TRIPATH TECHNOLOGY INC.
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT is entered into as of July 12, 2002, by and between
COMERICA BANK - CALIFORNIA (“Bank”) and TRIPATH TECHNOLOGY INC. (“Borrower”).
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to
Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower
will repay the amounts owing to Bank.
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION .
1.1 Definitions . As used in this Agreement, the following terms shall have the following
“Accounts” means all presently existing and hereafter arising accounts, contract rights,
and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without
limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or
not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all
merchandise returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing.
“Advance” or “Advances” means a cash advance or cash advances under the Revolving
“Affiliate” means, with respect to any Person, any Person that owns or controls directly
or indirectly such Person, any Person that controls or is controlled by or is under common control with such
Person, and each of such Person’s senior executive officers, directors, and partners.
“Bank Expenses” means all: reasonable costs or expenses (including reasonable
attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, administration, and
enforcement of the Loan Documents; reasonable Collateral audit fees; and Bank’s reasonable attorneys’ fees and
expenses incurred in amending, enforcing or defending the Loan Documents (inclu