Second Amended and Restated Loan and Security Agreeement



 Exhibit 10.19 
 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 
 THIS SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 23, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and
PEREGRINE SEMICONDUCTOR CORPORATION, a Delaware corporation (“Borrower”), amends and restates the terms of that certain Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of
December 28, 2005, as amended from time to time (the “Original Agreement”), and 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. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement
shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 

 

	 	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 accrued and unpaid interest thereon as and when due in
accordance with this Agreement. 
 2.1.1 Revolving Advances. 

(a) Availability. Subject to the terms and conditions of this Agreement, Bank shall make Advances not exceeding the
Availability Amount. Amounts borrowed hereunder 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. 
 2.1.2 Letters of Credit Sublimit. 
 (a) As part of the
Revolving Line, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account. The aggregate Dollar Equivalent amount utilized for the issuance of Letters of Credit shall at all times
reduce the amount otherwise available for Advances under the Revolving Line. The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve)
may not exceed the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000), minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving
Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the FX Reduction Amount. 

(b) If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any
outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to one hundred ten percent (110%) 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 good faith business judgment), to secure all of the Obligations relating to such Letters of Credit. All Letters of Credit shall be in form and substance
acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”). Borrower agrees to execute any
further documentation in connection with the Letters of Credit as Bank may reasonably request. Borrower further agrees to be bound by the regulations and interpretations of the 

  
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issuer of any Letters of Credit guarantied by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and
Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications,
amendments, or supplements thereto. 
 (c) The obligation of Borrower to immediately reimburse Bank for drawings
made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application. 

(d) Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency. If a demand for payment is made
under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges). 

(e) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a
Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit
Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate. The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of
Credit remains outstanding. 
 2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line, Borrower may enter
into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement
Date”). FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract (the “FX
Reserve”). The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000), minus (i) the sum of all amounts used for Cash
Management Services, and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), or (B) the lesser of Revolving Line or
the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of
Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve). The amount otherwise available for Credit Extensions under the Revolving Line shall be reduced by an amount equal to ten percent (10%) of each
outstanding FX Forward Contract (the “FX Reduction Amount”). Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower in connection with FX Forward Contracts will be treated as Advances under the
Revolving Line and will accrue interest at the interest rate applicable to Advances. 
 2.1.4 Cash Management Services
Sublimit. Borrower may use the Revolving Line for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash
management services agreements (collectively, the “Cash Management Services”), in an aggregate amount not to exceed the lesser of (A) Two Million Five Hundred Thousand Dollars ($2,500,000) minus (i) the Dollar Equivalent
of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (ii) the FX Reduction Amount, or (B) the lesser of Revolving Line or the Borrowing
Base, minus (i) the sum of all outstanding principal amounts of any Advances, minus the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit
Reserve), and minus (iii) the FX Reduction Amount. Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to
Advances. 
 2.1.5 Equipment Advances. 

(a) Availability. Subject to the terms and conditions of this Agreement, during the Draw Period, Bank shall make
advances (each, an “Equipment Advance” and, collectively, “Equipment Advances”) not exceeding the Equipment Line. Equipment Advances may only be used to finance Eligible Equipment purchased


  
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within ninety (90) days (determined based upon the applicable invoice date of such Eligible Equipment) before the date of each Equipment Advance; provided however, the initial Equipment
Advance (which must be made no later than ninety (90) days after the Effective Date) may be used to finance Eligible Equipment purchased no earlier than March 31, 2009. All Eligible Equipment must have been new when purchased by Borrower,
except for such Eligible Equipment that is disclosed in writing to Bank by Borrower, and that Bank in its sole discretion has agreed to finance, prior to being financed by Bank. No Equipment Advance may exceed one hundred percent (100%) of the
total invoice for Eligible Equipment (excluding taxes, shipping, warranty charges, freight discounts and installation expenses relating to such Eligible Equipment except to the extent such are allowed to be financed pursuant hereto as Other
Equipment). Unless otherwise agreed to by Bank, not more than twenty percent (20%) of the proceeds of the Equipment Line shall be used to finance Other Equipment. Each Equipment Advance must be in an amount equal to the lesser of Two Hundred
Thousand Dollars ($200,000) or the amount that has not yet been drawn under the Equipment Line. After repayment, no Equipment Advance may be reborrowed. 

(b) Repayment. Each Equipment Advance shall immediately amortize and be payable in thirty six
(36) equal payments of principal and interest beginning on the first (1st) day of the month following the making of such Equipment Advance and continuing on the same day of each month thereafter until paid in full. Notwithstanding the foregoing, all unpaid principal and
interest on each Equipment Advance shall be due on the applicable Equipment Maturity Date. 
 (c) Prepayment
Upon an Event of Loss. Borrower shall bear the risk of any loss, theft, destruction, or damage of or to the Financed Equipment. If, during the term of this Agreement, any item of Financed Equipment becomes obsolete or is lost, stolen, destroyed,
damaged beyond repair, rendered permanently unfit for use, or seized by a governmental authority for any reason for a period equal to at least the remainder of the term of this Agreement (an “Event of Loss”), then, if no Event of
Default has occurred or is continuing, within ten (10) days following such Event of Loss, at Borrower’s option, Borrower shall (i) pay to Bank on account of the Obligations all accrued interest to the date of the prepayment, plus all
outstanding principal owing with respect to the Financed Equipment subject to the Event of Loss; or (ii) repair or replace any Financed Equipment subject to an Event of Loss provided the repaired or replaced Financed Equipment is of equal or
like value to the Financed Equipment subject to an Event of Loss and, provided, further, that Bank shall have a first priority perfected security interest in such repaired or replaced Financed Equipment. 

2.2 Overadvances. If, at any time, the sum of (a) the outstanding principal amount of any Advances (including any
amounts used for Cash Management Services), plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reduction Amount exceeds the
lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash such excess. 
 2.3
Payment of Interest on the Credit Extensions. 
 (a) Interest Rates. 

(i) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall
accrue interest at a floating per annum rate equal to the lesser of one half of one percentage point (0.50%) above the Prime Rate or seven and one half percent (7.50%), which interest shall be payable monthly in accordance with Section 2.3(f)
below. 
 (ii) Equipment Advances. Subject to Section 2.3(b), the principal amount outstanding for
each Equipment Advance shall accrue interest at a fixed per annum rate equal to five and three quarters percent (5.75%) which interest shall be payable monthly. 

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations
shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects from time to time in its sole discretion to
impose a smaller increase. 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 Obligations. Payment or acceptance of the increased 

  
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interest rate provided in this Section 2.3(b) 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. 
 (c) 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. 
 (d) Computation; 360-Day Year. In computing interest, 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. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

 (e) Debit of Accounts. 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. 
 (f) Interest Payment Date. Unless otherwise provided, interest is payable monthly on the first (1st) calendar day of each month. 

2.4 Fees. Borrower shall pay to Bank: 

(a) Revolving Line Commitment Fee. A fully earned, non-refundable commitment fee of (i) Twenty Thousand
Dollars ($20,000) on the Effective Date and (ii) Twelve Thousand Five Hundred Dollars ($12,500) on each anniversary thereof; 
 (b) Equipment Line Loan Fee. A fully earned, non-refundable loan fee of Twenty Five Thousand Dollars ($25,000) on the Effective Date, 

(c) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit,
upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank; and 

(d) 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. 
 2.5 Payments; Application of
Payments. 
 (a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be
made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. 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) Bank shall apply the whole or any part of collected funds against the Revolving Line or credit such collected funds
to a depository account of Borrower with Bank (or an account maintained by an Affiliate of Bank), the order and method of such application to be in the sole discretion of Bank. 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. 

 

	 	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 

  
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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) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of
the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date; 
 (c)
duly executed original signatures to the completed Borrowing Resolutions for Borrower; 
 (d) certified copies,
dated as of a recent date, of financing statement searches, as Bank shall 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; 
 (e) the
Perfection Certificate of Borrower, together with the duly executed original signatures thereto; 
 (f) a
landlord’s consent in favor of Bank for Borrower’s San Diego location by the landlord thereof, together with the duly executed original signatures thereto; 

(g) evidence satisfactory to Bank that the insurance policies required by Section 6.5 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; and 
 (h) payment of the fees and Bank Expenses then due as specified in Section 2.4 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) except as otherwise provided in Section 3.5(a), timely receipt of an executed
Payment/Advance Form; 
 (b) the representations and warranties in this Agreement shall be true, accurate, and
complete in all material respects on the date of the Payment/Advance Form 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 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) there has not been a Material Adverse Change. 

3.3 Intentionally Omitted. 
 3.4 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. 

  
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 3.5 Procedures for Borrowing. 

(a) Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set
forth in this Agreement, to obtain an Advance (other than Advances under Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding
Date of the Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely
on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible
Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. 
 (b) Equipment Advances. Subject to the prior satisfaction of all other applicable conditions to the making of an Equipment Advance set forth in this Agreement, to obtain an Equipment Advance,
Borrower must notify Bank (which notice shall be irrevocable) by electronic 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 a Payment/Advance Form, must be
signed by a Responsible Officer or designee, and shall include a copy of the invoice for the Equipment being financed. If Borrower satisfies the conditions of each Equipment Advance, Bank shall disburse such Equipment Advance by transfer to the
Designated Deposit Account. 
  

	 	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. 

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 may 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. 
 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 and at such time as Bank’s obligation to make Credit
Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower. 
 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. 

 

	 	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 a completed certificate signed by Borrower 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 

  
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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). 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 organizational
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 (if any) from,
any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, or (v) constitute an event of default under any material agreement by which Borrower is bound. 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, has 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 deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate
delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. 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 Financed Equipment is new, except for such Financed Equipment that has been disclosed in writing to Bank by Borrower as
“used” and that Bank, in its sole discretion, has agreed to finance. All Inventory is in all material respects of good and marketable quality, free from material defects. 

Borrower is the sole owner of the material 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. 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 that any part of the Intellectual Property 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. For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such 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. Whether or not an Event of Default


  
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has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. 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 Borrowing Base Certificate. 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. 
 For any item of Inventory consisting of “Eligible Inventory” in any Borrowing Base Certificate, such Inventory (a) consists of raw materials 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; (b) meets all
applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act; (d) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the
other Loan Documents; and (e) is located at the address set forth in Section 10 hereof. 
 5.4
Litigation. There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Five
Hundred Thousand Dollars ($500,000). 
 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. There has not been any material
deterioration 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 assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably
small capital 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 complied in all material respects with the
Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each
term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, 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 other than legally. 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 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, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may
defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the
commencement of, and any material development in, the proceedings, (c) posts bonds or takes 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 

  
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additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their
terms, 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. 
 5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital, to purchase Eligible Equipment, 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 (it being recognized by Bank that the projections and forecasts
provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

 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, after reasonable investigation, of the
Responsible Officers. 
  

	 	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, noncompliance with which could have a material adverse effect on Borrower’s business. 

(b) Obtain all of the Governmental Approvals (if any) 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 (if any) to Bank. 

6.2 Financial Statements, Reports, Certificates. Deliver to Bank: 

(a) Borrowing Base Reports. Within twenty (20) days after the last day of each month, (i) aged listings
of accounts receivable and accounts payable (by invoice date) and (ii) perpetual inventory reports for the 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 (the “Borrowing Base Reports”); 

(b) Borrowing Base Certificate. Within twenty (20) days after the last day of each month and together with the
Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a Responsible Officer; 
 (c)
Monthly Financial Statements. As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering


  
 9 








 
Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”); 

(d) Monthly Compliance Certificate. Within thirty (30) days after the last day of each month and together with
the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, 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 shall reasonably request; 

(e) Annual Audited Financial Statements. As soon as available, but no later than one hundred eighty (180) days
after the last day of Borrower’s fiscal year, 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 acceptable to Bank in its reasonable discretion; 
 (f) Other Statements. Within five (5) days
of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 
 (g) SEC Filings. In the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) 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 hereof (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; 
 (h) Legal Action Notice. A 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, Five Hundred Thousand Dollars ($500,000) or more; 

(i) Annual Projections. As soon as available, but no later than thirty (30) days after the last day of
Borrower’s fiscal year, annual financial projections approved by Borrower’s board of directors; and 

(j) Other Financial Information. Such other, budgets, sales projections, operating plans and other financial
information reasonably requested by Bank. 
 6.3 Inventory; Returns. Keep all Inventory in good and marketable
condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns,
recoveries, disputes and claims that involve more than Seven Hundred Fifty Thousand Dollars ($750,000). 
 6.4 Taxes;
Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports 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, 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. 
 6.5 Insurance. 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 companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as lender loss payee and waive subrogation against Bank. All
liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice
before canceling, amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified 

  
 10 









 
copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to
obtain insurance as required under this Section 6.5 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 6.5, and take any action under the policies Bank deems prudent. 
 6.6 Operating Accounts. Maintain
its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates which accounts shall represent at least eighty five percent (85%) of the dollar value of Borrower’s and such Subsidiaries
accounts at all financial institutions; provided however that Borrower shall not be required to maintain in excess of Twenty Five Million Dollars ($25,000,000) in such accounts at any time. 

6.7 Financial Covenants. Maintain at all times, to be tested as of the last day of each month, unless otherwise noted, on a
consolidated basis with respect to Borrower: 
 (a) Tangible Net Worth. A Tangible Net Worth of at least
Twenty Three Million Dollars ($23,000,000), increasing annually as of the first (1st) day of each calendar year by (i) fifty percent of the gross proceeds received by Borrower from the sale of its equity securities received after the
Effective Date and (ii) fifty percent (50%) of the prior twelve (12) months Net Income, beginning with the month ending May 31, 2011. 
 (b) Liquidity Coverage. A ratio of (i) unrestricted cash plus Eligible Accounts to (ii) all Indebtedness owing from Borrower to Bank of at least 2.0 to 1.0. 

6.8 Protection of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its material Intellectual Property;
(ii) promptly advise Bank in writing of material infringements of its 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 thirty (30) 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 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. 
 6.9 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. 
 6.10 Access to
Collateral; Books and Records. Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit
and copy Borrower’s Books. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($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 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 One Thousand Dollars ($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. 

  
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 6.11 Formation or Acquisition of Subsidiaries. At the time that Borrower forms
any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such
Domestic Subsidiary to become a co-borrower 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 Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership
interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank, and (c) 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. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

 6.12 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) days after the same are sent or received, copies of all correspondence, reports, documents and other filings
with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals (if any) 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. 
  

	 	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 part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment and
Inventory that does not constitute Financed Equipment; (c) in connection with, and as otherwise permitted pursuant to the terms and provisions associated with, Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses
and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and other non-perpetual licenses that may be exclusive in some respects, such as, by way of example, with respect to field of use
or geographic territory, but that do not result, under applicable law, in a sale of all of Borrower’s interest in the property that is the subject of the license; (e) Transfers by Subsidiaries to Borrower and Transfers among Subsidiaries;
(f) Transfers by Borrower to Subsidiaries in the ordinary course of business not in excess of Five Hundred Thousand Dollars ($500,000) in any fiscal year; and (g) other Transfers not otherwise permitted in this Section 7.1, provided
that the aggregate book value of all such Transfers does not exceed One Hundred Thousand dollars ($100,000) in any fiscal year. 

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) if any Key Person ceases to hold such office
with Borrower and replacements satisfactory to Bank are not made within ninety (90) days after such 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 nine percent (49%) 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 investors so long as Borrower identifies to Bank the venture capital investors 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 thirty
(30) 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 Two Hundred Fifty Thousand Dollars ($250,000) in Borrower’s
assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) 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 

  
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deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Two Hundred Fifty Thousand Dollars ($250,000) 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 in its sole discretion. 
 7.3 Mergers or Acquisitions.
Except as otherwise permitted in Section 7.1, 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 except where (a) total cash consideration, for all such transactions does not in the aggregate exceed Five Million Dollars ($5,000,000) after the Effective Date, (b) no Event of Default has
occurred and is continuing or would exist after giving effect to any such transactions, (c) Borrower is the surviving legal entity or the target is a wholly owned Subsidiary that becomes a Borrower hereunder, (d) for the most readily
available three (3) month period, cash burn/net losses of the target did not exceed Two Hundred Fifty Thousand Dollars ($250,000) per month and (e) assumption of debt from the target does not exceed Three Million Dollars ($3,000,000) and
any such debt is Subordinated Debt upon consummation of such transactions. Notwithstanding the foregoing, a Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

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 Intentionally Omitted. 
 7.7 Distributions; Investments. (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any
of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock
of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not
exceed in the aggregate of One Million Dollars ($1,000,000) per fiscal year; or (b) directly or indirectly make any Investment 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 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 and transactions permitted pursuant to the terms of Section 7.2 hereof. 
 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 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 

  
 13 









 
funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, 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 on its
due date, 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 and/or
the Equipment Maturity Date, as applicable). During the cure period, the failure to make or pay any payment specified under clause (a) or (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 6.2, 6.4, 6.5, 6.6, 6.7 or 6.11 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 the 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 Intentionally Omitted.

 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) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, 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 any material part of its business; 

8.5 Insolvency (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes
insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is 

  
 14 









 
begun against Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of 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 is a party with a third party or parties, 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
Five Hundred Thousand Dollars ($500,000); provided, however, that the Event of Default under this Section 8.6 caused by the occurrence of a default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank
receiving written notice from the party asserting such default of such cure or waiver of the default under such other agreement, if at the time of such cure or waiver under such other agreement (a) Bank has not declared an Event of Default
under this Agreement and/or exercised any rights with respect thereto; (b) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (c) in connection with any such
cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith judgment of Bank be materially less advantageous to Borrower; 

8.7 Judgments. One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in
the aggregate, of at least Five Hundred Thousand Dollars ($500,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within
ten (10) days after the entry thereof, discharged or 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
discharge, stay, or bonding of such 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 or the applicable Subordination
Agreement; or 
 8.10 Governmental Approvals. Any Governmental Approval (if any) 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 (if any) 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) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval (if any) 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 (if any) in
any other jurisdiction. 
  

	 	9	BANK’S RIGHTS AND REMEDIES 

 9.1 Rights and Remedies. While an Event of Default occurs and continues 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); 

  
 15 









 (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 one hundred percent (100%) 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 FX Forward Contracts; 

(e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank
considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account; 
 (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 Bank is under no further obligation 

  
 16 









 
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 6.5 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, 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 Upon Default. If an Event of Default has occurred and is continuing, Bank may
apply 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 in such order as Bank shall
determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its good faith business judgment, 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. 

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 electronic mail or facsimile
transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) 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. 

  
 17 










			
	If to Borrower:	  	 PEREGRINE SEMICONDUCTOR CORPORATION
 9450 Carroll Park Drive
 San Diego, CA 92121

Attn: Joel Keller, Controller
 Fax:
                                         
                                       

Email:

		
	If to Bank:	  	 Silicon Valley Bank

4370 La Jolla Village Drive, Suite 860
 San Diego
CA 92122
 Attn: Billy O’Grady – Relationship Manager
 Fax: (858) 622-1424
 Email: bogrady@svb.com



 

	 	11	CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE 

 California 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 Santa Clara
County, California; 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. 
 WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies
of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in
accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County,
California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1,
inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such
proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that
point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before
a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial
proceedings. The private judge shall oversee discovery and may 

  
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enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the
power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any
party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

  

	 	12	GENERAL PROVISIONS 


12.1 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. 

12.2 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: (a) 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 (b) 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. 
 12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this
Agreement. 
 12.4 Severability of Provisions. Each provision of this Agreement is severable from every other
provision in determining the enforceability of any provision. 
 12.5 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 so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to
such correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower. 
 12.6 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. 
 12.7 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. 
 12.8 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
(other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have 

  
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been paid in full and satisfied. The obligation of Borrower in Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action
shall have run. 
 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 its best 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 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 the
confidential information for reporting purposes and the development and distribution of databases 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 prevailing party 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. 

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. 
 12.16 Effect of Amendment and Restatement. Except as otherwise set forth herein, this Agreement is intended to and does completely amend and restate, without novation, the Original
Agreement. All security interests granted under the Original Agreement are hereby confirmed and ratified and shall continue to secure all Obligations under this Agreement. 

  
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	 	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, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in
this Agreement, the following capitalized terms have the following meanings: 
 “Account” is any
“account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. 

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Advance” or “Advances” means an advance (or advances) 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. 
 “Agreement” is defined in the preamble hereof. 

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the
Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus (c) the FX Reduction Amount, minus
(d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances. 

“Bank” is defined in the preamble hereof. 
 “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. 

“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 five percent (85%) of Eligible Accounts plus (b) the lesser of twenty percent (20%) of the value of Borrower’s Eligible Inventory
(valued at the lower of cost or wholesale fair market value) or One Million Dollars ($1,000,000) plus (c) Three Million Dollars ($3,000,000) of non-formula availability, all as determined by Bank from Borrower’s most recent Borrowing Base
Certificate; provided, however, that Bank may decrease the foregoing amounts and/or percentages in its good faith business judgment. 
 “Borrowing Base Certificate” is that certain certificate in the form attached hereto as Exhibit C. 
 “Borrowing Base Report” is defined in Section 6.2(a). 

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as
Exhibit D. 
 “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.


  
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 “Cash Equivalents” means (a) marketable direct obligations issued or
unconditionally guaranteed by the U.S. 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.; and (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue. 

“Cash Management Services” is defined in Section 2.1.4. 

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of
California; 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 California, 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 with such additions to such term as may hereafter be made. 

“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 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. 
 “Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or 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, Equipment Advance, Letter of Credit, Term Loan, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit. 

“Default Rate” is defined in Section 2.3(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
with such additions to such term as may hereafter be made. 

  
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 “Designated Deposit Account” is Borrower’s deposit account, account
number 3300399183, maintained with Bank. 
 “Dollars,” “dollars” or use
of the sign “$” means only lawful money of the U.S. and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the U.S.

 “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 a Subsidiary organized under the laws of the U.S. or any state or territory thereof or the District of Columbia. 
 “Draw Period” is the period of time from the Effective Date through the earlier to occur of (a) December 31, 2010 or (b) an Event of Default. 

“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 upon prior written notice to Borrower at any time after the Effective Date 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 ninety (90) days of invoice date regardless of invoice
payment period terms; 
 (c) Accounts with credit balances over ninety (90) days from invoice date;

 (d) Accounts owing from an Account Debtor, in which fifty percent (50%) or more of the Accounts have not
been paid within ninety (90) days of invoice date; 
 (e) 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); 

(f) Accounts owing from an Account Debtor which is a U.S. 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; 

(g) 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; 
 (h) 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); 

(i) 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


  
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contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts); 

(j) 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); 
 (k) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust; 
 (l) 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 in its sole discretion 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); 

(m) Accounts for which the Account Debtor has not been invoiced; 

(n) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of
Borrower’s business; 
 (o) Accounts for which Borrower has permitted Account Debtor’s payment to
extend beyond 90 days; 
 (p) Accounts arising from chargebacks, debit memos or other payment deductions taken by
an Account Debtor; 
 (q) Accounts arising from product returns and/or exchanges (sometimes called
“warranty” or “RMA” accounts); 
 (r) 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; 

(s) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the
extent of such Deferred Revenue); 
 (t) Accounts owing from an Account Debtor, whose total obligations to
Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in writing; and 
 (u) Accounts for which Bank in its good faith business judgment after inquiry and consultation with Borrower determines collection to be doubtful, including, without limitation, accounts represented by
“refreshed” or “recycled” invoices. 
 “Eligible Equipment” is the following to the extent
it complies with all of Borrower’s representations and warranties to Bank, is acceptable to Bank in all respects, is located at Borrower’s address set forth in Section 10 hereof, and is subject to a first priority Lien in favor of
Bank: (a) computer equipment, office equipment, manufacturing equipment and test equipment, and (b) Other Equipment. 

“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. 

  
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 “Equipment” is all “equipment” as defined in the Code with such
additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

“Equipment Advance” is defined in Section 2.1.5(a). 

“Equipment Line” is an Equipment Advance or Equipment Advances in an aggregate amount of up to Three Million Dollars
($3,000,000). 
 “Equipment Maturity Date” is, for each Equipment Advance, a date 36 months after such
Equipment Advance but no later than December 1, 2013. 
 “ERISA” is the Employee Retirement Income
Security Act of 1974, and its regulations. 
 “Event of Default” is defined in Section 8. 

“Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“Financed Equipment” is all present and future Eligible Equipment in which Borrower has any interest which is financed
by an Equipment Advance. 
 “Foreign Currency” means lawful money of a country other than the U.S. 

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary. 

“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. 
 “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is
conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency. 

“FX Forward Contract” is defined in Section 2.1.3. 

“FX Reduction Amount” is defined in Section 2.1.3. 

“FX Reserve” is defined in Section 2.1.3. 
 “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 with such additions to such term as may hereafter be made, 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.


  
 25 









 “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. 
 “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 12.2. 
 “Insolvency Proceeding” is any proceeding by or against any Person under the U.S.
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 all of Borrower’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, operating manuals; 
 (c) any and all source code; 

(d) any and all design rights which may be available to a Borrower; 

(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. 
 “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, 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, Chief Financial Officer and Chief Operating Officer as of the Effective Date. 

“Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application,
guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2. 
 “Letter of Credit
Application” is defined in Section 2.1.2(b). 
 “Letter of Credit Reserve” has the meaning set
forth in Section 2.1.2(e). 
 “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. 

  
 26 









 “Loan Amount” in respect of each Equipment Advance is the original
principal amount of such Equipment Advance. 
 “Loan Documents” are, collectively, this Agreement, the
Perfection Certificate, any note, or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as
amended, restated, or otherwise modified. 
 “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. 
 “Monthly Financial Statements” is defined in
Section 6.2(c). 
 “Net Income” means, as calculated on a consolidated basis for Borrower and its
Subsidiaries 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. 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other
amounts Borrower owes Bank now or later, whether under this Agreement, the 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 with the Secretary of State of such Person’s state of formation on a date that is no earlier than 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. 
 “Other Equipment” is leasehold improvements, intangible
property such as computer software and software licenses, equipment specifically designed or manufactured for Borrower, other intangible property, limited use property and other similar property and soft costs approved by Bank, including taxes,
shipping, warranty charges, freight discounts and installation expenses. 
 “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. 
 “Payment/Advance Form” is that certain form attached hereto as Exhibit B. 
 “Perfection Certificate” is defined in Section 5.1. 

“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; 
 (d) unsecured Indebtedness to trade
creditors and with respect to surety bonds and similar obligations, in each case as incurred in the ordinary course of business; 

  
 27 









 (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 of Borrower
to any Subsidiary (as long as any such Indebtedness is Subordinated Debt) and Contingent Obligations of any Subsidiary with respect to obligations of Borrower (provided that the primary obligations are not prohibited hereby), and Indebtedness of any
Subsidiary to any other Subsidiary or to Borrower permitted under clause (m) of the definition of Permitted Investments and Contingent Obligations of any Subsidiary with respect to obligations of any other Subsidiary or Borrower permitted under
clause (m) of Permitted Investments (provided that the primary obligations are not prohibited hereby); 

(h) other Indebtedness not otherwise permitted by Section 7.4 not exceeding Five Hundred Thousand Dollars ($500,000)
in the aggregate outstanding at any time; and 
 (i) extensions, refinancings, modifications, amendments and
restatements of any items of Permitted Indebtedness (a) through (h) 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 Investments” are: 

(a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection
Certificate and; 
 (b) (i) Investments consisting of Cash Equivalents, and (ii) any Investments permitted
by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Bank; 

(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 receivables owing to Borrower or its
Subsidiaries by Persons and advances to customers or suppliers, in each case, if created, acquired or made in the ordinary course of business; provided that this paragraph (d) shall not apply to Investments owing by Subsidiaries to
Borrower; 
 (e) Investments consisting of deposit accounts in accordance with Section 6.6 hereof;

 (f) Investments accepted in connection with Transfers permitted by Section 7.1; 

(g) Investments consisting of (i) compensation of employees, officers and directors of Borrower or its Subsidiaries
so long as the Board of Directors of Borrower determines that such compensation is in the best interests of Borrower, (ii) travel advances and employee relocation loans; or (iii) loans to employees, officers or directors relating to the
purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans approved by Borrower’s Board of Directors but in no event shall the amount thereof exceed One Hundred Thousand Dollars ($100,000) at any
time; 
 (h) Investments pursuant to or arising under currency agreements or interest rate agreements entered
into in the ordinary course of business; 
 (i) Investments consisting of credit extensions to customers and
suppliers who are not Affiliates, in each case done in the ordinary course of business; 
 (j) Investments
constituting acquisitions permitted under Section 7.3; 

  
 28 









 (k) Deposit accounts of any Subsidiaries maintained in the ordinary course
of business, provided that the funding by Borrower of any such accounts shall nevertheless be governed by clause (m) hereof; 
 (l) Investments accepted in connection with Transfers permitted by Section 7.1; and 
 (m) Other Investments consisting of cash and other Collateral transfers relating to the ordinary course operational needs and requirements of Borrower’s foreign Subsidiaries, consistent, in any
event, with past business practices of Borrower, and with such Subsidiaries consisting of Peregrine Semiconductor Europe, S.A., and, Peregrine Semiconductor K.K., provided that no such Investments may be made while a Default or an Event of
Default is occurring or would otherwise arise upon the making thereof, provided, further, it is understood and agreed that the equipment being purchased hereunder with the proceeds of the Equipment Advances may be located in the U.S.,
Australia or other countries in Asia and constitutes a Permitted Investment hereunder; provided, further, no such Investment hereunder shall cause a breach of any other term or provision of this Agreement, including, without limitation,
Section 6.6 hereof. 
 “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 (other than Financed Equipment) acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than One Million Dollars ($1,000,000) in the aggregate amount outstanding, or (ii) existing on
Equipment (other than Financed Equipment) when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment; 
 (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 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 the extension, renewal or refinancing of the 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 licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business and other non-perpetual licenses that may be exclusive in some respects, such as, by way of example, with respect to field of use or geographic territory, but that do not result, under applicable law, in a sale of all of
Borrower’s interest in the property that is the subject of the license; 

  
 29 









 (i) other licenses permitted under Section 7.1 of this Agreement;

 (j) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event
of Default under Sections 8.4 and 8.7; 
 (k) Liens in favor of other financial institutions arising in
connection with Borrower’s deposit and/or securities accounts held at such institutions in accordance with Section 6.6 hereof; 
 (l) Liens in favor of custom and revenue authorities arising as a matter of law to secure the payment of custom duties in connection with the importation of goods securing liabilities not exceeding Five
Hundred Thousand Dollars ($500,000); 
 (m) Liens on insurance proceeds securing the payment of financed
insurance premiums securing liabilities not exceeding One Hundred Thousand Dollars ($100,000); 
 (n) Liens on
earnest money deposits required under a letter of intent or purchase agreement in connection with acquisitions and other transactions otherwise permitted hereunder securing liabilities not exceeding Two Hundred Fifty Thousand Dollars ($250,000);

 (o) Liens on assets representing part of the proceeds of a sale or other disposition of property otherwise
permitted hereunder, to secure post closing obligations to the buyer in connection with such sale or other disposition securing liabilities not exceeding Two Hundred Fifty Thousand Dollars ($250,000); and 

(p) Liens consisting of pledges of cash, cash equivalents or government securities to secure swap or foreign exchange
contracts or letters of credit securing liabilities not exceeding Two Hundred Fifty Thousand Dollars ($250,000). 

“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 greater of (i) three and one quarter percent (3.25%) or (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall
Street Journal, or such other rate of interest publicly announced from time to time by Bank as its Prime Rate if the Wall Street Journal rate is no longer available. 
 “Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made. 

“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. 
 “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 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 could interfere with the Bank’s right to sell any Collateral. 
 “Revolving Line” is an
Advance or Advances in an amount equal to Ten Million Dollars ($10,000,000). 
 “Revolving Line Maturity Date”
is June         , 2013. 

  
 30 









 “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. 
 “Settlement
Date” is defined in Section 2.1.3. 
 “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. 

“Tangible Net Worth” is, on any date, the consolidated total net worth of Borrower minus intangible assets plus any
equity that is transferred to long term liabilities associated with the annual accounting adjustment FAS 150. 

“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. 
 “Transfer” is defined in Section 7.1. 
 [Signature page
follows.] 

  
 31 









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

			
	BORROWER:
	
	PEREGRINE SEMICONDUCTOR CORPORATION
		
	By	 	/s/ Jay C. Biskupski
	Name:	 	Jay C. Biskupski
	Title:	 	Chief Financial Officer

  

			
	BANK:
	
	SILICON VALLEY BANK
		
	By	 	/s/ William T. O’Grady
	Name:	 	William T. O’Grady
	Title:	 	Relationship Manager

 [Signature page to Second Amended and Restated Loan and Security Aggreement] 







 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 (except as provided below), 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 the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include
all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts
and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security
interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property. 
 Pursuant to the terms of a
certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. 







 EXHIBIT B – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 
  

			
	Fax To:	  	Date: __________________


LOAN PAYMENT: 
 PEREGRINE SEMICONDUCTOR CORPORATION 
  

			
	From Account # ___________________________________	 	To Account # _________________________________
	(Deposit Account #)	 	(Loan Account #)
		
	Principal $________________________________________	 	and/or Interest $_______________________________
		
	Authorized Signature: _______________________________	 	Phone Number: _______________________________
	Print Name/Title: __________________________________	 	

 LOAN ADVANCE: 
 Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. 

 

			
	From Account # ___________________________________	 	To Account # ________________________________
	(Loan Account #)	 	(Deposit Account #)
		
	Amount of Advance $_______________________________	 	

 All Borrower’s representations and warranties in the Second Amended and Restated Loan and Security Agreement are
true, correct and complete in all material respects on the date of the request for an advance; 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: 

 

			
	Authorized Signature: ________________________________	 	Phone Number: ______________________________
	Print Name/Title: ___________________________________	 	

 OUTGOING WIRE REQUEST: 

Complete only if all or a portion of funds from the loan advance above is to be wired. 
 Deadline for same day processing is noon, Pacific Time 
  

			
	Beneficiary Name: _________________________________	 	Amount of Wire: $__________________________
	Beneficiary Bank: _________________________________	 	Account Number: __________________________
	City and State: ____________________________________	 	
		
	Beneficiary Bank Transit (ABA) #: ___________________	 	Beneficiary Bank Code (Swift, Sort, Chip, etc.): ___________
		 	            (For International Wire Only)
		
	Intermediary Bank: ________________________________	 	Transit (ABA) #: ___________________________________

 For
Further Credit to: _______________________________________________________________________________________ 
 Special Instruction:
_________________________________________________________________________________________ 
 By signing below, I (we) acknowledge and agree
that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me
(us). 
  

			
	Authorized Signature: ______________________________	 	2nd Signature (if required): __________________________
	Print Name/Title: __________________________________	 	Print Name/Title: _________________________________
	Telephone #: _____________________________________	 	Telephone #: _____________________________________








 EXHIBIT C 

BORROWING BASE CERTIFICATE 
 Borrower: Peregrine Semiconductor Corporation 
 Lender: Silicon Valley Bank 

Commitment Amount: $10,000,000 
  

					
	 ACCOUNTS RECEIVABLE
	  			
	 1.         Accounts Receivable (invoiced) Book Value as of ____________
	  	$	_______________	  
	 2.         Additions (please explain on next page)
	  	$	_______________	  
	 3.         Less: Intercompany / Employee / Non-Trade Accounts
	  	$	_______________	  
	 4.         NET TRADE ACCOUNTS RECEIVABLE
	  	$	_______________	  
		
	 ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
	  			
	 5.         90 Days Past Invoice Date
	  	$	_______________	  
	 6.         Credit Balances over 90 Days
	  	$	_______________	  
	 7.         Balance of 50% over 90 Day Accounts (Cross-Age or Current
Affected)
	  	$	_______________	  
	 8.         Foreign Account Debtor Accounts
	  	$	_______________	  
	 9.         Foreign Invoiced and/or Collected Accounts
	  	$	_______________	  
	 10.       Contra/Customer Deposit Accounts
	  	$	_______________	  
	 11.       U.S. Governmental Accounts
	  	$	_______________	  
	 12.       Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts
	  	$	_______________	  
	 13.       Accounts with Memo or Pre-Billings
	  	$	_______________	  
	 14.       Contract Accounts; Accounts with Progress / Milestone Billings
	  	$	_______________	  
	 15.       Accounts for Retainage Billings
	  	$	_______________	  
	 16.       Trust / Bonded Accounts
	  	$	_______________	  
	 17.       Bill and Hold Accounts
	  	$	_______________	  
	 18.       Unbilled Accounts
	  	$	_______________	  
	 19.       Non-Trade Accounts (if not already deducted above)
	  	$	_______________	  
	 20.       Accounts with Extended Term Invoices (Net 90+)
	  	$	_______________	  
	 21.       Chargeback Accounts / Debit Memos
	  	$	_______________	  
	 22.       Product Returns/Exchanges
	  	$	_______________	  
	 23.       Disputed Accounts; Insolvent Account Debtor Accounts
	  	$	_______________	  
	 24.       Deferred Revenue, if applicable/Other (please explain on next page)
	  	$	_______________	  
	 25.       Concentration Limits
	  	$	_______________	  
	 26.       TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS
	  	$	_______________	  
	 27.       Eligible Accounts (#4 minus #26)
	  	$	_______________	  
	 28.       ELIGIBLE AMOUNT OF ACCOUNTS (85% of #27)
	  	$	_______________	  
		
	 INVENTORY
	  			
	 29.       Eligible Inventory Value as of ______________
	  	$	_______________	  
	 30.       ELIGIBLE AMOUNT OF INVENTORY (lesser of 20% of #29 or $1,000,000)
	  	$	_______________	  
		
	 BALANCES
	  			
	 31.       Maximum Loan Amount
	  	$	10,000,000	  
	 32.       Total Funds Available Lesser of #31 or (#28 plus #30 plus $3,000,000)
	  	$	_______________	  
	 33.       Present balance owing on Line of Credit
	  	$	_______________	  
	 34.       Outstanding under Sublimits
	  	$	_______________	  
	 35.       RESERVE POSITION (#32 minus #33 and #34)
	  	$	_______________	  

 [Continued on
following page.] 







 Explanatory comments from previous page: 

 
  
  

 
  

 
  

 
 The undersigned represents and warrants that
this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Second Amended and Restated Loan and Security Agreement between the undersigned and Silicon
Valley Bank. 
  

							
	COMMENTS:	 	 	 	 BANK USE ONLY
  
 Received by: ________________________

                         
   AUTHORIZED SIGNER
  
 Date:
______________________________
 Verified: ___________________________
                             AUTHORIZED SIGNER

 
 Date: _____________________________

Compliance Status:             Yes
        No
  

	By:	 	 	 	 	 
		 	Authorized Signer	 	 	 
	Date:	 	 	 	 	 








 EXHIBIT D 

BORROWING RESOLUTIONS 

 

 

 CORPORATE BORROWING CERTIFICATE 

 

			
	BORROWER: Peregrine Semiconductor Corporation	  	DATE: June __, 2010
	BANK:           Silicon Valley Bank	  	

 I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware 

3. Attached hereto are true, correct and complete copies of Borrower’s Articles/Certificate of Incorporation (including amendments), as filed with
the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above. Such Articles/Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and
effect as of the date hereof. 
 4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held
meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or
revoked, and Bank may rely on them until Bank receives written notice of revocation from Borrower. 

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles
and signatures are below, may act on behalf of Borrower: 
  

											
	 Name
	  	Title	 	  	Signature	 	  	Authorized to
Add or Remove
Signatories
	____________________	  	 	____________________	  	  	 	____________________	  	  	 ̈
				
	____________________	  	 	____________________	  	  	 	____________________	  	  	 ̈
				
	____________________	  	 	____________________	  	  	 	____________________	  	  	 ̈
				
	____________________	  	 	____________________	  	  	 	____________________	  	  	 ̈

 RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals
to and from the above list of persons authorized to act on behalf of Borrower. 
 RESOLVED
FURTHER, that such individuals may, on behalf of Borrower: 
 Borrow Money. Borrow money
from Silicon Valley Bank (“Bank”). 
 Execute Loan Documents. Execute any loan documents Bank requires.

 Grant Security. Grant Bank a security interest in any of Borrower’s assets. 

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has
an interest and receive cash or otherwise use the proceeds. 
 Letters of Credit. Apply for letters of credit from Bank.

 Foreign Exchange Contracts. Execute spot or forward foreign exchange contracts. 

Issue Warrants. Issue warrants for Borrower’s capital stock. 







 Further Acts. Designate other individuals to request advances, pay fees and costs and
execute other documents or agreements (including documents or agreement that waive Borrowers right to a jury trial) they believe to be necessary to effectuate such resolutions. 
 RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified. 

5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names. 

 

			
	PEREGRINE SEMICONDUCTOR CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 *** If the Secretary,
Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of
Borrower. 
 I, the _____________________________ of Borrower, hereby certify as to paragraphs 1 through 5 above, as


                       
     [print title] 
 of the date set forth above. 

 

			
		
	By:	 	 
	Name:	 	 
	Title:	 	 









 EXHIBIT D 

COMPLIANCE CERTIFICATE 
  

			
	TO:       SILICON VALLEY BANK	  	Date: _____________________
	FROM: PEREGRINE SEMICONDUCTOR CORPORATION	  	

 The undersigned authorized officer of Peregrine Semiconductor Corporation (“Borrower”)
certifies that under the terms and conditions of the Second Amended and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”): 
 (1) Borrower is in complete compliance for the period ending                      with all
required covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; 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; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower
or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. 
 Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as
explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is
determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 
  

					
	 Reporting Covenant
	  	 Required
	  	Complies
	 Monthly financial statements with Compliance Certificate
	  	Monthly within 30 days	  	Yes  No
	 Annual financial statement (CPA Audited) + CC
	  	FYE within 180 days	  	Yes  No
	 10-Q, 10-K and 8-K
	  	Within 5 days after filing with SEC	  	Yes  No
	 Borrowing Base Certificate A/R & A/P Agings, Inventory Report
	  	Monthly within 20 days	  	Yes  No
	 Annual Projections
	  	FYE within 30 days	  	Yes  No

  

													
	 Financial Covenant
	  	Required	 	  	Actual	 	  	Complies	 
	 Maintain on a Monthly Basis:
	  				  				  			
	 Minimum Tangible Net Worth
	  	 	*	  	  	$	_______	  	  	 	Yes  No	  
	 Minimum Liquidity Ratio
	  	 	2.00:1.0	  	  	 	_____:1.0	  	  	 	Yes  No	  

  

	*	at least Twenty Three Million Dollars ($23,000,000), increasing annually as of the first (1st) day of each calendar year by (i) fifty percent of the gross
proceeds received by Borrower from the sale of its equity securities received after the Effective Date and (ii) fifty percent (50%) of the prior twelve (12) months year to date Net Income, beginning with the month ending May 31,
2011 








 The following financial covenant analyses and information set forth in Schedule 1 attached
hereto are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the
certification above: (If no exceptions exist, state “No exceptions to note.”) 
  

 
  

 
  

 
  

							
	PEREGRINE SEMICONDUCTOR CORP.	 		 	 BANK USE ONLY
  

  Received by: ________________________

                         
   AUTHORIZED SIGNER
  
   Date:
______________________________
  
   Verified:
___________________________

                         
   AUTHORIZED SIGNER
  
   Date:
_____________________________
  
   Compliance Status:
            Yes         No
  

	By:	 	 	 		 
	Name:	 	 	 		 
	Title:	 	 	 		 








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 
 In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 
 Dated:                              

 

	I.	Tangible Net Worth (Section 6.7(a)) 


Required: At least Twenty Three Million Dollars ($23,000,000), increasing annually as of the first (1st) day of each calendar year by (i) fifty
percent of the gross proceeds received by Borrower from the sale of its equity securities received after the Effective Date and (ii) fifty percent (50%) of the prior twelve (12) months year to date Net Income, beginning with the month
ending May 31, 2011. 
 Actual: 
  

							
	 A.
	  	Aggregate consolidated net worth of Borrower	  	$	_______	  
			
	 B.
	  	Aggregate value of intangible assets of Borrower	  	$	_______	  
			
	 C.
	  	Equity of Borrower that is transferred to long term liabilities associated with the annual accounting adjustment FAS 150	  	$	_______	  
			
	 D.
	  	Tangible Net Worth (line A minus line B plus line C)	  	$	_______	  

 Is line D equal to or greater that at
least Twenty Three Million Dollars ($23,000,000), increasing annually as of the first (1st) day of each calendar year by (i) fifty percent of the gross proceeds received by Borrower from the sale of its equity securities received after the
Effective Date and (ii) fifty percent (50%) of the prior twelve (12) months year to date Net Income, beginning with the month ending May 31, 2011? 
 ___________ No, not in compliance
                                         
                                ____________Yes, in compliance 

 

	II.	Liquidity Ratio (Section 6.7(b)) 


Required:             2.0 to 1.0 
 Actual: 
  

							
	 A.
	  	Unrestricted cash	  	$	________	  
			
	 B.
	  	Eligible Accounts	  	$	________	  
			
	 C.
	  	Liquidity (line A plus line B)	  	$	________	  
			
	 D.
	  	Indebtedness owing from Borrower to Bank	  	$	________	  
			
	 E
	  	Liquidity Ratio (line C divided by Line D)	  	 	___ to 1.0	  








 Is line E equal to or greater than 2.0 to 1.0? 

___________ No, not in compliance
                                         
                                ____________Yes, in compliance