier date). Attached are the required documents supporting the certification. In addition, the undersigned authorized officer of Borrower The Officer certifies that Borrower and each of its Subsidiaries any financial calculations set forth herein are based upon financial information (xas applicable) has timely filed all required tax returns and paidcontained in Borrower's financial statements, or made adequate provision to pay, all material taxes, except those being contested which have been prepared in good faith accordance with adequate reserves under U.S. Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained next, subject to, in an accompanying letter or footnotesthe case of interim financial statements, the absence of footnote disclosure and normal year-end adjustments. 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 material terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Monthly financial statements + CC Monthly within 45 days Yes Please indicate compliance status by circling Yes/No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Yes No Annual Financial Projections FYE within 45 days Yes Nounder "Complies" column.

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 ▇3▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ FROM: SABA SOFTWARETHRESHOLD PHARMACEUTICALS, INC. ▇▇▇▇ ▇▇▇▇9▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned authorized officer of SABA SOFTWAREThreshold Pharmaceuticals, INC. Inc. (“Borrower”) certifies that under the terms and conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (as further amended, restated, or otherwise modified from time to time, 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. In addition, the undersigned authorized officer of Borrower certifies that Borrower and each of its Subsidiaries (x) 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 Generally Accepted Accounting Principles (“GAAP”) and (y) does not have any legal actions pending or threatened against Borrower or any Subsidiary which Borrower has not previously notified in writing to Bank. The Officer certifies that these are prepared in accordance with GAAP 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 45 30 days Yes No Annual (Audited) FYE within 120 days Yes No SEC Filings not available on ▇▇▇▇▇ Within 5 days after filing with SEC Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: ________________________________________ Sincerely, AUTHORIZED SIGNER THRESHOLD PHARMACEUTICALS, INC. Date: ______________________________________________ Verified: ___________________________________________ SIGNATURE Date: ______________________________________________ TITLE Compliance Status: Yes No Annual Financial Projections FYE within 45 days Yes NoDate I, the Secretary or Assistant Secretary of Threshold Pharmaceuticals, Inc. (“Borrower”), CERTIFY that Borrower is a corporation existing under the laws of the State of Delaware. I certify that at a meeting of Borrower’s Directors (or by other authorized corporate action) duly held the following resolutions were adopted. It is resolved that any one of the following officers of Borrower, whose name, title and signature is below: ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ ___________________________________ _________________________________ _________________________________ may act for Borrower and: Borrow Money. Borrow money from Silicon Valley Bank (“Bank”). Execute Loan Documents. Execute any loan documents Bank requires.