**Exhibit 10.15**

**FIRSTAMENDMENT**

**TO**

**SECONDAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**

**THIS FIRST AMENDMENT**to Second Restated Loan and Security Agreement (this “Amendment”) is enteredinto this 27 day of June, 2007, by and between Silicon Valley Bank (“Bank”) and**QUICKLOGIC CORPORATION**, a Delawarecorporation (“Borrower”) whose address is 1277 Orleans Drive, Sunnyvale,California 94089-1138

**RECITALS**

**A.****           **Borrowerand Bank have previously entered into that certain Second Amended and RestatedLoan and Security Agreement dated as of June 30, 2006 (as the same may fromtime to time be further amended, modified, supplemented or restated,collectively, the “Loan Agreement”).

**B.****           **Bankhas extended credit to Borrower for the purposes permitted in the LoanAgreement.

**C.****           **Borrowerhas requested that Bank amend the Loan Agreement to (i) add a secondequipment loan facility and (ii) make certain other revisions to the LoanAgreement as more fully set forth herein.

**D.****           **Bankhas agreed to so amend certain provisions of the Loan Agreement, but only tothe extent, in accordance with the terms, subject to the conditions and inreliance upon the representations and 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 inthis Amendment shall have the meanings given to them in the Loan Agreement.

**2.****             Amendmentsto Loan Agreement.**

**2.1****          Section 2.1.8**(**Second****Equipment****Advances**).  The following new Section 2.1.8 captioned “SecondEquipment Advances” is hereby added to the Loan Agreement immediately afterSection 2.1.7.:

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**2.1.8****       SecondEquipment Advances**

(i)            Availability.  Subject to the terms and conditions of thisAgreement, by the Second Equipment Availability End Date, Bank shall makeadvances (each, a “**Second****Equipment Advance**” and, collectively, “**SecondEquipment Advances**”) not exceeding the Second Equipment Line.  Second Equipment Advances may only be used tofinance Eligible Equipment purchased within ninety (90) days (determined basedupon the applicable invoice date of such Eligible Equipment) before the date ofeach Equipment Advance, and no Second Equipment Advance may exceed 100% of thetotal invoice for Eligible Equipment, excluding taxes, shipping, warrantycharges, freight discounts and installation expenses relating to such EligibleEquipment.  Unless otherwise agreed to byBank, not more than 75% of any Second Equipment Advance may be used to financeEligible Equipment comprised of software licenses, mask sets, foreign domiciledequipment, leasehold improvements, sales tax, shipping, warranty charges, freight,and installation expenses (“Soft Costs”). Each Second Equipment Advance must be for a minimum of $50,000 and onlyone Second Equipment Advance per month shall be available.

(ii)           BorrowingProcedure.  Subject to the priorsatisfaction of all other applicable conditions to the making of a SecondEquipment Advance set forth in this Agreement, to obtain a Second EquipmentAdvance, Borrower must notify Bank (which notice shall be irrevocable) byelectronic mail or facsimile no later than 12:00 p.m. Pacific time one (1)Business Day before the proposed funding date. The notice shall be in the form of Exhibit B, must be signed by aResponsible Officer or designee, and shall include a copy of the invoice forthe Equipment being financed.

(iii)          Repayment.  Each Second Equipment Advance shallimmediately amortize and be payable in 36 equal payments of principal andinterest beginning on the first day of the month following such SecondEquipment Advance and continuing on the same day of each month thereafter.  On the applicable Second Equipment LineMaturity Date all outstanding principal, and all accrued unpaid interest shallbe due and payable.

(iv)          Prepayment.  Borrower may prepay any or all amounts owingunder any Second Equipment Advance without penalty or premium; providedhowever, that notwithstanding the foregoing, all prepayments for any Fixed RateAdvances after June 28, 2007 are subject to a prepayment fee of 1% of theaggregate amount of principal outstanding on any such Second Equipment Advance.

(v)           PrepaymentUpon an Event of Loss.  Borrowershall bear the risk of any loss, theft, destruction, or damage of or to theFinanced Equipment.  If, during the termof this Agreement, any item of Financed Equipment becomes obsolete or is lost,stolen, destroyed, damaged beyond repair, 

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rendered permanently unfit for use, or seized by agovernmental authority for any reason for a period equal to at least theremainder of the term of this Agreement (an “Event of Loss”), then, if no Eventof Default has occurred or is continuing, within ten (10) days following suchEvent of Loss, at Borrower’s option, Borrower shall (i) pay to Bank on accountof the Obligations all accrued interest to the date of the prepayment, plus alloutstanding principal owing with respect to the Financed Equipment subject tothe Event of Loss; or (ii) repair or replace any Financed Equipment subject toan Event of Loss provided the repaired or replaced Financed Equipment is ofequal or like value to the Financed Equipment subject to an Event of Loss andprovided further that Bank has a first priority perfected security interest insuch repaired or replaced Financed Equipment.

**2.2****          Section 2.3 **(**Interest Rate; Payments**). Section 2.3(a)(ii) is amended in its entirety and replaced with thefollowing:

(ii)           Equipment Advances andSecond Equipment Advances shall accrue interest on the outstanding principalbalance at (y) a per annum rate of 100 basis points (1.00%) above the PrimeRate or (z) a fixed rate equal to 400 basis points (4%) above the TreasuryRate.  After an Event of Default,Obligations accrue interest at 5% above the rate effective immediately beforethe Event of Default. The interest rate increases or decreases when the PrimeRate changes.  Interest is computed on a360 day year for the actual number of days elapsed.

**2.3****          Section 2.3**(**Interest Rate; Payments**).  Section 2.3(b) is amended in its entirety andreplaced with the following:

(b)           Payments.  Interest due on the Committed Non-FormulaRevolving Line is payable on the first day of each month.  Interest due on the Equipment Advances andSecond Equipment Advances is payable on the first day of each month.  Bank may debit any of Borrower’s depositaccounts for principal and interest payments owing under this Agreement or anyamounts Borrower owes Bank.  These debitsare not a set-off.  Payments receivedafter 12:00 noon Pacific time are considered received at the opening ofbusiness on the next Business Day.  Whena payment is due on a day that is not a Business Day, the payment is due the nextBusiness Day and additional fees or interest accrue, however solely making suchpayment on the next Business Day shall not result in an Event of Default.

**2.4****          Section 2.4 **(**Second****Equipment Line Fee**).  The following term is hereby added to Section2.4:

**(d)****           SecondEquipment Line Fee**.  On or beforethe Second Equipment Line Closing Date, an equipment line fee (the “SecondEquipment Line Fee”) equal to $6,250 due, payable and fully earned on theSecond Equipment Line Closing Date; provided that the Second Equipment Line Fee

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shall be waived if 50% of the Committed Equipment Lineis drawn on the Second Equipment Line Closing Date.

**2.5****          Section 6.8**(**Financial Covenants**). Section 6.8(i) is amended in its entirety and replaced with thefollowing:

**(i)****            Tangible Net Worth.**  A Tangible Net Worth of at least $28,000,000.

**2.6****          Section 9.1(a)**(**Rights and Remedies**).  Section 9.1(a) is amended in its entirety andreplaced with the following:

**9.1(a)****     **Declareall Obligations, including Obligations resulting from any Equipment Advance orSecond Equipment Advance, immediately due and payable (but if an event ofDefault described in Section 8.5 occurs, all Obligations, including Obligationsresulting from any Equipment Advance or Second Equipment Advance, areimmediately due and payable without any action by Bank).

**2.7****          Section 13 (Definitions)**.  The following terms and their respectivedefinitions set forth in Section 13.1 are amended in their entirety andreplaced with the following:

“**Credit Extension**” is each Non-Formula Advance, EquipmentAdvance, Second Equipment Advance, Letter of Credit, Exchange Contract, or anyother extension of credit by Bank for Borrower’s benefit.

“**Financed Equipment**” is all present andfuture Eligible Equipment in which Borrower has any interest, the purchase ofwhich is financed by an Equipment Advance or a Second Equipment Advance.

“**Fixed Rate Advance**” is any Equipment Advance or SecondEquipment Advance subject to interest under the fixed Treasury Rate.

**2.8****          Section 13 (Definitions)**.  The following defined terms are hereby addedto Section 13.1 in the appropriate alphabetical order:

**“Second Equipment Availability End Date”**is the period of time from the Second Equipment Line Closing Date through June28, 2008.

“**Second****EquipmentAdvance**”****is defined inSection 2.1.8.

“**Second****EquipmentLine Closing Date**” is date first written above in this Amendment.

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“**Second****EquipmentLine**”****is a Second Equipment Advance orSecond Equipment Advances in an aggregate amount of up to $2,500,000outstanding at any time.

“**Second****EquipmentLine Maturity Date**” is, for each Second Equipment Advance, theearlier of:  (i) a date 36 months aftersuch Second Equipment Advance, or (ii) July 1, 2011.

**2.9****          Exhibit C (ComplianceCertificate)**.  The ComplianceCertificate following attached as Exhibit C to the Loan Agreement is herebyamended in its entirety and replaced with the form of Exhibit C attached tothis Amendment.

**3.****             Limitationof Amendments**.

**3.1****         **The amendments setforth 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) otherwise prejudice any right or remedy which Bank may now have or mayhave in the future under or in connection with any Loan Document.

**3.2****         **This Amendment shallbe construed in connection with and as part of the Loan Documents and allterms, conditions, representations, warranties, covenants and agreements setforth in the Loan Documents, except as herein amended, are hereby ratified andconfirmed and shall remain in full force and effect.

**4.****             Representations andWarranties**.  To induce Bank to enterinto this Amendment, Borrower hereby represents and warrants to Bank asfollows:

**4.1****         **Immediately aftergiving effect to this Amendment (a) the representations and warrantiescontained in the Loan Documents are true, accurate and complete in all materialrespects as of the date hereof (except to the extent such representations andwarranties relate to an earlier date, in which case they are true and correctas of such date), and (b) no Event of Default has occurred and iscontinuing;

**4.2****         **Borrower has thepower and authority to execute and deliver this Amendment and to perform itsobligations under the Loan Agreement, as amended by this Amendment;

**4.3****         **The organizationaldocuments of Borrower delivered to Bank on the Closing Date remain true,accurate and complete and have not been amended, supplemented or restated andare and continue to be in full force and effect;

**4.4****         **The execution anddelivery by Borrower of this Amendment and the performance by Borrower of itsobligations under the Loan Agreement, as amended by this Amendment, have beenduly authorized;

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**4.5****         **The execution anddelivery by Borrower of this Amendment and the performance by Borrower of itsobligations under the Loan Agreement, as amended by this Amendment, do not andwill not contravene (a) any law or regulation binding on or affectingBorrower, (b) any contractual restriction with a Person binding onBorrower, (c) any order, judgment or decree of any court or othergovernmental or public body or authority, or subdivision thereof, binding onBorrower, or (d) the organizational documents of Borrower;

**4.6****         **The execution anddelivery by Borrower of this Amendment and the performance by Borrower of itsobligations under the Loan Agreement, as amended by this Amendment, do notrequire any order, consent, approval, license, authorization or validation of,or filing, recording or registration with, or exemption by any governmental orpublic body or authority, or subdivision thereof, binding on either Borrower,except as already has been obtained or made; and

**4.7****         **This Amendment hasbeen duly executed and delivered by Borrower and is the binding obligation ofBorrower, enforceable against Borrower in accordance with its terms, except assuch enforceability may be limited by bankruptcy, insolvency, reorganization,liquidation, moratorium or other similar laws of general application andequitable principles relating to or affecting creditors’ rights.

**5.****             Counterparts**.  This Amendment may be executed in any numberof counterparts and all of such counterparts taken together shall be deemed toconstitute one and the same instrument.

**6.****             Effectiveness**.  This Amendment shall be deemed effective uponthe due execution and delivery to Bank of this Amendment by each party hereto.

[Signature pagefollows.]

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**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executed anddelivered as 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 and CFO | ** ** |
|                         |                            |  |  |  |  |  |  |  |

 

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