This LOAN AND SECURITY AGREEMENT (this "Agreement") dated December ___, 2001 between
SILICON VALLEY BANK ("Bank") and Lantronix, Inc., UNITED STATES SOFTWARE
CORPORATION, LIGHTWAVE COMMUNICATION, INC. and SYNERGETIC MICRO SYSTEMS,
INC. (jointly and severally referred to herein as the "Borrower"), provides the terms on which Bank will lend to
Borrower and Borrower will repay Bank. The parties agree as follows:
1. ACCOUNTING AND OTHER TERMS
Accounting terms not defined in this Agreement will be construed following GAAP. Calculations and
determinations must be made following GAAP. The term "financial statements" includes the notes and schedules.
The terms "including" and "includes" always mean "including (or includes) without limitation" in this or any Loan
Document. Capitalized terms in this Agreement shall have the meanings set forth in Section 13.
2. LOAN AND TERMS OF PAYMENT
2.1 Credit Extensions. Borrower will pay Bank the unpaid principal amount of all Credit Extensions and interest
on the unpaid principal amount of the Credit Extensions.
2.1.1 Revolving Advances.
(a) Bank will make Advances not exceeding (i) the Committed Revolving Line, minus (ii) all amounts for services
utilized under the Cash Management Services Sublimit, minus (iii) the amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit), and minus (iv) the FX Reserve. Amounts borrowed under
this Section may be repaid and reborrowed during the term of this Agreement.
(b) To obtain an Advance, Borrower must notify Bank by facsimile or telephone by 12:00 p.m. Pacific time on
the Business Day the Advance is to be made. Borrower must promptly confirm the notification by delivering to
Bank the Payment/Advance Form attached as Exhibit B. Bank will credit Advances to Borrower's deposit
account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or
his or her designee or without instructions if the Advances are necessary to meet