LOAN AND SECURITY AGREEMENT

Exhibit 10.10

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of the Effective Date between SILICON VALLEY BANK , a California corporation (“ Bank ”), and ARCA Discovery, Inc. , a Delaware corporation (“ Borrower ”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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.

2.1 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 Growth Capital Line A.

(a) Availability . Subject to the terms and conditions of this Agreement, during the GC Line A Draw Period, Bank shall make advances (each, a “ GC Line A Advance ” and, collectively, “ GC Line A Advances ”) not exceeding the Growth Capital Line A. After repayment, no GC Line A Advance may be reborrowed. GC Line A Advances made on or after the Effective Date and on or before December 31, 2007 are called “ GC Line A Tranche One Advances ,” and GC Line A Advances made after December 31, 2007 and on or before the last day of the GC Line A Draw Period are called “ GC Line A Tranche Two Advances .” If Borrower has not advanced all of Growth Capital Line A by the end of the GC Line A Draw Period, any such amounts not advanced as of such date shall be added to, and become part of the Growth Capital Line B.

(b) Repayment . The period of time commencing on the Effective Date and ending on the day immediately prior to the GC Line A Tranche One Amortization Start Date is called the “ GC Line A Tranche One Interest Only Period ,” and the period of time commencing on January 1, 2008 and ending on June 30, 2008 is called the “ GC Line A Tranche Two Interest Only Period .” During the GC Line A Tranche One Interest Only Period, Borrower will make monthly payments to Bank of accrued interest only on the outstanding principal amount of all GC Line A Tranche One Advances, and during the GC Line A Tranche Two Interest Only Period, Borrower will make monthly payments to Bank of accrued interest only on the outstanding principal amount of all GC Line A Tranche Two Advances. GC Line A Advances made and outstanding on July 31, 2007 are payable in thirty (30) consecutive equal monthly installments of principal and interest, beginning on the earlier of (i) the first day of the month following the date which is six months from the date of the first GC Line A Advance or (ii) July 1, 2008 (the “ GC Line A Tranche One Amortization Start Date ”) and ending on the GC Line A Tranche One Maturity Date (the “ GC Line A Tranche One Amortization Period ”). Any GC Line A Advances made after D 31, 2007 and outstanding on the last day of the GC Line A Draw Period are payable in thirty (30) consecutive equal monthly installments of principal and interest, beginning on July 1, 2008 (the “ GC Line A Tranche Two Amortization Start Date ”) and ending on the GC Line A Tranche Two Maturity Date (the “ GC Line A Tranche Two Amortization Period ”).

(c) Prepayment . At Borrower’s option, so long as an Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay without penalty or premium all, but not less than all, of Growth Capital Line A advanced by Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to exercise to prepay the Growth Capital Line A at least thirty (30) days prior to such prepayment, and (ii) pays, on the date of the prepayment (A) all accrued and unpaid interest with respect to all outstanding GC Line A Advances through the date the prepayment is made; (B) all unpaid principal with respect to all outstanding GC Line A Advances; and (C) all other sums, if any, that shall have become due and payable hereunder with respect to Growth Capital Line A.

2.1.2 Growth Capital Line B.

(a) Availability . Subject to the terms and conditions of this Agreement, during the GC Line B Draw Period, Bank shall make advances (each, a “ GC Line B Advance ” and, collectively, “ GC Line B Advances ”) not exceeding the Growth Capital Line B. After repayment, no GC Line B Advance may be reborrowed. GC Line B Advances made on or after the Milestone Achievement Date and on or before June 30, 2008 are called “ GC Line B Tranche One Advances ,” and GC Line B Advances made after June 30, 2008 and on or before the last day of the GC Line B Draw Period are called “ GC Line B Tranche Two Advances .”

(b) Repayment . The period of time commencing on the Milestone Achievement Date and ending on the day immediately prior to the GC Line B Tranche One Amortization Start Date is called the “ GC Line B Tranche One Interest Only Period ,” and the period of time commencing on July 1, 2008 and ending on December 31, 2008 is called the “ GC Line B Tranche Two Interest Only Period .” During the GC Line B Tranche One Interest Only Period, Borrower will make monthly payments to Bank of accrued interest only on the outstanding principal amount of all GC Line B Tranche One Advances, and during the GC Line B Tranche Two Interest Only Period, Borrower will make monthly payments to Bank of accrued interest only on the outstanding principal amount of all GC Line B Tranche Two Advances. GC Line B Advances made and outstanding on June 30, 2008 are payable in twenty-four (24) consecutive equal monthly installments of principal and interest, beginning on the earlier of (i) the first day of the month following the date which is six months from the date of the first GC Line B Advance or (ii) January 1, 2009 (the “ GC Line B Tranche One Amortization Start Date ”) and ending on the GC Line B Tranche One Maturity Date (the “ GC Line B Tranche One Amortization Period ”). Any GC Line B Advances made after June 30, 2008 and outstanding on the last day of the GC Line B Draw Period are payable in twenty-four (24) consecutive equal monthly installments of principal and interest, beginning on January 1, 2009 (the “ GC Line B Tranche Two Amortization Start Date ”) and ending on the GC Line B Tranche Two Maturity Date (the “ GC Line B Tranche Two Amortization Period ”).

(c) Prepayment . At Borrower’s option, so long as an Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay without penalty or premium all, but not less than all, of Growth Capital Line B advanced by Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to exercise to prepay the Growth Capital Line B at least thirty (30) days prior to such prepayment, and (ii) pays, on the date of the prepayment (A) all accrued and unpaid interest with respect to all outstanding GC Line B Advances through the date the prepayment is made; (B) all unpaid principal with respect to all outstanding GC Line B Advances; and (C) all other sums, if any, that shall have become due and payable hereunder with respect to Growth Capital Line B.

2.2 Payment of Interest on the Credit Extensions.

(a) Interest Rates . Subject to Section 2.2(b), the principal amounts outstanding under Growth Capital Line A and Growth Capital Line B, respectively, shall accrue interest at, during the GC Line A Tranche One Interest Only Period with respect to GC Line A Tranche One Advances, during the GC Line A Tranche Two Interest Only Period with respect to GC Line A Tranche Two Advances, during the GC Line B Tranche One Interest Only Period with respect to GC Line B Tranche One Advances, and during the GC Line B Tranche Two Interest Only Period with respect to GC Line B Tranche Two Advances, a floating per annum rate equal to the Prime Rate, which interest shall be payable monthly in accordance with Section 2.2(f) below. On the GC Line A Tranche One Amortization Start Date with respect to the GC Line A Tranche One Amortization Period, on the GC Line A Tranche Two Amortization Start Date with respect to the GC Line A Tranche Two Amortization Period, on the GC Line B Tranche One Amortization Start Date with respect to the GC Line B Tranche One Amortization Period, and on the GC Line B Tranche Two Amortization Date with respect to the GC Line B Tranche Two Amortization Period, the principal amounts outstanding under Growth Capital Line A and Growth Capital Line B, respectively, shall accrue interest at a per annum rate equal to the Prime Rate, which shall be fixed as of the GC Line A Tranche One Amortization Start Date the GC Line A Tranche Two Amortization Start Date, the GC Line B Tranche One Amortization Start Date, and the GC Line B Tranche Two Amortization Start Date, as the case may be, which interest shall be payable monthly in accordance with Section 2.2(f) below.

(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 above the rate that is otherwise applicable thereto (the “ Default Rate ”). Payment or acceptance of the increased interest rate provided in this Section 2.2(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.

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(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) 360-Day Year . 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) Payments . Unless otherwise provided, interest is payable monthly on the first calendar day of each month. 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 is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue.

2.3 Fees. Borrower shall pay to Bank:

(a) Commitment Fee . A fully earned, non-refundable commitment fee of $7,500.00 (which includes the Bank’s attorney’s fees for drafting and negotiating the initial Loan Documents), on the Effective Date; and

(b) Bank Expenses . All Bank Expenses (including reasonable attorneys’ fees and expenses but excluding the Bank’s attorney’s fees for drafting and negotiating the initial Loan Documents) incurred through and after the Effective Date, when due.

3.1 Conditions Precedent to Initial Credit Extension . Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Borrower shall consent to or shall have delivered, in form and substance satisfactory to 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 to which it is a party;

(b) duly executed original signatures to the completed Corporate Borrowing Certificate for Borrower, plus all exhibits thereto;

(c) good standing certificates/certificates of foreign qualification from the Secretaries of State of the States of Delaware and Colorado, dated no later than 30 days prior to the Effective Date.

(d) the Perfection Certificate executed by Borrower;

(e) a copy of its Investors’ Rights Agreement, Right of First Refusal and Co-Sale Agreement and Voting Agreement and any amendments thereto;

(f) evidence satisfactory to Bank that the insurance policies required by Section 6.4 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Bank; and

(g) payment of the fees and Bank Expenses then due as specified in Section 2.3 hereof.

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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:

(a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form;

(b) the representations and warranties in Section 5 shall be true 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 Default or 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 Section 5 remain true 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 Covenant to Deliver . Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition to any Credit Extension. Borrower expressly agrees that the extension of a Credit Extension 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 any such extension in the absence of a required item shall be in Bank’s sole discretion.

3.4 Procedures for Borrowing . Subject to the prior satisfaction of all other applicable conditions to the making of a GC Line A Advance or GC Line B Advance set forth in this Agreement, to obtain a GC Line A Advance or GC Line B Advance, as the case may be, 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 such GC Line A Advance or GC Line B 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 who Bank believes is a Responsible Officer or designee. Bank shall credit GC Line A Advances and GC Line B Advances to the Designated Deposit Account. Bank may make Advances GC Line A Advances or GC Line B Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the GC Line A Advances or GC Line B Advances are necessary to meet Obligations which have become due.

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. 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 those arising under the Warrants and inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than those arising under the Warrants and inchoate indemnity 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.

4.2 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 except as permitted hereunder.

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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 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) other than a reincorporation from Colorado into Delaware, completed in 2004, 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 in all material respects (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).

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 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 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 Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate and except for raw materials and inventory at off-site locations. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2, except for raw materials and inventory at off-site locations. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral, except for raw materials and inventory, to a bailee not listed on the Perfection Certificate, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, 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 would interfere with the Bank’s right to sell any Collateral. Borrower shall provide written notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement not noted on the Perfection Certificate (other than over-the-counter software that is

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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 (x) all such licenses or agreements 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 license or agreement, whether now existing or entered into in the future, and (y) 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.

5.3 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 One Hundred Thousand Dollars ($100,000).

5.4 No Material Deviation in Financial Statements . 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 as of the date of such financial statements. 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.

5.5 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.

5.6 Regulatory Compliance . Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations 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 would 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 except where failure to do so would not reasonably be expected to have a material adverse effect on its business or operations.

5.7 Subsidiaries; Investments . Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.8 Tax Returns and Payments; Pension Contributions . Borrower has timely filed or obtained extensions for filing 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 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.

5.9 Use of Proceeds . Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

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5.10 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 in light of the circumstances under which they were made (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).

Borrower shall do all of the following:

6.1 Government Compliance.

(a) Maintain its and, except as provided in Section 7.3, 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 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 upon request provide copies of any such obtained Governmental Approvals to Bank.

6.2 Financial Statements, Reports, Certificates . Deliver to Bank: (i) 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 Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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; (iii) within five (5) days of delivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt, (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; and (vi)   budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

6.3 Taxes; Pensions . Make, and cause each of its Subsidiaries to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5.8 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.

6.4 Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location 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 the sole lender loss payee and waive subrogation against Bank, and 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 endeavor to 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 copies of policies and evidence of all premium payments. So long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy toward

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the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.4 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 6.4, and take any action under the policies Bank deems prudent.

6.5 Operating Accounts.

(a) Maintain a majority of its and its Subsidiaries’ primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates.

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.

6.6 Protection of Intellectual Property Rights . Borrower shall: (a) protect, defend and maintain the validity and enforceability of the intellectual property material to Borrower’s business; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

6.7 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.

6.8 Warrants .

(a) At Closing, Borrower will issue Bank a Warrant to purchase up to 31,790 shares of its Series B Preferred Stock (the “ Initial Warrant ”), in the form attached hereto as Exhibit D , at a price per share equal to $2.43975.

(b) Thereafter, for every GC Line A Advance or GC Line B Advance that Bank makes to Borrower, Borrower will issue Bank an additional Warrant (each an “ Additional Warrant ” and together with the Initial Warrant, the “ Warrants ”), substantially in the same form as the Initial Warrant, for that number of shares of its Series B Preferred Stock, determined by multiplying the amount of Such GC Line A Advance or GC Line B Advance, as the case may be, by two percent (2.0%) and dividing such number by the most recent price per share at which the Series B Preferred Stock was sold by Borrower in an arms-length transaction, as may be adjusted for stock splits, dividends or the like. Each Additional Warrant shall be executed and delivered to Bank within ten (10) Business Days following such GC Line A Advance or GC Line B Advance.

6.9 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.

Borrower shall not do any of the following without Bank’s prior written consent:

7.1 Dispositions . Convey, sell, lease, transfer or otherwise dispose of (collectively, “ Transfer ”), or permit any of its Subsidiaries to Transfer, all or any substantial part of its business or property, except (a) for

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Transfers of Inventory in the ordinary course of business; (b) for Transfers of worn-out, surplus or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) for other Transfers which do not exceed One Hundred Thousand Dollars ($100,000) in any fiscal year, so long as an Event of Default does not exist at the time of such Transfer and would not exist after giving effect to such Transfer; and (f) for other Transfers contemplated by the exceptions to the covenants in Sections 7.7 or 7.8 .

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, except as to Subsidiaries, as permitted by Section 7.3; or (c) (i) have a change in its Chief Executive Officer, Chief Financial Officer or Chief Operating Officer (unless a replacement is approved by a majority of Borrower’s Board of Directors) 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 50% 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). 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 Fifty Thousand Dollars ($50,000) in Borrower’s assets or property), provided that Borrower may store raw materials and inventory at off-site locations without notice to Bank, (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.

7.3 Mergers or Acquisitions . 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. A Subsidiary may merge or consolidate into another