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DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6                                                                                               Silicon Valley Bank                                                                                        U.S. Small Business Administration                                       Paycheck Protection Program                                                 Note                                                               SBA Loan No.                                          2187547208                       SBA Loan Name        Borrower                                      Legal Name   AVIAT NETWORKS INC                                DBA                                                                     Date                                                  4/21/2020                       Loan Amount          $ 5911000                       Interest Rate        1.0% per annum                        Borrower                                              AVIAT NETWORKS INC                       Operating Company    Not applicable                        Lender               Silicon Valley Bank                                     1. PROMISE TO PAY.             In  return  for  the  Loan,  Borrower  promises  to  pay  to  the  order  of  Lender the  amount  of             $   5911000                                                                                                                  Dollars, interest on the unpaid principal            balance, and all other amounts required by this Note.             2. DEFINITIONS.             “Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.              “CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.             “Guarantor” means each person or entity that signs a guarantee of payment of this Note.             “Loan” means the loan evidenced by this Note.             “Loan Documents” means  the  documents  related  to  this  loan  signed  by  Borrower,  any  Guarantor, or            anyone who pledges collateral.              “Paycheck Protection Program” means loan program created by Section 1102 of the CARES Act.                                                   1      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6             “Per Annum” means for a year deemed to be comprised of 360 days.             “SBA” means the Small Business Administration, an Agency of the United States of America.             3. PAYMENT TERMS: Borrower must make all payments at the place Lender designates. The payment               terms for this Note are:                           A.    Conditions Precedent to Disbursement of Loan Proceeds.                   Before the funding of the Loan, the following conditions must be satisfied:                   1. Lender has approved the request for the Loan.                   2.  Lender has received approval from SBA to fund the Loan.             B.    No Payments During Deferral Period. There shall be no payments due by Borrower during the six-                 month period beginning on the date of this Note (the “Deferral Period”).  However, during the                  Deferral Period interest will accrue at the Interest Rate on the unpaid principal balance computed                  on the basis of the actual number of days elapsed in a year of 360 days.              C.    Principal and  Interest Payments.  Commencing  one month  after the expiration  of  the  Deferral                  Period,  and  continuing  on  the  same  day  of  each  month  thereafter  until  the  Maturity  Date,                  Borrower  shall  pay  to Lender monthly  payments of principal and  interest,  each  in  such  equal                  amount required to fully amortize the principal amount outstanding on the Note on the last day                  of the Deferral Period by the Maturity Date.             D.    Maturity Date. On the date which is twenty-four (24) months from the date of this Note (the                  “Maturity Date”), Borrower shall pay to Lender any and all unpaid principal plus accrued and                  unpaid interest plus interest accrued during the Deferral Period.  This Note will mature on the                  Maturity Date.             E.    Not a Business Day. If any payment is due on a date for which there is no numerical equivalent in                  a particular calendar month then it shall be due on the last day of such month. If any payment is                  due on a day that is a Saturday, Sunday or any other day on which California chartered banks are                  authorized to be closed, the payment will be made on the next business day.             F.    Payment Allocation. Payments shall be allocated among principal and interest at the discretion of                  Lender  unless  otherwise  agreed  or  required  by  applicable  law (including  the  CARES  Act).                  Notwithstanding,  in  the  event  the  Loan,  or  any  portion  thereof,  is  forgiven  pursuant  to  the                  Paycheck  Protection  Program  under  the  federal  CARES  Act,  the  amount  so  forgiven  shall  be                  applied to principal.             F.    Prepayments. Borrower may prepay this Note at any time without payment of any penalty or                  premium.                                                                                         2      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6             G.    Borrower Certifications.                   Borrower certifies to Lender as follows:                   1.    Current  economic  uncertainty  makes  this  Loan  necessary  to  support  the  ongoing                        operations of Borrower.                   2.    Loan funds will be used by Borrower to retain its workers and maintain its payroll or make                        its mortgage payments, lease payments, and utility payments.                   3.    For the  period  beginning  on  February  15,  2020  and  ending  on  December  31,  2020,                        Borrower did not receive, and agrees it will not apply for or receive, another loan under                        the Paycheck Protection Program.                   4.    Borrower was in operation on February 15, 2020 and (i) had employees for whom it paid                        salaries and payroll taxes or (ii) paid independent contractors as reported on a 1099-Misc.                   5.    Borrower has reviewed and understands Sections 1102 and 1106 of the CARES Act and                        the related guidelines and has completed the Application, including Borrower’s eligibility                        in conformity with those provisions.                   6.    Borrower has taken its “affiliates” (as defined by the SBA) into account when determining                        the number of employees and the total amount of loans permitted under the Paycheck                        Protection Program.                   7.    Borrower is a small business concern or is otherwise eligible to receive a covered loan.                   8.    The  person  who has completed and  signed  the application,  this  Note  and  the  Loan                        Documents has been validly authorized by Borrower to enter into borrowings on behalf                        of Borrower.             H.    Agreements.             Borrower  understands  and  agrees,  and  waives  and  releases  Lender, its  affiliates  and  their  respective            directors, officers, agents and employees, as follows:                   1.    The Loan will be made under the SBA’s Paycheck Protection Program. Accordingly, this                        Note and the other Loan Documents must be submitted to and approved by the SBA.                        There  is  limited  funding  available  under  the  Paycheck  Protection  Program  and                        accordingly, all applications submitted will not be approved by the SBA.                   2.    Lender is participating in the Payroll Protection Program to help businesses impacted by                        the economic impact from COVID-19.  However, Lender anticipates high volumes and                        there may be processing delays and system failures along with other issues that interfere                        with  submission  of Borrower’s application  to  SBA.  Lender  does  not  represent  or                        guarantee that it will submit the application while SBA funding remains available under                        the  Payroll  Protection  Program or  at  all.  Borrower  hereby agrees that  Lender  is  not                        responsible or liable to Borrower or any of its affiliates (i) if the Lender does not submit                        Borrower’s application  to  the  SBA  until  after the  date  that SBA  stops  approving                                                   3      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6                         applications under  the  Paycheck  Protection  Program,  for  any  reason  or  (ii)  if  the                        application is not processed by Lender.  Borrower forever releases and waives any claims                        against Lender, its affiliates and their respective directors, officers, agents and employees                        concerning failure to obtain the Loan.  This release and waiver applies to, but is not limited                        to, any  claims  concerning  Lender’s  (i)  pace,  manner  or  systems  for  processing  or                        prioritizing  applications,  or  (ii)  representations  by  Lender  regarding  the  application                        process, the Paycheck Protection Program, or availability of funding.  This agreement to                        release and waiver supersedes any prior communications, understandings, agreements                        or communications on the issues set forth herein.                   3.    Forgiveness of the Loan is only available for principal that is used for the limited purposes                        that expressly qualify  for  forgiveness  under  SBA  requirements,  and  that  to  obtain                        forgiveness, Borrower must request forgiveness from the Lender, provide documentation                        in  accordance  with  the  SBA  requirements,  and  certify  that  the  amounts  Borrower  is                        requesting to be forgiven qualify under those requirements.  Borrower also understands                        that Borrower shall remain responsible under the Loan for any amounts not forgiven, and                        that interest payable under the Loan will not be forgiven, but that the SBA may pay the                        Loan interest on forgiven amounts.                   4.    Forgiveness of the Loan is not automatic and Borrower must request forgiveness of the                        Loan  from  Lender.  Borrower  is  not  relying  on  Lender  for  its  understanding  of  the                        requirements  for  forgiveness  such  as  eligible  expenditures,  necessary                        records/documentation, or possible reductions due to changes in number of employees                        or compensation.  Borrower agrees that will consult the SBA’s program materials and                        consult with its own counsel regarding the criteria forgiveness.                   5.    The Loan Documents are subject to review, and Borrower may not receive the Loan. The                        Loan also remains subject to availability of funds under the SBA’s Payment Protection                        Program, and to the SBA issuing an SBA loan number.                   6.    Borrower's liability under this Note will continue with respect to any amounts SBA may                        pay Bank based on an SBA guarantee of this Note. Any agreement with Bank under which                        SBA  may  guarantee  this  Note  does  not  create  any  third  party  rights  or  benefits  for                        Borrower and, if SBA pays Bank under such an agreement, SBA or Bank may then seek                        recovery from Borrower of amounts paid by SBA.                   7.    Lender reserves the right to modify the Note Amount based on documentation received                        from Borrower.                   8.    Borrower’s execution of this Note has been duly authorized by all necessary actions of its                        governing body. The person signing this Note is duly authorized to do so on behalf of                        Borrower.                   9.    This  Note  shall  not  be  governed  by  any  existing  or  future  credit  agreement  or  loan                        agreement  with  Lender.  The  liabilities  guaranteed  pursuant  to  any  existing  or  future                        guaranty  in  favor  of  Lender  shall  not  include  this  Note.  The  liabilities  secured  by  any                        existing or future security instrument in favor of Lender shall not include the Loan.                                                    4      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6                   10.   The proceeds of the Loan will be used to retain workers and maintain payroll or make                        mortgage interest payments, lease payments, and utility payments, as specified under                        the  Paycheck  Protection  Program  Rule.   Borrower understands that  if  the  funds  are                        knowingly used for unauthorized purposes, the federal government may hold Borrower                        legally liable, such as for charges of fraud.              Electronic Execution of Loan Documents.             The  words  “execution,”  “signed,”  “signature”  and  words  of  like  import  in  this  Note  and  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.             4. DEFAULT:             Borrower is in default under this Note if Borrower does not make a payment when due under this Note,            or if Borrower or Operating Company:                A. Fails to do anything required by this Note and other Loan Documents;                B. Defaults on any other loan with Lender;                 C. Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;                D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender                  or SBA;                E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to                  Lender or SBA;                F. Defaults  on  any  loan  or agreement  with  another  creditor,  if Lender  believes  the  default  may                  materially affect Borrower’s ability to pay this Note;                G. Fails to pay any taxes when due;                H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;                I. Has a receiver or liquidator appointed for any part of their business or property;                J. Makes an assignment for the benefit of creditors;                K. Has any adverse change in financial condition or business operation that Lender believes may                  materially affect Borrower’s ability to pay this Note;                L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without                  Lender’s prior written consent; or                                                    5      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6                M. Becomes  the  subject  of  a  civil  or  criminal  action  that  Lender  believes  may  materially  affect                  Borrower’s ability to pay this Note.             5. LENDER’S RIGHTS IF THERE IS A DEFAULT.             Without notice or demand and without giving up any of its rights, Lender may:                A. Require immediate payment of all amounts owing under this Note;                B.  Collect all amounts owing from any Borrower or Guarantor;                 C. File suit and obtain judgment.                D. Take possession of any Collateral; or                 E. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without                  advertisement.             6. LENDER’S GENERAL POWERS.             Without notice and without Borrower’s consent, Lender may:                 A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;                 B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any                  other Loan Document, and preserve or dispose of the Collateral. Among other things, the                  expenses may include payments for property taxes, prior liens, insurance, appraisals,                  environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs                  such expenses, it may demand immediate repayment from Borrower or add the expenses to the                  principal balance;                 C. Release anyone obligated to pay this Note;                 D. Compromise, release, renew, extend or substitute any of the Collateral; and                 E. Take any action necessary to protect the Collateral or collect amounts owing on this Note.             7. WHEN FEDERAL LAW APPLIES; GOVERNING LAW; FORUM SELECTION.             When  SBA  is  the  holder, this  Note will be  interpreted  and  enforced  under  federal  law,  including  SBA            regulations.  Lender or SBA may use state or local procedures for filing papers, recording documents,            giving notice, foreclosing liens, and other purposes.  By using such procedures, SBA does not waive any            federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not            claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or            preempt federal law.                                                    6      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6             8. SUCCESSORS AND ASSIGNS.             Under this Note, Borrower and Operating Company includes its successors, and Lender includes its            successors and assigns.             9. GENERAL PROVISIONS.                   A. All individuals and entities signing this Note are jointly and severally liable.                    B. Borrower waives all suretyship defenses.                   C. Borrower must sign all documents necessary at any time to comply with the Loan Documents                     and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral.                   D. Lender may exercise any of its rights separately or together, as many times and in any order                     it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.                     E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written                     terms of this Note.                   E. If any part of this Note is unenforceable, all other parts remain in effect.                   F. To the extent allowed by law, Borrower waives all demands and notices in connection with                     this Note, including presentment, demand, protest, and notice of dishonor. Borrower also                     waives any defenses based upon any claim that Lender did not obtain any guarantee; did not                     obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the                     fair market value of Collateral at a sale.             10. STATE-SPECIFIC PROVISIONS:             If the SBA is not the holder, this Note shall be governed by and construed in accordance with the laws of            the State of California where the main office of Lender is located. MATTERS REGARDING INTEREST TO BE            CHARGED  BY  LENDER  AND  THE  EXPORTATION  OF  INTEREST  SHALL  BE  GOVERNED  BY  FEDERAL  LAW            (INCLUDING WITHOUT LIMITATION 12 U.S.C. SECTIONS 85 AND 1831(u) AND THE LAW OF THE STATE OF            CALIFORNIA. Borrower agrees that any legal action or proceeding with respect to any of its obligations            under this Note may be brought by Lender in any state or federal court located in the State of California,            as Lender in its sole discretion may elect. Borrower submits to and accepts in respect of its property,            generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower waives any claim            that the State of California is not a convenient forum or the proper venue for any such suit, action or            proceeding. The extension of credit that is the subject of this Note is being made by Lender in California.                                                                                         7      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential 





 






DocuSign Envelope ID: 9074B210-C1B3-431F-9E0F-1609F7E1ACF6             11. BORROWER’S NAME(S) AND SIGNATURE(S).             BORROWER CERTIFIES THAT THE INFORMATION PROVIDED IN THIS APPLICATION AND THE INFORMATION            PROVIDED  IN ALL  SUPPORTING  DOCUMENTS  AND  FORMS  IS  TRUE  AND  ACCURATE  IN  ALL  MATERIAL            RESPECTS. BORROWER UNDERSTANDS THAT KNOWINGLY MAKING A FALSE STATEMENT TO OBTAIN A            GUARANTEED LOAN FROM SBA IS PUNISHABLE UNDER THE LAW, INCLUDING UNDER 18 USC 1001 AND            3571 BY IMPRISONMENT OF NOT MORE THAN FIVE YEARS AND/OR A FINE OF UP TO $250,000; UNDER            15 USC 645 BY IMPRISONMENT OF NOT MORE THAN TWO YEARS AND/OR A FINE OF NOT MORE THAN            $5,000;  AND,  IF  SUBMITTED  TO  A  FEDERALLY  INSURED  INSTITUTION,  UNDER  18  USC  1014  BY            IMPRISONMENT OF NOT MORE THAN THIRTY YEARS AND/OR A FINE OF NOT MORE THAN $1,000,000.             By signing below, each individual or entity becomes obligated under this Note as Borrower.            Funds will be credited to your Deposit             Account Number ending in:                                            BORROWER:             3864                                             By:                                                 Name: Eric  Chang                                             Title: Authorized Signer                                              Date: 4/21/2020                                                                8      SBA Form 147 (06/03/02) Version 4.1                                             SVB Confidential