**Exhibit 10.19**

 

**SECOND AMENDMENTTOSECOND AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT**

 

**THIS SECOND AMENDMENT**toSecond Amended and Restated Loan and Security Agreement (this “Amendment”) isentered into this 27th day of June, 2008, by and between Silicon Valley Bank (“Bank”)and **QUICKLOGIC CORPORATION,**aDelaware corporation (“Borrower”) whose address is 1277 Orleans Drive,Sunnyvale, California 94089-1138

 

**RECITALS**

 

**A.**            Borrower and Bank have previouslyentered into that certain Second Amended and Restated Loan and SecurityAgreement dated as of June 30, 2006 (as amended by that First Amendment tothe Second Amended and Restated Loan and Security Agreement dated June 27,2007, and as the same may from time to time be further amended, modified,supplemented or restated, collectively, the “Loan Agreement”).

 

**B.**            Bank has extended credit to Borrowerfor the purposes permitted in the Loan Agreement.

 

**C.**            Borrower has requested that Bankamend the Loan Agreement to (i) extend the Revolving Line Maturity Date, and(ii) make certain other revisions to the Loan Agreement as more fully setforth herein.

 

**D.**            Bank has agreed to so amend certainprovisions of the Loan Agreement, but only to the extent, in accordance withthe terms, subject to the conditions and in reliance upon the representationsand warranties set forth below.

 

**AGREEMENT**

 

**NOW,****THEREFORE,** in consideration of the foregoingrecitals and other good and valuable consideration, the receipt and adequacy ofwhich is hereby acknowledged, and intending to be legally bound, the partieshereto agree as follows:

 

**1.             Definitions.**Capitalized terms used but not defined in thisAmendment shall have the meanings given to them in the Loan Agreement.

 

**2.             Amendmentsto Loan Agreement.**

 

**2.1       Section 6.8(Financial Covenants).**Section 6.8(i) isamended in its entirety and replaced with the following:

 

**(i)            TangibleNet Worth.**A Tangible Net Worth of at least $28,000,000;providedhowever, commencing as of June 27, 2008, Bank shallnot measure and Borrower shall not be required to comply with this Section 6.8(i)

 

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until such time as the earlier of (a) Bank and Borrower agreeingto and executing a further amendment to the Loan Agreement setting forth a newminimum Tangible Net Worth covenant amount, and (b) July 31, 2008.

 

**2.2         Section 13(Definitions).**The following terms and theirrespective definitions set forth in Section 13.1 are amended in theirentirety and replaced with the following:

 

**“Second Equipment Availability End Date”**isthe period of time from the Second Equipment Line Closing Date through July 31,2008.

 

**“Revolving Maturity Date”**isJuly 31, 2008.

 

**3.           Limitationof Amendments.**

 

**3.1        **Theamendments set forth in **Section 2,**above,are effective for the purposes set forth herein and shall be limited preciselyas written and shall not be deemed to (a) be a consent to any amendment,waiver or modification of any other term or condition of any Loan Document, or (b)** **otherwiseprejudice any right or remedy which Bank may now have or may have in the futureunder or in connection with any Loan Document.

 

**3.2        **ThisAmendment shall be construed in connection with and as part of the LoanDocuments and all terms, conditions, representations, warranties, covenants andagreements set forth in the Loan Documents, except as herein amended, arehereby ratified and confirmed and shall remain in full force and effect.

 

**4.           Representationsand Warranties.    **Toinduce Bank to enter into this Amendment, Borrower hereby represents andwarrants to Bank as follows:

 

**4.1        **Immediatelyafter giving effect to this Amendment (a) the representations andwarranties contained in the Loan Documents are true, accurate and complete inall material respects as of the date hereof (except to the extent such representationsand warranties relate to an earlier date, in which case they are true andcorrect as of such date), and (b) no Event of Default has occurred and iscontinuing;

 

**4.2        **Borrowerhas the power and authority to execute and deliver this Amendment and toperform its obligations under the Loan Agreement, as amended by this Amendment;

 

**4.3**         The organizational documents ofBorrower delivered to Bank on the Closing Date remain true, accurate andcomplete and have not been amended, supplemented or restated and are andcontinue to be in full force and effect;

 

**4.4**         The execution and delivery by Borrowerof this Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended by this Amendment, have been duly authorized;

 

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**4.5        **Theexecution and delivery by Borrower of this Amendment and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment, do not and will not contravene (a) any law or regulationbinding on or affecting Borrower, (b) any contractual restriction with aPerson binding on Borrower, (c) any order, judgment or decree of any courtor other governmental or public body or authority, or subdivision thereof,binding on Borrower, or (d) the organizational documents of Borrower;

 

**4.6        **Theexecution and delivery by Borrower of this Amendment and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment, do not require any order, consent, approval, license, authorizationor validation of, or filing, recording or registration with, or exemption byany governmental or public body or authority, or subdivision thereof, bindingon either Borrower, except as already has been obtained or made; and 

 

**4.7        **ThisAmendment has been duly executed and delivered by Borrower and is the bindingobligation of Borrower, enforceable against Borrower in accordance with itsterms, except as such enforceability may be limited by bankruptcy, insolvency,reorganization, liquidation, moratorium or other similar laws of generalapplication and equitable principles relating to or affecting creditors’rights.

 

**5.           Counterparts.**This Amendment may be executed in any number of counterpartsand all of such counterparts taken together shall be deemed to constitute oneand the same instrument.

 

**6.           Effectiveness.**This Amendment shall be deemed effective on June 27,2008.

 

[Signature page follows.]

 

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**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executed and deliveredas of the date first written above.

 
| **BANK** | **BORROWER** |   |
|----------|--------------|--------|

 
| Silicon Valley Bank | QuickLogic Corporation |   |
|---------------------|------------------------|--------|
|                |                   |   |
|                |                   |   |
| By:                 | /s/ Rick Freeman       |   | By: | /s/ Carl M. Mills |   |
| Name:               | Rick Freeman           |   | Name: | Carl M. Mills |   |
| Title:              | Relationship Manager   |   | Title: | VP Finance & CFO |   |
|                     |                        |        |  |  |  |  |  |  |  |  |

 

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