AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT

This Amendment No. 4 to Loan and Security Agreement (this “Amendment”) is dated as of February 6, 2012 (the “Amendment 4 Date”), and is entered into by and between Adept Technology, Inc., a Delaware corporation (the “Borrower”), and Silicon Valley Bank (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

Now, therefore, in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows:

“2.2    Overadvances. If, at any time, (X) the Dollar Equivalent of the aggregate outstanding principal amount of Advances exceeds the lesser of the Revolving Line and the Borrowing Base, or (Y) the sum of all Obligations under (i) this Agreement and (ii) the EXIM Loan Agreement exceeds $10,000,000, then Borrower shall immediately pay to Bank in cash such excess.”

“        (b)    EXIM Renewal Fee. A facility fee of $50,000 (the “EXIM Facility Fee”), which fee shall be fully earned, non-refundable, due, and payable on March 25, 2012”

“        (c)    Unused Revolving Line Facility Fee. A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to 0.50% per annum of the average unused portion of the Revolving Line, as determined by Bank. The unused portion of the Revolving Line, for the purposes of this calculation, equal the difference between (x) the Revolving Line amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balance of the Revolving Line outstanding. Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank's obligation to make loans and advances hereunder;”

“        (d)    Collateral Monitoring Fee. A monthly collateral monitoring fee of $850 per month (the “Collateral Monitoring Fee”) payable in arrears on the last calendar day of each month if there was any principal or interest outstanding under the Revolving Line during the month;”

“Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that may have superior priority to Bank's Lien in this Agreement). Borrower agrees that, unless otherwise agreed in writing signed by Bank and Borrower, the security interest granted herein by Borrower shall survive the termination of this Agreement and shall terminate only upon the termination of all Bank Services Agreements.”

“        (a)    Monthly, within 30 days after the last day of each month, a duly completed Transaction Report Signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date), provided that such Transaction Report shall be due weekly if there is any principal or interest outstanding under the Revolving Line”

“        (j)     monthly, as soon as available but no later than five days following Borrower's receipt of each, complete copies of all account statements for accounts maintained with Wells Fargo Bank.”

“            (ii)    Application of Payments. Subject to Section 9.4, Bank will apply proceeds of Borrower's Accounts received by Bank (the “Collections”) towards the Obligations and will turn over any excess amounts to the Borrower.”

(b)    Minimum Quarterly EBITDA. Measured as of the end of each fiscal quarter indicated below, aggregate EBITDA for such fiscal quarter of not less than the following:

 

“8.10    Guaranty. (a) Any Guarantor's guaranty of any Obligations terminates or ceases for any reason to be in full force and effect (other than as a result of the Anticipated Liquidations); (b) any Guarantor does not perform any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.4, 8.5, 8.7, or 8.8. occurs with respect to any Guarantor, (d) the liquidation, winding

up, or termination of existence of any Guarantor (other than as part of the Anticipated Liquidations); or (e) (i) a material impairment in the perfection or priority of Bank's Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the business, operation, condition (financial or otherwise), or the prospect of repayment of the Obligations occurs with respect to any Guarantor.”

“        (c)    for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to 105% of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d)    terminate any FX Contracts;”

“12.8    Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements, and the obligation of Borrower in Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.“

“12.11    Termination Prior to Revolving Line Maturity Date. This Agreement may be terminated by Borrower as provided in Section 2.1.1(b). Notwithstanding any termination of this Agreement, Bank's lien and security interest in the Collateral shall continue until Borrower fully satisfies its Obligations and until the termination of all Bank Services Agreements. If this Agreement is terminated at Borrower's election or at Bank's election due to the occurrence and continuance of an Event of Default, Borrower shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to one percent (1.0%) of the Revolving Line, provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Bank.”

““Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base, in either case minus (b) the Dollar Equivalent of the outstanding principal balance of any Advances (including EXIM Advances).”

““Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank's various agreements related thereto (each, a “Bank Services Agreement”).”

““Bank Services Agreement” is defined in the definition of Bank Services.”

““Business Day” is any day that is not a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other governmental action to close, except that if any determination of a “Business Day” shall relate to a FX Contract, the term “Business Day” shall mean a day on which dealings are carried on in the country of settlement of the applicable Foreign Currency.”

““Credit Extension” is any Advance, EXIM Advance, or any other extension of credit by Bank for Borrower's benefit under this Agreement.”

““EXIM Facility Fee” is defined in Section 2.4(b).”

““FX Contract” is is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date.”

““Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.”

““Liquidity” means, on any date, (1) Domestic Cash plus (2) the Availability Amount then available to Borrower.”

““Loan Documents” are, collectively, this Agreement, the EX-IM Loan Documents, the Perfection Certificates, the IP Agreement, any Bank Services Agreements, any note, or notes or guaranties executed by Borrower or any Guarantor, any other present or future agreement between Borrower or any Guarantor (or among any Guarantors) for the benefit of Bank (whether or not in connection with this Agreement), all as amended, restated, or otherwise modified.”

““Obligations” is Borrower's obligation to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, any interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and the performance of Borrower's duties under the Loan Documents.”

““Perfection Certificate” means each original Perfection Certificate delivered by Borrower or a Guarantor to Bank as described in Section 5.1 of the Loan Agreement or in connection with such Guarantor's delivery of documentation to Bank causing such Subsidiary to become a guarantor of the Obligations as provided in Section 6.13 of this Agreement, as updated by each additional Perfection Certificate delivered by Borrower or such Guarantor to Bank, and accepted by Bank, prior to February 6, 2012, and the Perfection Certificates of Borrower and Guarantors delivered to Bank in accordance with, and accepted by Bank to satisfy the conditions precedent in, Section 5 of that certain Amendment No. 1 to Loan and Security Agreement dated as of February 6, 2012, that amends the EX-IM Loan Agreement.”

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Loan and Security Agreement to be executed as of the Amendment Date.

By:    /s/ Lisa M. Cummins_____     

Printed Name:     Lisa M. Cummins         

Title:     Senior Vice President, Finance &

This Reaffirmation of Unconditional Secured Guaranty (Amendment No. 4) is entered into as of February 6, 2012, by the undersigned guarantors (the “Guarantors”) in favor of Silicon Valley Bank (“Bank”).

Now, therefore, for valuable consideration, receipt of which is acknowledged, Guarantors hereby agree as follows:

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IN WITNESS WHEREOF, the parties hereto have caused this Reaffirmation of Unconditional Secured Guaranty (Amendment No. 4) to be executed as of the date first noted above.

TO:        Silicon Valley Bank                    Date:                 

FROM:     Adept Technology, Inc.

The undersigned authorized officer of Adept Technology, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement dated as of May 1, 2009, by and between Borrower and Bank (as amended, the “Agreement”), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; 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, (4) Borrower, and each of its Subsidiaries, has timely filed 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 except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that the financial statements included within these documents are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.