Business Loan Agreement dated as of April 22, 2004



 Exhibit 10.14 
 BUSINESS LOAN AGREEMENT 
  

							
	Borrower:	 	 Super Micro Computer, Inc.
 980 Rock
Avenue
 San Jose, CA 95131
	 	Lender:	 	 Wachovia Commercial Mortgage, Inc.
 1620
East Roseville Parkway, Suite 100
 Roseville, CA 95661


 THIS BUSINESS LOAN AGREEMENT dated April 22, 2004, is made and executed between Super Micro Computer, Inc.
(“Borrower”) and Wachovia Commercial Mortgage, Inc. (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other
financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) In granting, renewing, or extending any Loan, Lender is relying
upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and
(C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. 
 TERM. This Agreement shall be effective as of
April 22, 2004, and shall continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges,
or until such time as the parties may agree in writing to terminate this Agreement. 
 CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation
to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. 
 Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to
Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as
Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel. 
 Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower
shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. 
 Payment of
Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. 
 Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct. 
 No Event of Default. There shall not exist at the time of
any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. 
 REPRESENTATIONS AND
WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any
Indebtedness exists: 
 Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly
existing, and in good standing under and by virtue of the laws of the State of California. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 988-998
Rock Ave, San Jose, CA 95131. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to
any change in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply
with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities. 
 Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by
Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: 
  

							
	 Borrower:
	  	 Assumed Business Name
	  	Filling Location	  	Date
	Super Micro Computer, Inc.	  	none	  		  	

 Authorization. Borrower’s execution, delivery, and performance of this Agreement and
all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower’s articles of incorporation or
organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties. 
 Financial Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements. 
 Legal Effect. This Agreement constitutes, and any instrument or
agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. 
 Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender and
as accepted by Lender, and except for properly tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security
documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five
(5) years. 
 Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants
that to the best of its information, knowledge, and belief (1) During the period of Borrower’s ownership of Borrower’s Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any
use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters. (3) XXX 








					
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	 	Page 2

 dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and
any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the
Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for
Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s due diligence
in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs
under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of
this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including
the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by
foreclosure or otherwise. 
 Litigation and Claims. No litigations, claim, investigation, administrative proceeding or similar action
(including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if
any, that have been disclosed to and acknowledged by Lender in writing. 
 Taxes. To the best of Borrower’s knowledge, all of
Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good
faith in the ordinary course of business and for which adequate reserves have been provided. 
 Lien Priority. Unless otherwise
previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral. 
 Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well
as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. 
 AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: 
 Notices of
Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, Investigations, administrative proceedings or
similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. 
 Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.

 Financial Statements. Furnish Lender with the following: 
 Annual Statements. As soon as available, but in no event later than 120 days after the end of each fiscal year, Borrower’s balance sheet and
income statement for the year ended, compiled by a certified public accountant satisfactory to Lender. 
 All financial reports required to be
provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. 
 Additional Information. Furnish such additional information and statements, as Lender may request from time to time. 
 Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts,
coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at least ten (10) days prior written notice to Lender or such longer period as designated in the policies or certificates of insurance. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for
the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender, may require. 
 Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks
insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the
policy. In addition, upon request of Lender (however not more often than annually Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of
such appraisal shall be paid by Borrower. 
 Other Agreements. Comply with all terms and conditions of all other agreements, whether
now or hereafter existing, between Borrower and Lender and notify Lender immediately in writing of any default in connection with any other such agreements. 
 Loan Fees, Charges and Expenses. In addition to all other agreed upon fees, charges, and expenses, pay the following: This loan may be assumed at the sole discretion of Lender. If assumed, a flat fee of 1%
of the remaining principal balance, plus Lender’s out-of-pocket costs, will be collected. Lender may, in its sole discretion, decline any assumption request. Borrower further agrees, by signing this Loan Agreement, that Lender may release
confidential loan information to the assumption to facilitate the assumption, and Borrower waives any legal or equitable right it may have against Lender as a result of releasing such information. See Addendum paragraph 1. 
 Loan Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by Lender in
writing. 
 Taxes, Charges and Liens: Pay and discharge when due all of its indebtedness and obligations, including without limitation
all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might
become a lien or charge upon any of Borrower’s properties, income, or profits. 
 Performance. Perform and comply, in a timely
manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in
connection with any agreement. 
 Operations. Maintain executive and management personnel with substantially the same qualifications
and experience as the present executive and management personnel; 








					
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 Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such
investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal,
state, or local law, rule, regulation, order or directive, at or affecting collateral. 
 Compliance with Governmental Requirements.
Comply with all laws, ordinances, and regulations or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including
without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender
in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to
protect Lender’s interest. 
 Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all
Collateral for the Loan or Loans and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to
such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense. 
 Compliance Certificates. If requested by Lender, provide Lender at least annually, with a certificate executed by Borrower’s chief financial officer, or other officer or person acceptable to Lender, certifying that the
representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. 
 Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a
result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after
receipt thereof a copy of any notice summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in
connection with any environmental activity where there is alleged damage to the environment and/or other natural resources. 
 Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably
request to evidence and secure the Loans and to perfect all Security Interests. 
 LENDER’S EXPENDITURES. If any action or proceeding is
commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay
when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the indebtedness and, at
Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance
policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity. 
 NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, with out the prior written consent of Lender: 
 Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this
Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, except as allowed as Permitted Liens (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber the Collateral
(except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender. 
 Continuity of
Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its
name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only
so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to Its shareholders from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of
Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure. 
 Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur
any obligation as surety or guarantor other than in the ordinary course of business. This paragraph is limited to any transaction or group of transactions which in the aggregate exceeds $5,000,000. 
 Agreements. Borrower will not enter any agreement containing any provisions which would be violated or breached by the performance of
Borrower’s obligations under this Agreement or in connection herewith. 
 CESSATION OF ADVANCES. If Lender has made any commitment to make any
Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender. 
 DEFAULT. Each of the
following shall constitute an Event of Default under this Agreement: 
 Payment Default. Borrower fails to make any payment within five
(5) days after the date when due under the Loan. 
 Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Agreement or in between Lender and Borrower. 








					
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	 	 BUSINESS LOAN AGREEMENT
 (Continued)
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 Environmental Default. Failure of any party to comply with or perform when due any term,
obligation, convenant or condition contained in any environmental agreement executed in connection with any Loan. 
 False Statements.
Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter. 
 Insolvency. The dissolution or termination of Borrower’s existence as a
going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy
or insolvency laws by or against Borrower. 
 Defective Collateralization. This Agreement or any of the Related Documents ceases to be
in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 
 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety
bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 
 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or
liability under, any Guaranty of the indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor’s estate to assume unconditionally the obligations arising under the guaranty in a manner
satisfactory to Lender, and, in doing so, cure any Event of Default. 
 Change in Ownership. Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower. See Addendum paragraph 2. 
 Adverse Change. A material adverse change
occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. 
 Right
to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured (and no
Event of Default will have occurred) if Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires
more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce
compliance as soon as reasonably practical. 
 EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in
this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or
disbursements), and, at Lender’s option, all indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency”
subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by
applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures
or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies. 
 OCCUPANCY. Borrower certifies that it will occupy at least 25% of the square footage of rentable property at all times during the term of the Loan. 
 FLOOD INSURANCE. Pursuant to federal statute, and as a condition to extending credit by Lender, Borrower is obligated to maintain adequate flood insurance if a building or any personal property securing this
loan is, or, during the life of this loan becomes located within a Special Flood Hazard Area (“SFHA”). The amount of flood insurance required must be equal to the lesser of the outstanding principal balance at the time the collateral lies
within a SFHA or the maximum limit of coverage available for the particular type of property under the National Flood Insurance Act of 1968 and the food Disaster Protection Act of 1973, as amended. 
 Furthermore, if Lender determines that the building or personal property securing this loan is not covered by flood insurance or is covered by flood insurance in an
amount less than required by law, Lender will notify Borrower that Borrower must obtain flood insurance, at Borrowers expense, in an adequate amount for the remaining term of the loan, or until such time as Lender determines the collateral does not
lie within a SFHA. If Borrower fails to obtain flood insurance within 45 days after Lender notification, then Lender shall purchase flood insurance on Borrowers behalf and may charge Borrower for the cost of premiums and fees incurred in
purchasing the insurance. 
 VERBAL AGREEMENTS. No party is relying upon any verbal statements, verbal representations, verbal assurances, or
verbal agreements of any other party or their representatives in executing this agreement. This agreement contains the entire agreement of the parties on all matters concerning or relating to the subject matter hereof, and there are no oral
agreements between the parties. 
 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: 
 Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 
 Attorneys’ Fees;
Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in
connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees
and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. 
 Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. 
 Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related
or unrelated to Lender. Lender may provide, without any limitation whatsoever, XXX 








					
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 relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with
respect to such matters. See Addendum paragraph 3. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the
purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation
interests. Borrower further waives all rights of offset that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce
Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of
any personal claims or defenses that Borrower may have against Lender. 
 Governing Law. This Agreement will be governed by, construed
and enforced in accordance with federal law and the laws of the State of California. This Agreement has been accepted by Lender in the State of California. 
 Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Santa Clara County, State of California. 
 No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s
right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver
of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 
 Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage
prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to
change the party’s address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by
Lender to any Borrower is deemed to be notice given to all Borrowers. 
 Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 
 Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word
“Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or
other financial accommodation to any of Borrower’s subsidiaries or affiliates. 
 Successors and Assigns. All covenants and
agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have
the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written consent of Lender. 
 Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or
other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making
of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated
in the manner provided above, whichever is the last to occur. 
 Time is of the Essence. Time is of the essence in the performance of
this Agreement. 
 DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as
the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the
meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: 
 Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

 Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or
modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. 
 Borrower. The word “Borrower” means Super Micro Computer, Inc. and includes all co-signers and co-makers signing the Note. See Addendum paragraph 4 
 Collateral. The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien
interest whatsoever, whether created by law, contract, or otherwise. 
 Environmental Laws. The words “Environmental Laws”
mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or
federal laws, rules, or regulations adopted pursuant thereto. 
 Event of Default. The words “Event of Default” mean any of
the events of default set forth in this Agreement in the default section of this 








					
	 Loan No: 510409824
	 	 BUSINESS LOAN AGREEMENT
 (Continued)
	 	Page 6

 GAAP. The word “GAAP” means generally accepted accounting principles. 

Grantor. The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security Interest. 
 Guarantor. The word “Guarantor” means any
guarantor, surety, or accommodation party of any or all of the Loan. 
 Guaranty. The word “Guaranty” means the guaranty from
Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 
 Hazardous Substances. The words
“Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 
 Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 
 Lender. The word “Lender” means Wachovia Commercial Mortgage, Inc., its successors and assigns. 
 Loan. The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial
accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. 
 Note. The word
“Note” means the Note executed by Super Micro Computer, Inc. in the principal amount of $4,275,000.00 dated April 22, 2004, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement. 
 Permitted Liens. The words “Permitted Liens” mean (1) liens and
security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers,
or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as
of the date of this Agreement, have been disclosed to and approved by the Lender in writing (including all renewals and extensions thereof; and (6) those liens and security interests which in the aggregate constitute an immaterial and
insignificant monetary amount with respect to the net value of Borrower’s assets. 
 Related Documents. The words “Related
Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Loan. 
 Security Agreement. The words “Security
Agreement” mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security
Interest. 
 Security Interest. The words “Security Interest” mean, without limitation, any and all types of collateral
security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment
trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. 
 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED April 22,
2004. 
 BORROWER: 
  

							
	SUPER MICRO COMPUTER, INC.	    		 	
				
	By:	 	 /s/ Charles J. Liang
	    	By:	 	 /s/ Wally Liaw

		 	Charles J. Liang, President of Super Micro Computer, Inc.	    		 	Wally Liaw, Secretary of Super Micro Computer, Inc.
			
	LENDER:	    		 	
			
	WACHOVIA COMMERCIAL MORTGAGE, INC.	    		 	
				
	By:	 	 [ILLEGIBLE]
	    		 	
		 	Authorized Signer	    		 	

 LASER PRO Lending, Var. 5.22.20.003 Copr. Harland Financial Solutions, Inc. 1997, 2004. All Rights
Reserved. - CA 








					
	 Loan No: 510409824
	 	 BUSINESS LOAN AGREEMENT
 (Continued)
	 	Page 7

 Addendum 
 This Addendum to the Business Loan Agreement between Super Micro Computer, Inc. (“Borrower”) and Wachovia Commercial Mortgage, Inc., (“Lender”) dated April XXX, 2004 (the “Agreement”)
incorporates by reference the following paragraphs into the body of the Agreement as specified in the Agreement: 
  

	 	1.	Page 2, Loan Fees, Charges and Expenses: Notwithstanding the foregoing, Lender may only release that confidential information which is reasonably required to
facilitate the assumption, and Lender shall otherwise take reasonable precautions to disclose the confidential information only to those persons who have actual need to review the same in connection with such assumption. 

  

	 	2.	Page 4, Change in Ownership: This provision does not apply to transfers of stock among family members made for purposes of estate planning, nor to transfers made in
furtherance of creating a publicly held corporation, including specifically stock transfers to underwriting investment bankers. 

  

	 	3.	Page 5, Consent to Loan Participation: Notwithstanding the foregoing, Lender may only release that information or knowledge which is reasonably required to facilitate
the loan participation, and Lender shall otherwise take reasonable precautions to disclose the information and knowledge only to those persons who have actual need to review the same in connection with such loan participation.


  

	 	4.	Page 5, Borrower: As of the date of this Loan, there are no co-signers and co-makers signing the Note. 

 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ADDENDUM TO THE AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS ADDENDUM IS DATED April XXX, 2004.

 BORROWER: 
  

							
	SUPER MICRO COMPUTER, INC.	    		 	
				
	By:	 	 /s/ Charles J. Liang
	    	By:	 	 /s/ Wally Liaw

		 	Charles J. Liang, President	    		 	Wally Liaw, Secretary
			
	LENDER:	    		 	
			
	WACHOVIA COMMERCIAL MORTGAGE, INC.	    		 	
				
	By:	 	  
	    		 	
		 	Authorized Signer