Loan and Security Agreement



 EXHIBIT 10.1 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (this
“Agreement”) dated as of January 2, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RUBICON TECHNOLOGY, INC., a Delaware
corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 
 1 ACCOUNTING AND OTHER TERMS 
 Accounting terms not defined in this
Agreement shall be construed following GAAP, and all calculations and determinations must be made following GAAP; provided, however, that if Borrower notifies Bank that Borrower requests an amendment to any provision hereof to
eliminate the effect of any Accounting Change occurring after the Effective Date or in the application thereof on the operation of such provision (or if Bank notifies Borrower that Bank requests an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting
Change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith. When used herein, the term “financial statements” shall include the notes and schedules
thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires
otherwise. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement that are defined in the Code, unless otherwise indicated, shall have the
meaning provided by the Code; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in
Article 9 of the Code shall govern. 
 2 LOAN AND TERMS OF PAYMENT 

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions
and, as applicable, accrued and unpaid interest thereon as and when due in accordance with this Agreement. 
 2.2 Revolving
Advances. 
 (a) Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves,
following completion of the Initial Audit, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable
terms and conditions precedent herein. 







 (b) Termination; Repayment. The Revolving Line terminates on the Revolving Line
Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable. 

(c) Reserves. Anything to the contrary in this Section 2 notwithstanding, Bank shall have the right (but not the obligation),
to establish and increase or decrease Reserves; provided, that Bank shall provide not less than three (3) Business Days’ notice to Borrower any time any such Reserve in a material amount is to be established or increased, but
a non-willful failure of Bank to so notify Borrower shall not be a breach of this Agreement. 
 2.3 Overadvances. If, at
any time, the outstanding principal amount of any Advances exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the
“Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at the Default Rate. 

2.4 Payment of Interest on the Credit Extensions. 
 (a) Interest Rate; Advances. Interest on Advances and all fees payable hereunder shall be computed on the basis of a 360-day year (other than calculations of interest in respect of Prime Rate
Advances, for which such basis shall be on a 365/366 day year), and the actual number of days elapsed in the period during which such interest accrues. In computing interest on Advances, the date of the making of such Advance shall be included and
the date of payment shall be excluded; provided, however, that if such Advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Advance: 

(X) Subject to Sections 2.4(c), 3.6 and 3.7, each LIBOR Advance shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the LIBOR Rate determined for such day plus the Applicable Margin; and 
 (Y)
Subject to Section 2.4(c), each Prime Rate Advance shall bear interest at a rate per annum equal to the Prime Rate plus the Applicable Margin. 
 (b) Interest Rate Determination. The foregoing applicable interest rates for each Advance will be adjusted on the first (1st) day of each Interest Period and fixed for the duration of each such Interest Period. As of each Interest Rate
Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to each Advance for which an interest rate is then being
determined for the applicable Interest Period. In the event that Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), as of any Interest Rate Determination Date with respect to any
Advance, that adequate and fair means do not exist for ascertaining the interest rate applicable to such Advance on the basis provided for in the definition of LIBOR Rate, then Bank may select a comparable replacement index and corresponding margin.


  
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 (c) Default Rate. Immediately upon the occurrence and during the continuance of an
Event of Default, all Obligations shall bear interest at a rate per annum which is two percentage points (2.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses which are required to
be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Advances under the Revolving Line.
Payment or acceptance of the increased interest rate provided in this Section 2.4(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or
remedies of Bank. 
 (d) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension based on
changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change. 
 (e) Payment; Interest Computation. Unless otherwise indicated, interest is payable monthly, in arrears on the first calendar day of each month. In computing interest, (i) all payments received
after 12:00 noon Pacific time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded;
provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. 

2.5 Fees. Borrower shall pay to Bank: 
 (a) Commitment Fee. A fully earned, non-refundable commitment fee of One Hundred Twenty Five Thousand Dollars ($125,000), payable on the Effective Date; 

(b) Unused Revolving Line Facility Fee. Payable monthly in arrears on the first day of each month occurring prior to the Revolving
Line Maturity Date, and on the Revolving Line Maturity Date, a fee (the “Unused Revolving Line Facility Fee”) in an amount equal to three-eighths of one percent (0.375%) per annum of the average unused portion of the Revolving Line,
as determined by Bank. The unused portion of the Revolving Line, for purposes of this calculation, shall be calculated on a calendar year basis and shall equal the difference between (i) the Revolving Line, and (ii) the average for
the period of the daily closing balance of the Revolving Line outstanding; 
 (c) Bank Expenses. All Bank Expenses
(including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due (or, if no stated due date, promptly upon demand by Bank); and 

(d) Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not be entitled
to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this 

  
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Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under the clauses of this Section 2.5
pursuant to the terms of Section 2.6(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.5. 

2.6 Payments; Application of Payments; Debit of Accounts. 
 (a) All payments to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 noon Pacific time on the date when
due. Payments of principal and/or interest received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the
next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. 
 (b) Subject to
Section 6.3(c), Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate
or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. 

(c) Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments
or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 
 3 CONDITIONS OF
LOANS 
 3.1 Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the initial Credit
Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without
limitation: 
 (a) duly executed original signatures to the Loan Documents; 

(b) duly executed original signatures to the Control Agreements, as necessary; 

(c) the Operating Documents and long-form good standing certificates of Borrower and its Domestic Subsidiaries certified by the Secretary
of State (or equivalent agency) of Borrower’s and such Domestic Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Domestic Subsidiary is qualified to conduct business, each as of a
date no earlier than thirty (30) days prior to the Effective Date; 
 (d) duly executed original signatures to the completed
Borrowing Resolutions for Borrower; 

  
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 (e) certified copies, dated as of a recent date, of financing statement searches, as Bank
may request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension,
will be terminated or released; 
 (f) the Perfection Certificates of Borrower and Guarantor, together with the duly executed
original signatures thereto; 
 (g) a landlord’s consent in favor of Bank for 900 East Green Street, Unit A, Bensenville,
Illinois 60106, by the landlord thereof, together with the duly executed original signatures thereto; 
 (h) a bailee’s
waiver in favor of Bank (to the extent required by Bank), for each location where Borrower maintains property with a third party, by each such third party, together with the duly executed original signatures thereto; 

(i) a legal opinion of Borrower’s counsel dated as of the Effective Date together with the duly executed original signature thereto;

 (j) the duly executed original signatures to the Guaranty and the Guarantor Security Agreement, together with the duly
executed original signatures to the completed Borrowing Resolutions for Guarantor; 
 (k) evidence satisfactory to Bank that the
insurance policies and endorsements required by Section 6.7 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; 

(l) the completion of the Initial Audit with results satisfactory to Bank in its sole and absolute discretion; and 

(m) payment of the fees and Bank Expenses then due as specified in Section 2.5 hereof. 

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial
Credit Extension, is subject to the following conditions precedent: 
 (a) timely receipt of an executed Transaction Report;

 (b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the
date of the Transaction Report and on the Funding Date of each Credit Extension; 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


  
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as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that
date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; 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; and 
 (c) Bank determines to its satisfaction that a Material Adverse Change has not
occurred. 
 3.3 Covenant to Deliver. 
 Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made
prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

 3.4 Procedures for Borrowing. 
 (a) Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s irrevocable written notice
delivered to Bank by electronic mail in the form of a Notice of Borrowing executed by an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have become due. Such Notice of Borrowing must be received by
Bank prior to 12:00 noon Pacific time, (i) at least three (3) Business Days prior to the requested Funding Date, in the case of any LIBOR Advance, and (ii) on the requested Funding Date, in the case of a Prime Rate Advance,
specifying: (1) the amount of the Advance; (2) the Currency in which such Advance shall be denominated; (3) the requested Funding Date; (4) whether the Advance is to be comprised of LIBOR Advances or Prime Rate Advances; and
(5) the duration of the Interest Period applicable to any such LIBOR Advances included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR
Advances, such Interest Period shall be one (1) month. In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with such other
reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in its sole discretion. 
 (b) On the Funding Date, Bank shall credit proceeds of an Advance to the Designated Deposit Account. No Advances shall be deemed made to Borrower, and no interest shall accrue on any such Advance, until
the related funds have been deposited in the applicable Designated Deposit Account. 

  
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 3.5 Conversion and Continuation Elections. 

(a) So long as (i) no Event of Default exists; (ii) Borrower shall not have sent any notice of termination of this Agreement;
and (iii) Borrower shall have complied with such customary procedures as Bank has established from time to time for Borrower’s requests for LIBOR Advances, Borrower may, upon irrevocable written notice to Bank: 

(1) elect to convert on any Business Day, Prime Rate Advances into LIBOR Advances; 

(2) elect to continue on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date; or

 (3) elect to convert on any Interest Payment Date any LIBOR Advances maturing on such Interest Payment Date
into Prime Rate Advances. 
 (b) Borrower shall deliver a Notice of Conversion/Continuation by electronic mail to be received by
Bank prior to 12:00 noon Pacific time (i) at least three (3) Business Days in advance of the Conversion Date or Continuation Date, if any Advances are to be converted into or continued as LIBOR Advances; and (ii) on the Conversion
Date, if any Advances are to be converted into Prime Rate Advances, in each case specifying the: 
 (1) proposed
Conversion Date or Continuation Date; 
 (2) aggregate amount of the Advances to be converted or continued;

 (3) nature of the proposed conversion or continuation; and 

(4) if the resulting Advance is to be a LIBOR Advance, the duration of the requested Interest Period. 

(c) If upon the expiration of any Interest Period applicable to any LIBOR Advances, Borrower shall have timely failed to select a new
Interest Period to be applicable to such LIBOR Advances or request to convert a LIBOR Advance into a Prime Rate Advance, Borrower shall be deemed to have elected to convert such LIBOR Advances into Prime Rate Advances. 

(d) Any LIBOR Advances shall, at Bank’s option, convert into Prime Rate Advances in the event that (i) an Event of Default
exists, or (ii) the aggregate principal amount of the Prime Rate Advances which have been previously converted to LIBOR Advances, or the aggregate principal amount of existing LIBOR Advances continued, as the case may be, at the beginning of an
Interest Period shall at any time during such Interest Period exceeds the lesser of the Revolving Line or the Borrowing Base. Borrower agrees to pay Bank, upon demand by Bank (or Bank may, at its option, debit the Designated Deposit Account or any
other account Borrower maintains with Bank) any amounts required to compensate Bank for any loss (including loss of anticipated profits), cost, or expense incurred by Bank, as a result of the conversion of LIBOR Advances to Prime Rate Advances
pursuant to this Section 3.5(d). 

  
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 (e) Notwithstanding anything to the contrary contained herein, Bank shall not be required to
purchase Dollar deposits in the London interbank market or other applicable LIBOR market to fund any LIBOR Advances, but the provisions hereof shall be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Advances. 

(f) Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of LIBOR Advances and all
selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the LIBOR Advances comprising each LIBOR Tranche shall be equal to
$500,000 or a whole multiple of $100,000 in excess thereof, and (b) no more than five (5) LIBOR Tranches shall be outstanding at any one time. 
 3.6 Special Provisions Governing LIBOR Advances. Notwithstanding any other provision of this Agreement to the contrary, the following provisions shall govern with respect to LIBOR Advances as to
the matters covered: 
 (a) Determination of Applicable Interest Rate. As soon as practicable on each Interest Rate
Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower. 
 (b) Inability to Determine Applicable Interest Rate. In the event that Bank shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date with respect to any LIBOR Advance, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such LIBOR Advance on the
basis provided for in the definition of LIBOR, Bank shall on such date give notice (by facsimile or by telephone confirmed in writing) to Borrower of such determination, whereupon (i) no Advances may be made as, or converted to, LIBOR Advances
until such time as Bank notifies Borrower that the circumstances giving rise to such notice no longer exist, and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by Borrower with respect to LIBOR Advances in respect of
which such determination was made shall be deemed to be rescinded by Borrower. 
 (c) Compensation for Breakage or
Non-Commencement of Interest Periods. If (i) for any reason, other than a default by Bank or any failure of Bank to fund LIBOR Advances due to impracticability or illegality under Sections 3.7(c) and 3.7(d) of this Agreement, a borrowing or
a conversion to or continuation of any LIBOR Advance does not occur on a date specified in a Notice of Borrowing or a Notice of Conversion/Continuation, as the case may be, or (ii) any complete or partial principal payment or reduction of a
LIBOR Advance, or any conversion of any LIBOR Advance, occurs on a date prior to the last day of an Interest Period applicable to that LIBOR Advance, including due to voluntary or mandatory prepayment or acceleration, then, in each case, Borrower
shall compensate Bank, upon written request by Bank, for all losses and expenses incurred by Bank in an amount equal to the excess, if any, of: 

  
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 (A) the amount of interest that would have accrued on the amount
(1) not borrowed, converted or continued as provided in clause (i) above, or (2) paid, reduced or converted as provided in clause (ii) above, for the period from (y) the date of such failure to borrow, convert or continue as
provided in clause (i) above, or the date of such payment, reduction or conversion as provided in clause (ii) above, as the case may be, to (z) in the case of a failure to borrow, convert or continue as provided in clause
(i) above, the last day of the Interest Period that would have commenced on the date of such borrowing, conversion or continuing but for such failure, and in the case of a payment, reduction or conversion prior to the last day of an Interest
Period applicable to a LIBOR Advance as provided in clause (ii) above, the last day of such Interest Period, in each case at the applicable rate of interest or other return for such LIBOR Advance(s) provided for herein (excluding, however, the
LIBOR Rate Margin included therein, if any), over 
 (B) the interest which would have accrued to Bank on the
applicable amount provided in clause (A) above through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to the definition of LIBOR Rate on the date of such failure to borrow, convert or continue as provided in
clause (i) above, or the date of such payment, reduction or conversion as provided in clause (ii) above, as the case may be, for a period equal to the remaining period of such applicable Interest Period provided in clause (A) above.

 Bank’s request shall set forth the manner and method of computing such compensation and such determination as to such compensation shall
be conclusive absent manifest error. 
 (d) Assumptions Concerning Funding of LIBOR Advances. Calculation of all amounts
payable to Bank under this Section 3.6 and under Section 3.7 shall be made as though Bank had actually funded each relevant LIBOR Advance through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to the
definition of LIBOR Rate in an amount equal to the amount of such LIBOR Advance and having a maturity comparable to the relevant Interest Period; provided, however, that Bank may fund each of its LIBOR Advances in any manner it sees
fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 3.6 and under Section 3.7. 
 (e) LIBOR Advances After Default. After the occurrence and during the continuance of an Event of Default, (i) Borrower may not elect to have an Advance be made or continued as, or converted
to, a LIBOR Advance after the expiration of any Interest Period then in effect for such Advance and (ii) subject to the provisions of Section 3.6(c), any Notice of Conversion/Continuation given by Borrower with respect to a requested
conversion/continuation that has not yet occurred shall, at Bank’s option, be deemed to be rescinded by Borrower and be deemed a request to convert or continue Advances referred to therein as Prime Rate Advances. 







 3.7 Additional Requirements/Provisions Regarding LIBOR Advances. 

(a) Borrower shall pay Bank, upon demand by Bank, from time to time such amounts as Bank may determine to be necessary to compensate it
for any costs incurred by Bank that Bank determines are attributable to its making or maintaining of any amount receivable by Bank hereunder in respect of any LIBOR Advances relating thereto (such increases in costs and reductions in amounts
receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change which: 

(i) changes the basis of taxation of any amounts payable to Bank under this Agreement in respect of any LIBOR Advances (other than changes
which affect taxes measured by or imposed on the overall net income of Bank by the jurisdiction in which Bank has its principal office); 
 (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with, or other liabilities of Bank (including any
LIBOR Advances or any deposits referred to in the definition of LIBOR); or 
 (iii) imposes any other condition affecting this
Agreement (or any of such extensions of credit or liabilities). 
 Bank will notify Borrower of any event occurring after the
Effective Date which will entitle Bank to compensation pursuant to this Section 3.7(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided, that Borrower shall not be
required to compensate Bank pursuant to this Section 3.7(a) for any Additional Costs incurred more than 180 days prior to the date that Bank notifies Borrower of such event giving rise to such Additional Costs and of Bank’s intention to
claim compensation therefor. Bank will furnish Borrower with a statement setting forth the basis and amount of each request by Bank for compensation under this Section 3.7(a). Determinations and allocations by Bank for purposes of this
Section 3.7(a) of the effect of any Regulatory Change on its costs of maintaining its obligations to make LIBOR Advances, of making or maintaining LIBOR Advances, or on amounts receivable by it in respect of LIBOR Advances, and of the
additional amounts required to compensate Bank in respect of any Additional Costs, shall be conclusive absent manifest error. 

(b) If Bank shall determine that the adoption or implementation of any applicable law, rule, regulation, or treaty regarding capital
adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its
applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on
capital of Bank or any person or entity controlling Bank (a “Parent”) as a consequence of its obligations hereunder to a level below that which Bank (or its Parent) could have achieved but for such adoption, change, or compliance
(taking into consideration policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, within five (5)

  
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days after demand by Bank, Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction. A statement of Bank claiming compensation under this
Section 3.8(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. 
 Notwithstanding anything to the contrary in this Section 3.7, Borrower shall not be required to compensate Bank pursuant to this Section 3.7(b) for any amounts incurred more than six
(6) months prior to the date that Bank notifies Borrower of Bank’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period
shall be extended to include the period of such retroactive effect. The obligations of the Borrower arising pursuant to this Section 3.7(b) shall survive the Revolving Line Maturity Date, the termination of this Agreement and the repayment
of all Obligations. 
 (c) If, at any time, Bank, in its sole and absolute discretion, determines that (i) the amount of
LIBOR Advances for periods equal to the corresponding Interest Periods are not available to Bank in the offshore currency interbank markets, or (ii) LIBOR does not accurately reflect the cost to Bank of lending the LIBOR Advances, then Bank
shall promptly give notice thereof to Borrower. Upon the giving of such notice, Bank’s obligation to make the LIBOR Advances shall terminate; provided, however, LIBOR Advances shall not terminate if Bank and Borrower agree in writing to a
different interest rate applicable to LIBOR Advances. 
 (d) If it shall become unlawful for Bank to continue to fund or maintain
any LIBOR Advances, or to perform its obligations hereunder, upon demand by Bank, Borrower shall prepay the LIBOR Advances in full with accrued interest thereon and all other amounts payable by Borrower hereunder (including, without limitation, any
amount payable in connection with such prepayment pursuant to Section 3.6(c)(ii)). Notwithstanding the foregoing, to the extent a determination by Bank as described above relates to a LIBOR Advance then being requested by Borrower pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, Borrower shall have the option, subject to the provisions of Section 3.6(c)(ii), to (i) rescind such Notice of Borrowing or Notice of Conversion/Continuation by giving notice (by
facsimile or by telephone confirmed in writing) to Bank of such rescission on the date on which Bank gives notice of its determination as described above, or (ii) modify such Notice of Borrowing or Notice of Conversion/Continuation to obtain a
Prime Rate Advance or to have outstanding Advances converted into or continued as Prime Rate Advances by giving notice (by facsimile or by telephone confirmed in writing) to Bank of such modification on the date on which Bank gives notice of its
determination as described above. 
 4 CREATION OF SECURITY INTEREST 

4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the
Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. 

  
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 Borrower acknowledges that it previously has entered, and/or may in the future enter, into
Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to
have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that have superior priority to Bank’s Lien in this Agreement). 

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost
and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and
(y) this Agreement is terminated, Bank shall release its Liens on the Collateral upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist
of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (x) if such Letters of Credit are denominated in Dollars, then at least one hundred five percent (105.0%); and (y) if such Letters of
Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110.0%), of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith
(as estimated by Bank in its business judgment), to secure all of the Obligations relating to such Letters of Credit. 
 4.2
Priority of Security Interest. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to
Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing
signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory
to Bank. 
 4.3 Authorization to File Financing Statements. Borrower hereby authorizes Bank to file financing statements,
without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, by either Borrower or any other Person, shall be deemed to
violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s
discretion. 

  
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 5 REPRESENTATIONS AND WARRANTIES 

Borrower represents and warrants as follows: 
 5.1 Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed
to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse
effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates each signed by Borrower and Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and
warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the
Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth
Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five
(5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and
each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific
provisions in this Agreement, including, without limitation, to reflect changes permitted pursuant to Sections 5.2, 5.5, 6.12 and 7.2). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of
such occurrence and provide Bank with Borrower’s organizational identification number. 
 The execution, delivery and
performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate
any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their
property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained
and are in full force and effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound which, in each case, could
individually or in the aggregate reasonably be expected to have a material adverse effect on Borrower’s business. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could
reasonably be expected to have a material adverse effect on Borrower’s business. 
 5.2 Collateral. Borrower has
good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no Collateral Accounts at or with any bank or
financial institution other than Bank or Bank’s Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith (as the same


  
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may be updated in writing by Borrower from time to time), and with respect to which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant
to the term of Section 6.8(b). The Accounts are bona fide, existing obligations of the Account Debtors. 
 The Collateral
is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection
Certificate or as permitted pursuant to Section 7.2. 
 All Inventory is in all material respects of good and marketable
quality, free from material defects. 
 Borrower is the sole owner of the Intellectual Property which it owns or purports to
own, except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to
Borrower and noted on the Perfection Certificate (as the same may be updated in writing by Borrower from time to time to reflect the current status of such Intellectual Property). Each Patent which it owns or purports to own and which is material to
Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To
the best of Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property owned by Borrower violates the rights of any third party except to the extent such claim would not reasonably be expected to have a
material adverse effect on Borrower’s business. 
 Except as noted on the Perfection Certificate, Borrower is not a party
to, nor is it bound by, any Restricted License. 
 5.3 Accounts Receivable; Inventory. 

(a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be
an Eligible Account. 
 (b) All statements made and all unpaid balances appearing in all invoices, instruments and other
documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other
transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any
Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and
all such documents, instruments and agreements are legally enforceable in accordance with their terms. 

  
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 (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report,
such Inventory (i) consists of raw materials and/or finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or
custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to
any Liens, except (x) the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and (y) Permitted Liens of the type described in clauses (b) and (d) of the definition of
“Permitted Liens” in Section 13 hereof, but, in the case of such clause (d), only to the extent relating to Liens of bailees and landlords who have delivered a landlord’s consent and/or a bailee’s waiver in favor of
Bank, each in form and substance acceptable to Bank, in its reasonable discretion; and (v) is located in the United States at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location
permitted under Section 7.2) and subject to a landlord’s consent and/or a bailee’s waiver in favor of Bank, each in form and substance acceptable to Bank, in its reasonable discretion. 

5.4 Litigation. There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing
by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000), unless disclosed in the Perfection Certificate (as updated in writing by Borrower from time to
time to reflect changes in pending or threatened actions). 
 5.5 Financial Statements; Financial Condition. All
consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations for the
periods covered thereby. There has not been any material adverse change in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

5.6 Solvency. The fair salable value of Borrower’s consolidated assets (including goodwill minus disposition costs) exceeds
the fair value of Borrower’s liabilities; Borrower is not left with unreasonably small capital to its business as presently conducted after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as
they mature. 
 5.7 Regulatory Compliance. Borrower is not an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the
Federal Reserve Board of Governors). Borrower has not violated any Requirements of Law the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’
properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance in a manner which could
reasonably be expected to have a 

  
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material adverse effect on its business. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all
notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted. 

5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership, or other ownership interest or other equity
securities except for Permitted Investments. 
 5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely
filed all required tax returns and reports with respect to payment obligations of Borrower exceeding One Hundred Thousand Dollars ($100,000), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and
contributions owed by Borrower in excess of One Hundred Thousand Dollars ($100,000) except to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or
other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 
 To the
extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the
governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax
years which could result in additional taxes becoming due and payable by Borrower in excess of One Hundred Thousand Dollars ($100,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms except where the failure to do so would not result in a funding deficiency in an aggregate amount exceeding One Hundred Thousand Dollars ($100,000), and Borrower has not withdrawn from participation in, and has
not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit
Guaranty Corporation or its successors or any other governmental agency, in an amount greater than One Hundred Thousand Dollars ($100,000). 
 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions as working capital, Permitted Acquisitions, Permitted Investments and to fund its general business requirements, and
not for personal, family, household or agricultural purposes. 
 5.11 Full Disclosure. No written representation,
warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given
to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading in any material respect (it being acknowledged and agreed by Bank
that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts subject to the representation made above and that actual results during the period or periods covered by such
projections and forecasts may differ from the projected or forecasted results). 

  
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 5.12 Definition of “Knowledge.” For purposes of the Loan Documents,
whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge of any Responsible
Officer. 
 6 AFFIRMATIVE COVENANTS 
 Borrower shall do all of the following: 
 6.1 Government Compliance.

 (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of
formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary
comply with all laws, ordinances and regulations to which it is subject, the noncompliance with which could have a material adverse effect on Borrower’s business. 
 (b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in
all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank. 
 6.2
Financial Statements, Reports, Certificates. Provide Bank with the following: 
 (a) a Transaction Report (and any schedules
related thereto) (i) with each request for an Advance, (ii) no later than Friday of each week when a Streamline Period is not in effect, and (iii) within twenty (20) days after the end of each month when a Streamline Period is in
effect; 
 (b) within fifteen (15) days after the end of each month, (A) monthly accounts receivable agings, aged by
invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) monthly reconciliations of accounts receivable agings (aged by invoice date), transaction reports, Deferred
Revenue report, and general ledger, and (D) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by
Bank in its good faith business judgment; 
 (c) as soon as available, but no later than forty-five (45) days after the last
day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for such quarter certified by a Responsible Officer and in a form
acceptable to Bank (the “Quarterly Financial Statements”); 

  
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 (d) within forty-five (45) days after the last day of each quarter and together with
the Quarterly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such quarter, Borrower was in full compliance with all of the terms and conditions of this Agreement, and
setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such quarter there were
no held checks; 
 (e) within thirty (30) days after the end of each fiscal year of Borrower, and as amended and/or updated
(A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly
basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; 
 (f) as soon as available, and in any event within one hundred twenty (120) days following the end of Borrower’s fiscal year, annual audited consolidated financial statements prepared under GAAP,
consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; 
 (g) within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to
any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms of this Section 6.2 (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on
Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; 

(h) within five (5) Business Days of delivery, copies of all statements, reports and notices made available to Borrower’s
security holders or to any holders of Subordinated Debt; 
 (i) prompt report of any legal actions pending or threatened in
writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; and 

(j) other financial information reasonably requested by Bank. 
 6.3 Accounts Receivable. 
 (a) Schedules and Documents Relating to
Accounts. Borrower shall deliver to Bank transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard forms; provided, however, that Borrower’s failure to execute and
deliver the same shall 

  
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not affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor shall Bank’s failure to advance or lend against a specific Account affect or limit Bank’s
Lien and other rights therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at Bank’s reasonable request, originals) of all contracts, orders, invoices, and other similar documents, and all shipping instructions, delivery
receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Accounts. In addition, Borrower shall deliver to Bank, on its request, the originals of all instruments, chattel paper,
security agreements, guarantees and other documents and property evidencing or securing any Accounts, in the same form as received, with all necessary endorsements, and copies of all credit memos. 

(b) Disputes. Borrower shall promptly notify Bank of all disputes or claims relating to Accounts. Borrower may forgive (completely
or partially), compromise, or settle any Account for less than payment in full, or agree to do any of the foregoing so long as (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, in
arm’s-length transactions, and reports the same to Bank in the regular reports provided to Bank; (ii) no Event of Default has occurred and is continuing; and (iii) after taking into account all such discounts, settlements and
forgiveness, the total outstanding Advances will not exceed the lesser of the Revolving Line or the Borrowing Base. 
 (c)
Collection of Accounts. Borrower shall have the right to collect all Accounts, unless and until an Event of Default has occurred and is continuing. Bank shall require that Borrower direct Account Debtors to deliver or transmit all proceeds of
Accounts into a lockbox account, or via electronic deposit capture into a “blocked account” as specified by Bank (either such account, the “Cash Collateral Account”), pursuant to a blocked account agreement in form and
substance satisfactory to Bank. Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the Cash Collateral Account (i) to be applied to immediately
reduce the Obligations when a Streamline Period is not effect, or (ii) to be transferred on a daily basis to Borrower’s operating account with Bank when a Streamline Period is in effect. 

(d) Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to
Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) if requested by Bank, provide a copy of such credit memorandum to
Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

 (e) Verification. Bank may, from time to time, verify directly with the respective Account Debtors the validity,
amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account. 

  
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 (f) No Liability. Bank shall not be responsible or liable for any shortage or
discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or
failure to collect any Account, or for settling any Account in good faith for less than the full amount thereof at any time an Event of Default has occurred and remains continuing, nor shall Bank be deemed to be responsible for any of
Borrower’s obligations under any contract or agreement giving rise to an Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence or willful misconduct. 

6.4 Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver, in kind, all proceeds arising from the
disposition of any Collateral to Bank in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations (a) prior to an Event of Default, pursuant to the
terms of Section 2.6(b) hereof (as qualified by Section 6.3(c)), and (b) after the occurrence and during the continuance of an Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if no
Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate
purchase price of Two Hundred Fifty Thousand Dollars ($250,000) or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will
hold such proceeds separate and apart from such other funds and property and in an express trust for Bank. Nothing in this Section limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement. 

6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports with
respect to payment obligations of Borrower, and each of its Subsidiaries, exceeding One Hundred Thousand Dollars ($100,000), and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower and each of its Subsidiaries in excess of One Hundred Thousand Dollars ($100,000), except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and
shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms except where the failure
to do so would not result in a funding deficiency in an aggregate amount exceeding One Hundred Thousand Dollars ($100,000). 

6.6 Access to Collateral; Books and Records. At reasonable times, on three (3) Business Days’ notice (provided no notice
is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to audit and copy Borrower’s Books. In addition to the Initial Audit, the foregoing
inspections and audits shall be conducted at Borrower’s expense and no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and audits shall occur as often
as Bank shall determine is necessary. The charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event
Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to 

  
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reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower shall pay Bank a fee of $1,000 plus any
out-of- pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. 
 6.7 Insurance. 
 (a) Keep its business and the Collateral insured for risks
and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower,
and in amounts that are reasonably satisfactory to Bank (it being acknowledged by Bank that the terms of insurance in effect as of the Effective Date are satisfactory to Bank). All property policies shall have a lender’s loss payable
endorsement showing Bank as lender loss payee. All general liability policies shall show, or have endorsements showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such
insurance providing coverage in respect of any Collateral. 
 (b) Ensure that proceeds payable under any property policy are, at
Bank’s option, payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy
up to Three Million Dollars ($3,000,000) with respect to any loss, but not exceeding Three Million Dollars ($3,000,000) in the aggregate for all losses under all casualty policies in any one (1) year, toward the replacement or repair of
destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted
a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations.
Notwithstanding anything to the contrary contained herein, Bank shall not be entitled to receive any proceeds of Borrower’s business interruption insurance policies. 
 (c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. All policies (or their respective endorsements) shall be in form and
substance reasonably satisfactory to Bank. If Borrower fails to obtain insurance as required under this Section 6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such
payment or obtain such insurance policies required in this Section 6.7, and take any action under the policies Bank deems prudent. 
 6.8 Operating Accounts. 
 (a) Maintain its primary operating and other
deposit accounts with Bank, and a portion of its securities and investment accounts with Bank’s Affiliates, which accounts shall represent at least twenty-five percent (25%) of the consolidated dollar value of Borrower’s and its
Subsidiaries accounts at all financial institutions worldwide. 

  
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 (b) Provide Bank five (5) days prior-written notice before establishing any Collateral
Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at
or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms
hereunder which Control Agreement may not be terminated without the prior written consent of Bank. Bank agrees not to issue a “Notice of Exclusive Control” (or its equivalent) with respect to any Collateral Account that is subject to a
Control Agreement or other applicable instrument unless an Event of Default has occurred and is continuing at the time such “Notice of Exclusive Control” (or its equivalent) is issued. Bank agrees to use commercially reasonable efforts to
rescind a “Notice of Exclusive Control” (or its equivalent) if the Event of Default upon which such “Notice of Exclusive Control” (or its equivalent) was issued has been cured or has been waived in writing by Bank in accordance
with the terms of this Agreement. The provisions of the second sentence of this Section 6.8(b) shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the
benefit of Borrower’s employees and (ii) other deposit accounts which, when taken together, do not contain more than $100,000 in the aggregate for all such other deposit accounts, and, in each case, are identified to Bank by Borrower as
such. 
 6.9 Financial Covenants. 
 (a) Adjusted Quick Ratio. Maintain a ratio, tested quarterly, as of the last day of each fiscal quarter of (i) Quick Assets divided by (ii) Current Liabilities of at least
1.4 to 1.0 (the “Adjusted Quick Ratio”). 
 6.10 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property which is material to its business;
(ii) promptly advise Bank in writing of material infringements of such Intellectual Property or any other event that could reasonably be expected to materially and adversely affect the value of such Intellectual Property; and (iii) not
allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. 
 (b) Provide written notice to Bank within ten (10) Business Days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the
public). Borrower shall take such steps as Bank reasonably requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have
a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a
liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents. 

  
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 6.11 Litigation Cooperation. From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend
any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower; provided, that the provision of such books and records would not make unavailable any protection available to
Borrower, including but not limited to, protection under attorney-client privilege, the work product doctrine, or similar protections. 
 6.12 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, not later than ten (10) Business Days after
the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder
to the Loan Agreement to cause such Subsidiary to become a co-borrower or Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient
to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or
beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) if reasonably requested by Bank, provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more
opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, that with respect to any Foreign Subsidiary, in the
event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in and to the assets of any such Foreign Subsidiary, (ii) the guaranty of the Obligations of the Borrower by any such Foreign
Subsidiary and/or (iii) the pledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have an adverse
tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary;
provided, further, that Borrower and Bank mutually agree that Borrower’s sole obligation under this Section 6.12 with respect to Rubicon Malaysia shall be to pledge sixty-five percent (65%) of the stock, units or
other evidence of ownership of Rubicon Malaysia. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document. 
 6.13 Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of
this Agreement. Deliver to Bank, within five (5) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or
maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. 

  
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 7 NEGATIVE COVENANTS 

Borrower shall not do any of the following without Bank’s prior written consent: 

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or
permit any of its Subsidiaries to Transfer, all or any material part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out, damaged, surplus or obsolete Inventory and
Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments; (d) consisting
of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; and (e) in respect of Permitted Dispositions. 
 7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in
by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) fail to provide notice to Bank of any Key Person departing from or ceasing to be employed by Borrower within five
(5) Business Days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first
such transaction own more than forty percent (40%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a
public offering or to venture capital or private equity investors so long as Borrower identifies to Bank the venture capital or private equity investors at least seven (7) Business Days prior to the closing of the transaction and provides to
Bank a description of the material terms of the transaction). 
 Borrower shall not, without at least ten (10) days prior
written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000) in Borrower’s assets or property) or
deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate,
(2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. If Borrower
intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars ($100,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the
Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank.

 7.3 Mergers or Acquisitions. Other than in connection with a Permitted Acquisition, merge or consolidate, or permit
any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the
formation of any Subsidiary); provided that a Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

  
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 7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit
any Subsidiary to do so, other than Permitted Indebtedness. 
 7.5 Encumbrance. Create, incur, allow, or suffer any Lien
on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority
security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any
Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the
definition of “Permitted Liens” herein. 
 7.6 Maintenance of Collateral Accounts. Maintain any Collateral
Account except pursuant to the terms of Section 6.8(b) hereof. 
 7.7 Distributions; Investments.
(a) (i) Pay any dividends, (ii) make any distribution, (iii) make any other payment in respect of its capital stock, or (iv) redeem, retire or purchase any capital stock; or (b) directly or indirectly make any Investment
(including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) any Investment, disposition,
transfer, or other transaction expressly permitted by the terms of this Agreement and (b) any other transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower
than would be obtained in an arm’s length transaction with a non-affiliated Person. 
 7.9 Subordinated Debt.
(a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating
to the Subordinated Debt which would increase the amount thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the
Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds
of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or non-exempt Prohibited Transaction, as defined in ERISA, 

  
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to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on
Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any
present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental
agency. 
 8 EVENTS OF DEFAULT 
 Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 
 8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days
after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay any payment specified under clause
(b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 
 8.2 Covenant
Default. 
 (a) Borrower fails or neglects to perform any obligation in Sections 2.3, 6.2, 6.5, 6.7, 6.8, 6.9, 6.10(b) or
violates any covenant in Section 7; or 
 (b) Borrower fails or neglects to perform, keep, or observe any other term,
provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be
cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within such ten (10) day period or cannot after diligent attempts
by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure
such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section shall not apply,
among other things, to financial covenants or any other covenants set forth in clause (a) above; 
 8.3 Material Adverse
Change. A Material Adverse Change occurs; 
 8.4 Attachment; Levy; Restraint on Business. 

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the
control of Borrower (including a Subsidiary) in excess of Two Hundred Fifty Thousand Dollars ($250,000), or (ii) a notice of lien or levy is filed 

  
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against any of Borrower’s assets by any Governmental Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof,
discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or 

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or
receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 
 8.5 Insolvency. (a) Borrower or any of its Subsidiaries is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower or any of its
Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and is not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while any
of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 
 8.6 Other
Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity
of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on the
business of Borrower and any Guarantor, taken as a whole; 
 8.7 Judgments; Penalties. One or more fines, penalties or
final judgments, orders or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000) (not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution
thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of
such fine, penalty, judgment, order or decree); 
 8.8 Misrepresentations. Borrower or any Person acting for Borrower
makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other
statement is incorrect in any material respect when made; 
 8.9 Subordinated Debt. Any document, instrument, or
agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or
deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; 

  
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 8.10 Guaranty. (a) Any guaranty of any Obligations terminates or ceases for any
reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 hereof occurs with respect to
any Guarantor, (d) the liquidation, winding up, or termination of existence of any Guarantor; or (e) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such
collateral; or 
 8.11 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded,
suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such
Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) cause, or could
reasonably be expected to cause, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation,
rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction. 

9 BANK’S RIGHTS AND REMEDIES 
 9.1 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following: 

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations
are immediately due and payable without any action by Bank); 
 (b) stop advancing money or extending credit for Borrower’s
benefit under this Agreement or under any other agreement between Borrower and Bank; 
 (c) demand that Borrower (i) deposit
cash with Bank in an amount equal to at least 105% (110% for Letters of Credit denominated in a currency other than Dollars), of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees,
and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings
under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; 

(d) terminate any foreign exchange forward contracts; 
 (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms
and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds; 

  
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 (f) make any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any
part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without
charge, to exercise any of Bank’s rights or remedies; 
 (g) apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower; 
 (h) ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents,
Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any
Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 

(i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or
other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(j) demand and receive possession of Borrower’s Books; and 
 (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the
terms thereof). 
 9.2 Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact,
exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for
any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under
Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge
the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue
the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and 

  
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Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled
with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 
 9.3 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to
pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time
thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default. 
 9.4 Application of Payments and Proceeds. If an Event of Default has occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower
account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or
to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall
have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 

9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of
the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the
Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 
 9.6 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not
waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the
specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s
exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing
waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

  
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 9.7 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable. 

10 NOTICES 
 All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served,
given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by facsimile transmission; (c) in the case of electronic mail, upon the sender’s receipt of an acknowledgment from the intended recipient; (d) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid; or (e) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower
may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 

 

	 If to Borrower: 
	Rubicon Technology, Inc. 

 900 East Green Street, Unit A

 Bensenville, Illinois 60106 
 Attn: William F. Weissman, CFO 
 Fax: (630) 595-3478 

Email: bweissman@rubicon-es2.com 
 Website URL: www.rubicon-es2.com 
  

	 with a copy to: 
	McGuireWoods LLP 

 77 West Wacker Drive, Suite 4100

 Chicago, Illinois 60601 
 Attn: Scott L. Glickson, Esquire 
 Fax: (312) 698-4585 

Email: sglickson@mcguirewoods.com 
  

	 If to Bank: 
	Silicon Valley Bank 

 230 West Monroe Street, Suite 720

 Chicago, Illinois 60606 
 Attn: Mr. Kurt Nichols 
 Fax: (312) 704-1532 

Email: knichols@svb.com 
  

	 with a copy to: 
	Riemer & Braunstein LLP 

 Three Center Plaza

 Boston, Massachusetts 02108 
 Attn: Charles W. Stavros, Esquire 
 Fax: (617) 880-3456 

Email: cstavros@riemerlaw.com 

  
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 11 CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER 

Illinois law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive
jurisdiction of the State and Federal courts in Chicago, Illinois; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction
to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any
such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by
such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail
addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual
receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. 
 TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH
OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 This Section 11 shall survive the termination of this Agreement. 
 12
GENERAL PROVISIONS 
 12.1 Termination Prior to Revolving Line Maturity Date; Survival. All covenants,
representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate
indemnity obligations, any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this
Agreement), this Agreement may be terminated prior to the Revolving Line Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this
Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. 

  
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 12.2 Successors and Assigns. This Agreement binds and is for the benefit of the
successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right,
without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

 12.3 Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees,
agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (i) all obligations, demands, claims, and liabilities (collectively, “Claims”)
claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (ii) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a
result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross
negligence or willful misconduct. 
 This Section 12.3 shall survive until all statutes of limitation with respect to the
Claims, losses, and expenses for which indemnity is given shall have run. 
 12.4 Time of Essence. Time is of the essence
for the performance of all Obligations in this Agreement. 
 12.5 Severability of Provisions. Each provision of this
Agreement is severable from every other provision in determining the enforceability of any provision. 
 12.6 Correction of
Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties. 
 12.7 Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be
enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any
action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific
circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent
the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents
merge into the Loan Documents. 
 12.8 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 

  
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 12.9 Confidentiality. In handling any confidential information, Bank shall exercise
the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively,
“Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use commercially reasonable efforts to obtain any prospective
transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s
examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank
with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain
(other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

 Bank Entities may use confidential information for the development of databases, reporting purposes, and market analysis so
long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly permitted by Borrower. The provisions of the immediately preceding sentence shall survive the termination of this
Agreement. 
 12.10 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank
arising out of or relating to the Loan Documents, the Bank shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

12.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of
like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use
of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. 

12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this
Agreement. 
 12.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have
participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

12.14 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement.
The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract. 

  
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 12.15 Third Parties. Nothing in this Agreement, whether express or implied, is
intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the
obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 

13 DEFINITIONS 
 13.1 Definitions. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, and the words
“includes” and “including” are not limiting, the singular includes the plural. As used in this Agreement, the following capitalized terms have the following meanings: 

“Account” is any “account” as defined in the Code and includes, without limitation, all accounts receivable and
other sums owing to Borrower. 
 “Account Debtor” is any “account debtor” as defined in the Code.

 “Accounting Changes” means changes in accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). 

“Acquired Indebtedness” means Indebtedness of a Person whose assets, stock or other equity interests are acquired by
Borrower or any of its Subsidiaries in a Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a capital lease with respect to Equipment or mortgage financing with respect to real property,
(b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition. 
 “Acquisition” is (a) the purchase or other acquisition by Borrower or any Subsidiary of all or substantially all of the assets of any other Person, or (b) the purchase or other
acquisition (whether by means of merger, consolidation, or otherwise) by Borrower or any Subsidiary of all or substantially all of the stock or other equity interest of any other Person. 

“Adjusted Quick Ratio” is defined in Section 6.9(a). 

“Advance” or “Advances” means a revolving credit loan (or revolving credit loans) under the Revolving
Line. 
 “Affiliate” is, with respect to any Person, each other Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company,
that Person’s managers and members. 

  
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 “Agreement” is defined in the preamble hereof. 

“Applicable Margin” is the rate per annum set forth under the relevant column heading below: 

 

									
	 Streamline Period in Effect
	  	LIBOR Advances	 	 	Prime Rate Advances	 
	 Yes
	  	 	2.25	% 	 	 	0.00	% 
			
	 No
	  	 	2.75	% 	 	 	0.50	% 

 Notwithstanding the foregoing, (a) until the delivery of the first Compliance Certificate required
to be delivered pursuant to Section 6.2(d), the Applicable Margin shall be at the rates in the foregoing table corresponding to a Streamline Period being in effect, (b) if the Borrower fails to timely deliver any of the financial
statements required by Section 6.2 and the related Compliance Certificate required by Section 6.2(d), by the respective date required thereunder after the end of any applicable reporting period of the Borrower, the Applicable Margin shall
be at the rates in the foregoing table corresponding to a Streamline Period not in effect, and (c) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing. 

If, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, the
Bank determines, in its reasonable discretion, that (x) the Streamline Balance as calculated by the Borrower as of any applicable date was inaccurate and (y) a proper calculation of the Streamline Balance would have resulted in different
pricing for any period, then (i) if the proper calculation of the Streamline Balance would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Bank, promptly on demand
by the Bank, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that such period may not exceed one
hundred eighty (180) days prior to such demand by Bank; and (ii) if the proper calculation of the Streamline Balance would have resulted in lower pricing for such period, the Bank shall have no obligation to repay any interest or fees to
the Borrower. 
 “Authorized Signer” is any individual listed in Borrower’s Borrowing Resolution who is
authorized to execute the Loan Documents, including any Notice of Borrowing or other Advance request, on behalf of Borrower. 

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the
Borrowing Base minus (b) the outstanding principal balance of any Advances. 
 “Bank” is defined in
the preamble hereof. 

  
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 “Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and
expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to
Borrower or any Guarantor. 
 “Bank Services” are any products, credit services, and/or financial
accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant
services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements related
thereto (each, a “Bank Services Agreement”). 
 “Borrower” is defined in the preamble hereof.

 “Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax
returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

“Borrowing Base” is (a) eighty percent (80%) of Eligible Accounts plus (b) thirty-five percent
(35%) of the value of Borrower’s Eligible Inventory (valued at the lower of cost or wholesale fair market value), but in any event, in the case of this clause (b), not to at any time exceed the lesser of (i) forty percent
(40%) of gross availability and (ii) Ten Million Dollars ($10,000,000); in each case as determined by Bank from Borrower’s most recent Transaction Report; provided, however, that Bank has the right to decrease the
foregoing amount and/or percentages in its good faith business judgment to mitigate the impact of events, conditions, contingencies, or risks which may adversely affect the Collateral or its value. 

“Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of
directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby,
together with a certificate executed by its secretary or assistant secretary (or equivalent), on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan
Documents to which it is a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution,
delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Notice of Borrowing or other Advance request, on behalf of such
Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such
prior certificate. 

  
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 “Business Day” is any day that is not a Saturday, Sunday or a day on which
Bank is closed. 
 “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the
highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and (d) money market
funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Claims” is defined in Section 12.3. 
 “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of Illinois; provided, that, to the extent that the Code is
used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a
jurisdiction other than the State of Illinois, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment,
perfection, priority, or remedies and for purposes of definitions relating to such provisions. 
 “Collateral”
is any and all properties, rights and assets of Borrower described on Exhibit A. 
 “Collateral
Account” is any Deposit Account, Securities Account, or Commodity Account. 
 “Commodity Account” is
any “commodity account” as defined in the Code. 
 “Compliance Certificate” is that certain
certificate in the form attached hereto as Exhibit E. 
 “Contingent Obligation” is, for any
Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed,
endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from
any interest rate, currency or commodity swap agreement, interest rate cap or 

  
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collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent
Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 

“Continuation Date” means any date on which Borrower continues a LIBOR Advance into another Interest Period. 

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a
Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such
Deposit Account, Securities Account, or Commodity Account. 
 “Conversion Date” means any date on which
Borrower converts a Prime Rate Advance to a LIBOR Advance or a LIBOR Advance to a Prime Rate Advance. 

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in
each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 
 “Credit Extension” is any Advance, any Overadvance, Letter of Credit, foreign exchange forward contract, amount utilized for cash management services, or any other extension of credit by
Bank for Borrower’s benefit. 
 “Currency” is coined money and such other banknotes or other paper money
as are authorized by law and circulate as a medium of exchange. 
 “Current Liabilities” are all obligations
and liabilities of Borrower owed to Bank (including, without limitation, all Bank-issued but undrawn Letters of Credit), plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one
(1) year. 
 “Default Rate” is defined in Section 2.4(b). 

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet
recognized as revenue. 
 “Deposit Account” is any “deposit account” as defined in the Code.

 “Designated Deposit Account” is account number 3300286285, maintained by Borrower with Bank. 

  
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 “Dollars,” “dollars” or use of the sign
“$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

 “Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such
amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for
sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 
 “Domestic
Subsidiary” means any Subsidiary that is not a Foreign Subsidiary. 
 “EBITDA” shall mean (a) Net
Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense. 

“Effective Date” is defined in the preamble hereof. 

“Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all
Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date, upon not less than five (5) Business Days prior-written notice, to adjust any of the criteria set forth below and
to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include: 
 (a) Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent; 
 (b) Accounts that the Account Debtor has not paid within one hundred twenty (120) days of invoice date regardless of invoice payment period terms; 

(c) Accounts with credit balances over one hundred twenty (120) days from invoice date; 

(d) Accounts owing from an Account Debtor if fifty percent (50%) or more of the Accounts owing from such Account Debtor have not been
paid within one hundred twenty (120) days of invoice date; 
 (e) Accounts owing from an Account Debtor which does not have
its principal place of business in the United States or Canada, except for Eligible Foreign Accounts; 
 (f) Accounts billed from
and/or payable to Borrower outside of the United States, unless Bank has a first priority, perfected security interest or other enforceable Lien in such Accounts under all applicable laws, including foreign laws (sometimes called foreign invoiced
accounts); 

  
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 (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or
obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise—sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts); 

(h) Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof
unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended; 
 (i) Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms
if Account Debtor’s payment may be conditional; 
 (j) Accounts owing from an Account Debtor where goods or services have
not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings); 
 (k) Accounts subject to
contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of
Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 

(l) Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s
satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings); 
 (m) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 
 (n) Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement
acceptable to Bank wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in
accordance with invoices from Borrower (sometimes called “bill and hold” accounts); 
 (o) Accounts for which the
Account Debtor has not been invoiced; 
 (p) Accounts that represent non-trade receivables or that are derived by means other
than in the ordinary course of Borrower’s business; 
 (q) Accounts for which Borrower has permitted Account Debtor’s
payment to extend beyond one hundred twenty (120) days; 

  
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 (r) Accounts arising from chargebacks, debit memos or other payment deductions taken by an
Account Debtor; 
 (s) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or
“RMA” accounts); 
 (t) Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the
disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; 
 (u) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue); 

(v) Accounts owing from an Account Debtor, whose total obligations to Borrower exceed forty percent (40%) of all Accounts, for the
amounts that exceed that percentage, unless Bank approves in writing; and 
 (w) Accounts for which Bank in its good faith
business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices. 
 “Eligible Foreign Accounts” are Accounts for which the Account Debtor does not have its principal place of business in the United States or Canada but are otherwise Eligible Accounts that
are (i) Accounts of LG Innoteck, Crystalwise Technology, Hitachi, Iljin Display, Tera Xtal, LAPIS Semiconductor or ROHM, or (ii) otherwise acceptable to Bank, on a case-by-case basis, in its sole discretion. 

“Eligible Inventory” means Inventory that meets all of Borrower’s representations and warranties in
Section 5.3 and is otherwise acceptable to Bank in all respects. 
 “Equipment” is all
“equipment” as defined in the Code and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations. 

“Event of Default” is defined in Section 8. 

“Excluded Property” is, in the case of any Person, (a) voting equity interests of any first tier Foreign Subsidiary
of such Person, solely to the extent that (i) such equity interests represent more than 65% of the outstanding voting equity interests of such first tier Foreign Subsidiary, and (ii) pledging or hypothecating more than 65% of the total
outstanding voting equity interests of such first tier Foreign Subsidiary would result in adverse tax consequences or the costs to such Person of providing such pledge are unreasonably excessive (as determined by Bank in consultation with such
Person) in relation to the benefits to Bank of the security afforded thereby (which pledge, if reasonably requested by Bank, shall be governed by the laws of the jurisdiction 

  
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of such first tier Foreign Subsidiary); (b) any lease, license, contract, or agreement (or any of such Person’s rights or interests thereunder) if and to the extent that the grant of
the security interest shall, after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) or any other applicable law, constitute or result in (i) the abandonment, invalidation or
unenforceability of any right, title or interest of such Person therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; (c) any lease, license,
contract, or agreement (or any of such Person’s rights or interests thereunder) if and to the extent that any applicable law or regulation prohibits the creation of a security interest thereon (other than to the extent that any such term would
be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); (d) any Deposit Accounts
specifically and exclusively used for (i) payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of such Person’s employees and accrued and unpaid employee compensation (including salaries, wages,
benefits and expense reimbursements) and (ii) all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit
thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), or other taxes for which such Person may become liable; and (e) any Intellectual Property. 

“Foreign Currency” means lawful money of a country other than the United States. 

“Foreign Subsidiary” means any Subsidiary that is organized outside the United States. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a
Business Day. 
 “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination. 
 “General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof, and includes without limitation, all Intellectual Property, claims,
income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise),
insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind. 
 “Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to,
or other act by or in respect of, any Governmental Authority. 

  
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 “Governmental Authority” is any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization. 
 “Guarantor” is any Person providing a Guaranty
in favor of Bank, including, without limitation, Rubicon Worldwide. 
 “Guarantor Security Agreement” is
any agreement pursuant to which any Guarantor grants to Bank a lien over such guarantor’s property, or any portion thereof, securing the repayment in full of the Obligations, including, without limitation, that certain Guarantor Security
Agreement, dated as of the date hereof, executed by Rubicon Worldwide in favor of Bank. 
 “Guaranty” is
any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented. 
 “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of
credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations. 
 “Indemnified Person” is defined in Section 12.3. 

“Initial Audit” is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with
results satisfactory to Bank in its sole and absolute discretion. 
 “Insolvency Proceeding” is any proceeding
by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other relief. 
 “Intellectual Property” means, with respect to any Person,
means all of such Person’s right, title, and interest in and to the following: 
 (a) its Copyrights, Trademarks and
Patents; 
 (b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented
inventions, know-how, and operating manuals; 
 (c) any and all source code; 

(d) any and all design rights which may be available to such Person; 

  
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 (e) any and all claims for damages by way of past, present and future infringement of any of
the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Interest Expense” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance
with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its Subsidiaries, if any, including, without limitation or duplication, all
commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest
portion of any deferred payment obligation (including leases of all types). 
 “Interest Payment Date” means,
(i) with respect to any LIBOR Advance having an Interest Period of three (3) months or less, the last Business Day of each Interest Period applicable to such LIBOR Advance, (ii) with respect to any LIBOR Advance having an Interest
Period longer than three (3) months, each day that is three (3) months and, with respect to Prime Rate Advances, the first day of each month (or, if such date is not a Business Day, the Business Day next succeeding such date) after the
first day of such Interest Period and the last Business Day of such Interest Period), and (iii) each date a Prime Rate Advance is converted into a LIBOR Advance to the extent of the amount converted to a LIBOR Advance. 

“Interest Period” means, as to any LIBOR Advance, the period commencing on the date of such LIBOR Advance, or on the
conversion/continuation date on which the LIBOR Advance is converted into or continued as a LIBOR Advance, and ending on the date that is one (1), two (2), three (3), or six (6) months thereafter, in each case as Borrower may elect in the
applicable Notice of Borrowing or Notice of Conversion/Continuation; provided, however, that (a) no Interest Period with respect to any LIBOR Advance shall end later than the Revolving Line Maturity Date, (b) the last
day of an Interest Period shall be determined in accordance with the practices of the LIBOR interbank market as from time to time in effect, (c) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest
Period shall be extended to the following Business Day unless, in the case of a LIBOR Advance, the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the
preceding Business Day, (d) any Interest Period pertaining to a LIBOR Advance that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, and (e) interest shall accrue from and include the first Business Day of an Interest Period but exclude the last Business Day of such
Interest Period. 
 “Interest Rate Determination Date” means each date for calculating the LIBOR for purposes
of determining the interest rate in respect of an Interest Period. The Interest Rate Determination Date shall be the second Business Day prior to the first day of the related Interest Period for a LIBOR Advance. 

  
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 “Inventory” is all “inventory” as defined in the Code in effect
on the date hereof, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of
Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 
 “Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

 “Key Person” is any of Borrower’s Chief Executive Officer and Chief Financial Officer, who are, as of
the Effective Date, Raja M. Parvez and William F. Weissman, respectively. 
 “Letter of Credit” is a standby or
commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement. 
 “LIBOR” means, for any Interest Rate Determination Date with respect to an Interest Period for any Advance to be made, continued as or converted into a LIBOR Advance, the rate of interest
per annum determined by Bank to be the per annum rate of interest at which deposits in Dollars are offered in the London interbank market (rounded upward, if necessary, to the nearest 0.0001%) in which Bank customarily participates at
11:00 a.m. (local time in such interbank market) two (2) Business Days prior to the first day of such Interest Period for a period approximately equal to such Interest Period and in an amount approximately equal to the amount of such
Advance. 
 “LIBOR Advance” means an Advance that bears interest based at the LIBOR Rate. 

“LIBOR Rate” means, for each Interest Period in respect of LIBOR Advances comprising part of the same Advances, an
interest rate per annum (rounded upward, if necessary, to the nearest 0.0001%) equal to LIBOR for such Interest Period divided by one (1) minus the Reserve Requirement for such Interest Period. 

“LIBOR Tranche” is the collective reference to LIBOR Advances, the then current Interest Periods with respect to all of
which begin on the same date and end on the same later date (whether or not such Advances shall originally have been made on the same day). 
 “Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or
otherwise against any property. 
 “Liquidity” is, at any time, the sum of the aggregate amount of
unrestricted cash held at such time by Borrower in Deposit Accounts or Securities Accounts that are maintained with Bank or its Affiliates, or that are subject to Control Agreements in favor of Bank. 

  
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 “Loan Documents” are, collectively, this Agreement and any schedules,
exhibits, certificates, notices, and any other documents related to this Agreement, any Bank Services Agreement, any Guaranty, any Guarantor Security Agreement, any Stock Pledge Agreement, any subordination agreement, any note, or notes or
guaranties executed by Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement or Bank Services, all as amended, restated, or otherwise
modified. 
 “Loan Party” means each Person that is from time to time party to this Agreement or any Guarantor
Security Agreement. 
 “Material Adverse Change” is (a) a material impairment in the perfection or
priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect
of repayment of any portion of the Obligations. 
 “Net Income” means, as calculated on a consolidated basis
for Borrower and its Subsidiaries, if any, for any period as at any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period. 

“Notice of Borrowing” means a notice given by Borrower to Bank in accordance with Section 3.5(a), substantially in
the form of Exhibit B, with appropriate insertions. 
 “Notice of Conversion/Continuation” means a
notice given by Borrower to Bank in accordance with Section 3.5, substantially in the form of Exhibit C, with appropriate insertions. 
 “Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, and other amounts Borrower owes Bank now or later, whether under this
Agreement, the other Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign
exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents. 

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of
State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form,
(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto. 
 “Overadvance” is defined in Section 2.3. 

  
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 “Parent” is defined in Section 3.7(b). 

“Patents” means all patents, patent applications and like protections including without limitation improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Perfection
Certificate” is defined in Section 5.1. 
 “Permitted Acquisition” is any Acquisition by the
Borrower or any Subsidiary of Borrower, disclosed to Bank, provided that each of the following shall be applicable to any such Acquisition: 
 (a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition; 

(b) the Person or assets acquired in such Acquisition are in the same, a similar or a complimentary line of business as Borrower is in as
of the date of such Acquisition or reasonably related thereto; 
 (c) the target of such Acquisition, if such acquisition is a
stock acquisition, shall be an entity organized under the laws of any State in the United States and shall have a principal place in the United States or, if otherwise, the target shall be organized under the laws of and have a principal place of
business in any jurisdiction in which Bank determines, in its reasonable judgment, that Bank can obtain a first-priority perfected security interest over the assets and/or stock of such target in such jurisdiction; 

(d) Borrower shall have provided Bank evidence and reasonably detailed calculations satisfactory to Bank in its good faith business
judgment, after consultation with Borrower, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a
continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be satisfactory to Bank, in its good faith business judgment, created by adding the
historical combined financial statements of Borrower (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition) to the historical consolidated financial statements of the Person
to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition), Borrower (i) would be in compliance with all covenants contained in this Agreement, including, without
limitation, the Adjusted Quick Ratio financial covenant contained in Section 6.9(a) as of the proposed date of consummation of such proposed Acquisition, and (ii) is projected to be in compliance with all covenants contained in this
Agreement, including, without limitation, the Adjusted Quick Ratio financial covenant contained in Section 6.9(a) for the 12 month period ended one year after the proposed date of consummation of such proposed Acquisition; 

(e) Borrower shall have provided Bank evidence and reasonably detailed calculations satisfactory to Bank that the business being acquired
or the Person whose equity interests are being acquired has EBITDA during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition of at least $1.00; 

  
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 (f) if the Acquisition includes a merger of Borrower or any Subsidiary (each, a
“Loan Party”), such Loan Party shall remain a surviving entity after giving effect to such Acquisition; if, as a result of such Acquisition, a new Subsidiary of any Loan Party is formed or acquired, Borrower shall cause such Loan
Party to comply with Section 6.12, as required by Bank; 
 (g) Borrower shall provide Bank with written notice of the
proposed Acquisition at least thirty (30) days prior to the anticipated closing date of the proposed Acquisition; and not less than five (5) Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the
acquisition agreement and all other material documents relative to the proposed Acquisition (or if such acquisition agreement and other material documents are not in final form, drafts of such acquisition agreement and other material documents;
provided that Borrower shall deliver final forms of such acquisition agreement and other material documents promptly upon completion); 
 (h) Borrower shall have provided Bank evidence and reasonably detailed calculations satisfactory to Bank that, immediately after giving effect to such Acquisition, Borrower has Liquidity of not less than
Twenty Million Dollars ($20,000,000); 
 (i) the entity or assets acquired in such Acquisition shall not be subject to any Lien
other than (x) the first-priority Liens granted in favor of Bank and (y) Permitted Liens; and 
 (j) the Acquisition
shall not be the result of an Unfriendly Acquisition. 
 “Permitted Dispositions” means: 

(a) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan
Documents; 
 (b) any involuntary loss, damage or destruction of property; 

(c) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or
requisition of use of property; and 
 (d) the lapse of registered patents, trademarks, copyrights and other Intellectual
Property of any Borrower or any of its Subsidiaries to the extent not economically desirable in the conduct of its business so long as such lapse is not materially adverse to the interests of Bank. 

“Permitted Indebtedness” is: 
 (a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents; 
 (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 
 (c) Subordinated Debt, if any; 

  
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 (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

 (e) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

 (f) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted
Liens” hereunder; 
 (g) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of
business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in
connection with dispositions of assets permitted under this Agreement; and (iii) unsecured guarantees with respect to Indebtedness of Borrower or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could
have incurred such underlying Indebtedness; 
 (h) Indebtedness incurred in the ordinary course of business under performance,
surety, statutory, or appeal bonds; 
 (i) Permitted Intercompany Indebtedness; and 

(j) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through
(i) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be. 

“Permitted Intercompany Indebtedness” means unsecured Indebtedness (i) of any Loan Party owed to any other Loan
Party; (ii) of Borrower owed to any other Subsidiary that is not a Loan Party; and (iii) of any Subsidiary that is not a Loan Party owed to Borrower; provided that during any monthly period in which a Streamline Period is not
in effect, such Permitted Intercompany Indebtedness described in this clause (iii) shall not exceed, together with Investments described in clause (iii) of the definition of “Permitted Intercompany Investments, Two Hundred Fifty
Thousand Dollars ($250,000) in any calendar month. 
 “Permitted Intercompany Investments” means Investment
(i) of any Loan Party in any other Loan Party; (ii) of any Subsidiary that is not a Loan Party in any other Loan Party; and (iii) of Borrower in any Subsidiary that is not a Loan Party; provided that during any monthly period
during which a Streamline Period is not in effect, such Permitted Intercompany Investments described in this clause (iii) shall not exceed, together with Indebtedness described in clause (iii) of the definition of Permitted Intercompany
Indebtedness, Two Hundred Fifty Thousand Dollars ($250,000) in any calendar month. 
 “Permitted Investments”
are: 

  
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 (a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date
and shown on the Perfection Certificate; 
 (b) (i) Investments consisting of Cash Equivalents; 

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of Borrower; 
 (d) Investments consisting of deposit accounts and securities accounts in which Bank has a perfected
security interest; 
 (e) Investments accepted in connection with Transfers permitted by Section 7.1; 

(f) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary
course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s board of
directors; 
 (g) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of
customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and 
 (h) Permitted Intercompany Investments; and 
 (i) Investments consisting of notes
receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in
any Subsidiary. 
 “Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan
Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable
or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations adopted thereunder; 
 (c) purchase money Liens (i) on Equipment acquired or held by Borrower
incurred for financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the
property and improvements and the proceeds of the Equipment; 

  
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 (d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in
nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) and which are not more than thirty
(30) days delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like
obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 
 (f) Liens incurred in respect of
Refinancing Indebtedness, secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not
increase; 
 (g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if
referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein; 

(h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of
Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the
United States; 
 (i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event
of Default under Sections 8.4 and 8.7; 
 (j) rights of setoff or Liens in favor of other financial institutions arising in
connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts; 

(k) Liens on amounts deposited to secure Borrower’s and its Subsidiaries obligations in connection with the making or entering into
of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money; 

  
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 (l) Liens on amounts deposited to secure Borrower’s and its Subsidiaries reimbursement
obligations with respect to surety or appeal bonds obtained in the ordinary course of business; 
 (m) with respect to any real
property easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof; 
 (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 

(o) Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or
purchase agreement with respect to a Permitted Acquisition; 
 (p) Liens assumed by Borrower or its Subsidiaries in connection
with a Permitted Acquisition that secure Acquired Indebtedness; and 
 (q) other temporary, non-possessory Liens not described in
clauses (a) through (p) above, securing Indebtedness or obligations not to exceed Fifty Thousand Dollars ($50,000), individually or in the aggregate, at any time. 
 “Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution,
public benefit corporation, firm, joint stock company, estate, entity or government agency. 
 “Prime Rate” is
the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest,
as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as reasonably determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its
prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors). 

“Prime Rate Advance” means an Advance that bears interest based at the Prime Rate. 

“Quick Assets” is, on any date, Borrower’s unrestricted cash at Bank or at financial institutions other than Bank
and subject to a Control Agreement in favor of Bank plus net billed accounts receivable of Borrower determined according to GAAP. 
 “Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as: 
 (a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid
thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto; 

  
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 (b) such refinancings, renewals, or extensions do not result in a shortening of the average
weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially
adverse to the interests of Bank; 
 (c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right
of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to Bank as those that were applicable to the refinanced, renewed,
or extended Indebtedness; and 
 (d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that
is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended. 
 “Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made. 

“Regulatory Change” means, with respect to Bank, any change on or after the date of this Agreement in United
States federal, state, or foreign laws or regulations, including Regulation D, or the adoption or making on or after such date of any interpretations, directives, or requests applying to a class of lenders including Bank, of or under any United
States federal or state, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof. 

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law
(statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its
property is subject. 
 “Reserve Requirement” means, for any Interest Period, the average maximum rate at which
reserves (including any marginal, supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D against “Eurocurrency liabilities” (as such term is used in Regulation D) by member banks
of the Federal Reserve System. Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by Bank by reason of any Regulatory Change against (a) any category of liabilities
which includes deposits by reference to which the LIBOR Rate is to be determined as provided in the definition of LIBOR or (b) any category of extensions of credit or other assets which include Advances. 

“Reserves” means, as of any date of determination, such amounts as Bank may from time to time establish and revise in
its good faith business judgment, reducing the amount of Advances and other financial accommodations which would otherwise be available to Borrower 

  
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(a) to reflect events, conditions, contingencies or risks which, as determined by Bank in its good faith business judgment, do or may adversely affect (i) the Collateral or any other
property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Accounts), (ii) the assets, business or prospects of Borrower or any Guarantor, or (iii) the security interests and
other rights of Bank in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Bank’s reasonable belief that any collateral report or financial information furnished by or on behalf of Borrower or
any Guarantor to Bank is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any state of facts which Bank determines constitutes an Event of Default or may, with notice or passage of time or
both, constitute an Event of Default. The amount of any Reserve established by Bank shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the basis for such Reserve and shall not be duplicative of any
other Reserve established and currently maintained. 
 “Responsible Officer” is any of the Chief Executive
Officer, President, Chief Financial Officer and Controller of Borrower. 
 “Restricted License” is any material
license or other similar agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other
property, or (b) for which a default under or termination of is reasonably likely to adversely affect the Bank’s right to sell any material portion of the Collateral in any material respect. 

“Revolving Line” is an aggregate principal amount not to exceed Twenty Five Million Dollars ($25,000,000)
outstanding at any time. 
 “Revolving Line Maturity Date” is January 2, 2016. 

“Rubicon Malaysia” is Rubicon Sapphire Technology (Malaysia) SDN. BHD., a Malaysian limited liability company and wholly
owned Subsidiary of Borrower. 
 “Rubicon Worldwide” is Rubicon Worldwide LLC, an Illinois limited liability
company and wholly owned Subsidiary of Borrower. 
 “SEC” shall mean the Securities and Exchange Commission,
any successor thereto, and any analogous Governmental Authority. 
 “Securities Account” is any
“securities account” as defined in the Code with such additions to such term as may hereafter be made. 

“Stock Pledge Agreement” is that certain Stock Pledge Agreement, executed by Borrower in favor of Bank, dated as of the
date hereof, together with any other agreement pursuant to which any Person pledges its equity ownership in any other Person to Bank as Collateral to secure the repayment of the Obligations. 

  
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 “Streamline Period” is, on and after the Effective Date, provided no Event
of Default has occurred and is continuing, the period (a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that Borrower has, for each consecutive day in the immediately preceding thirty
(30) day period, maintained Liquidity, as determined by Bank in its reasonable discretion, in an amount at all times greater than or equal to Twenty Million Dollars ($20,000,000) (the “Streamline Balance”); and
(b) terminating on the earlier to occur of (i) the occurrence of an Event of Default, and (ii) the first day thereafter in which Borrower fails to maintain the Streamline Balance, as determined by Bank in its reasonable discretion;
provided, that commencing on the Effective Date until the earlier of (x) delivery to bank of the written report set forth in the foregoing clause (a) and (y) delivery of the first compliance certificate required to be
delivered pursuant to section 6.2(d), so long as no Event of Default has occurred and is continuing, a Streamline Period shall be deemed to be in effect. Upon the termination of a Streamline Period, Borrower must maintain the Streamline Balance
each consecutive day for thirty (30) consecutive days, as determined by Bank in its reasonable discretion, prior to entering into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election to
enter into any such Streamline Period. 
 “Subordinated Debt” is indebtedness incurred by Borrower subordinated
to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable
to Bank. 
 “Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the
context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower or Guarantor. 
 “Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness. 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 
 “Transaction Report” is that certain report of transactions and schedule of collections in the form provided by Bank to Borrower. 

“Transfer” is defined in Section 7.1. 
 “Unfriendly Acquisition” is any Acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other
legally recognized governing body) of the Person to be acquired. 

  
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 “Unused Revolving Line Facility Fee” is defined in Section 2.5(b).

 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Effective Date. 
 BORROWER: 

RUBICON TECHNOLOGY, INC. 
  

			
	 By
	 	 /s/ William
Weissman



			
	 Name:  
	 	 William Weissman

	 Title:
	 	 CFO


 BANK: 

SILICON VALLEY BANK 

			
		
	By	 	/s/ Kurt Nichols


			
	Name:  	 	Kurt Nichols
	Title:	 	RM II


  
 1 








 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 anything contained in this Exhibit A or otherwise in this Agreement to the contrary, the term “Collateral”
shall not include any Excluded Property; provided, that, notwithstanding the foregoing, the term “Collateral” shall include (x) any property immediately upon such property ceasing to be Excluded Property and (y) any
and all proceeds, products, substitutions and replacements of Excluded Property to the extent such proceeds, products, substitutions and replacements do not themselves constitute Excluded Property. 

  
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