EX-10.11



 Exhibit 10.11 

MEZZANINE LOAN AND SECURITY AGREEMENT 

THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 5, 2015 (the “Effective
Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OOMA, 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: 
  

	 	1	ACCOUNTING AND OTHER TERMS 

 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	LOAN AND TERMS OF PAYMENT 

  

	 	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	Term Loan Advances. 

 (a) Availability. Subject to the terms and conditions
of this Agreement, Bank shall make one (1) advance (the “Term A Loan Advance”) available to Borrower in the amount of Five Million Dollars ($5,000,000) on the Effective Date. Subject to the terms and conditions of this
Agreement, during the Draw Period, Bank shall make advances (each, a “Term B Loan Advance” and collectively, the “Term B Loan Advances”) available to Borrower in an aggregate amount of up to Five Million Dollars
($5,000,000). Each Term B Loan Advance shall be in a minimum amount of at least One Million Dollars ($1,000,000). The Term A Loan Advance and the Term B Loan Advances are hereinafter referred to singly as the “Term Loan Advance” and
collectively as the “Term Loan Advances.” The aggregate amount of all Term Loan Advances shall not exceed Ten Million Dollars ($10,000,000) (the “Maximum Term Loan Amount”). After repayment, no Term Loan Advance may
be reborrowed. 
 (b) Interest Period. Commencing on the first Payment Date of the month following the month in which the
Funding Date for the applicable Term Loan Advance occurs and continuing on each Payment Date thereafter, Borrower shall make monthly payments of interest, in arrears, on the principal amount of each Term Loan Advance at the rate set forth in
Section 2.2(a). 
 (c) Repayment. All outstanding principal and accrued and unpaid interest with respect to the Term Loan
Advances, and all other outstanding Obligations with respect to the Term Loan Advances, are due and payable in full on the Term Loan Maturity Date. 







 (d) Permitted Prepayment of Term Loan Advances. Borrower shall have the option to prepay
all, but not less than all, of the Term Loan Advances advanced by Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to prepay the Term Loan Advances at least ten (10) days prior to such
prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal plus accrued and unpaid interest, (B) the applicable Prepayment Premium (if any), and (C) all other sums, if any, that shall have become due
and payable, including interest at the Default Rate with respect to any past due amounts. 
 (e) Mandatory Prepayment Upon an
Acceleration. If the Term Loan Advances are accelerated following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of: (i) all outstanding principal plus
accrued and unpaid interest, (ii) the applicable Prepayment Premium (if any), plus (iii) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts. 

 

	 	2.2	Payment of Interest on the Credit Extensions. 

 (a) Interest Rate. Subject
to Section 2.2(b), the principal amount outstanding for each Term Loan Advance shall accrue interest at a fixed per annum rate equal to eleven percent (11.0%), which interest shall be payable monthly in accordance with Section 2.2(c)
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 percent (5.0%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless the Bank otherwise elects from time to time in its sole discretion to impose a smaller
increase. Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate
applicable to the Obligations. 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. 
 (c) Payment; Interest Computation; 360-Day Year. Interest is payable monthly on
the Payment Date and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Pacific time on any day shall be deemed received at the opening of
business on the next Business Day, and (ii) the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is
made, such day shall be included in computing interest on such Credit Extension. 
  

	 	2.3	Fees. Borrower shall pay to Bank: 

 (a) Commitment Fee. A fully earned,
non-refundable commitment fee of Thirty-Seven Thousand Five Hundred Dollars ($37,500), on the Effective Date; 
 (b) Term B Loan Advance
Commitment Fee. A fully earned, non-refundable fee of Thirty-Seven Thousand Five Hundred Dollars ($37,500), which shall be payable on the Funding Date of the initial Term B Loan Advance or any portion thereof (the “Term B Loan Advance
Commitment Fee”); 

  
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 (c) Prepayment Premium. The Prepayment Premium, when due hereunder; 

(d) Bank Expenses. All Bank Expenses incurred through and after the Effective Date, when due (or, if no stated due date, upon demand by
Bank); and 
 (e) Fees Fully Earned. Unless otherwise provided in this Agreement or in a separate writing by Bank, Borrower shall not
be entitled to any credit, rebate, or repayment of any fees earned by Bank pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder.
Bank may deduct amounts owing by Borrower under the clauses of this Section 2.3 pursuant to the terms of Section 2.4(c). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the
terms of the clauses of this Section 2.3. 
  

	 	2.4	Payments; Application of Payments; Debit of Accounts. 

 (a) All payments to be
made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. 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 shall be due the next Business Day, and additional fees or interest, as applicable,
shall continue to accrue until paid. 
 (b) Bank has the exclusive right to determine the order and manner in which all payments with respect
to the Obligations may be applied. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when
any such allocation or application is not specified elsewhere in this Agreement. 
 (c) Bank may debit any of Borrower’s deposit
accounts maintained with Bank, including the Designated Deposit Account, for principal and interest payments or, after prior notice to Borrower, any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off. 

 

	 	3	CONDITIONS OF LOANS 

  

	 	3.1	Conditions Precedent to Initial Credit Extension. 

 Bank’s obligation to make
the initial Credit Extension is subject to the condition precedent that Bank shall have received, 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: 

  
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 (a) delivery of the Second Amendment and satisfactory completion of all conditions precedent
thereto; 
 (b) duly executed original signatures to the Loan Documents; 

(c) duly executed original signatures to the Control Agreement(s); 

(d) the Operating Documents and long-form good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of
Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date; 

(e) duly executed original signatures to the completed Borrowing Resolutions for Borrower; 

(f) certified copies, dated as of a recent date, of financing statement searches, as Bank may request, accompanied by written evidence
(including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 

(g) the Perfection Certificate of Borrower, together with the duly executed original signature thereto; 

(h) a landlord’s consent in favor of Bank for each of Borrower’s leased locations by the respective landlord thereof, together with
the duly executed original signatures thereto; 
 (i) a bailee’s waiver in favor of Bank for each location where Borrower maintains
property with a third party, by each such third party, together with the duly executed original signatures thereto; 
 (j) evidence
reasonably satisfactory to Bank that the insurance policies and endorsements required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and
cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and 
 (k) payment of the fees and Bank Expenses then due
as specified in Section 2.3 hereof. 
  

	 	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 conditions precedent: 
 (a) timely receipt of an
executed Payment/Advance Form; 

  
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 (b) the representations and warranties in this Agreement shall be true, accurate, and complete 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
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 this Agreement remain true,
accurate, and complete 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) in Bank’s sole but reasonable discretion made in good faith, there has not been any material impairment in the results of operation,
financial condition or the prospect of repayment of the Obligations as and when due, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. 

 

	 	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 precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made 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 the making of any Credit 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 Credit Extension set forth in this Agreement, to obtain a Credit Extension, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m.
Pacific time two (2) Business Days prior to the proposed Funding Date of the Credit Extension. 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 whom Bank believes is a Responsible Officer or designee. Bank shall credit the proceeds of a Credit Extension to
the Designated Deposit Account. Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which
have become due. 

  
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	 	4	CREATION OF SECURITY INTEREST 

  

	 	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 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 are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). 

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity
obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at the sole cost
and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. Notwithstanding the foregoing, in the event (x) all Obligations (other than inchoate indemnity obligations), except for Bank Services,
are satisfied in full, and (y) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank consistent with Bank’s then current practice for Bank
Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) if such Letters of Credit are denominated in Dollars, then at least one hundred
five percent (105%); and (ii) if such Letters of Credit are denominated in a Foreign Currency, then at least one hundred ten percent (110%), of the Dollar Equivalent of the face amount of all such Letters of Credit 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. 

Bank’s security interest in the assets of Borrower securing the Obligations of Borrower to Bank under this Agreement shall be junior and
subordinate to Bank’s security interest in the assets of Borrower securing the Obligations of Borrower to Bank under the Senior Loan Agreement. 
  

	 	4.2	Priority of Security Interest. 

 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 are permitted pursuant to the terms of this Agreement to 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. 

  
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	 	4.3	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. 
  

	 	5	REPRESENTATIONS AND WARRANTIES 

 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 previously 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) 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 of 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) conflict with, contravene, constitute a default or
breach under, or result in or permit the termination or acceleration of, 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. 

  
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	 	5.2	Collateral. 

 Borrower has good title to, 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 Collateral Accounts at or with any bank or financial institution other than Bank or Bank’s
Affiliates except for the Collateral Accounts described in the Perfection Certificate delivered to Bank in connection herewith and which Borrower has taken such actions as are necessary to give Bank a perfected security interest therein, pursuant to
the terms of Section 6.6(b). The Accounts are bona fide, existing obligations of the Account Debtors. 
 The Collateral with an
aggregate value in excess of Five Hundred Thousand Dollars ($500,000) is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall
be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. All Inventory that is to be sold in the ordinary course of business is in all material respects of good and marketable
quality, free from material defects. 
 Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for
(a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted
on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is
material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party
except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

  

	 	5.3	Litigation. 

 There are no actions or proceedings pending or, to the knowledge of
any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries that is reasonably likely to be adversely determined involving more than, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000).

  

	 	5.4	Financial Statements; Financial Condition. 

 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. 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. 

  
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	 	5.5	Solvency. 

 The fair salable value of Borrower’s consolidated assets
(including goodwill minus disposition costs) exceeds the fair value of Borrower’s 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 of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U
of the Federal Reserve Board of Governors). Borrower (a) has complied in all material respects with all Requirements of Law, and (b) has not violated any Requirements of Law the violation of which could 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 to the extent that failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s
business or impair Borrower’s performance of the Obligations. 
  

	 	5.7	Subsidiaries; Investments. 

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

	 	5.8	Tax Returns and Payments; Pension Contributions. 

 Borrower 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 to the extent such taxes are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 

To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any
material development in, the proceedings, and (ii) post bonds or take 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 

  
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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 to
fund its general business requirements and not for personal, family, household or agricultural purposes. 
  

	 	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 (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). 

 

	 	5.11	Definition of “Knowledge.” 

 For purposes of the Loan Documents, whenever a
representation or warranty is made to Borrower’s knowledge or awareness, to the “best of Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any
Responsible Officer. 
  

	 	6	AFFIRMATIVE COVENANTS 

 Borrower shall do all of the following: 

 

	 	6.1	Government Compliance. 

 (a) Maintain its and 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 reasonably be expected to have a material adverse effect on Borrower’s
business. 
 (b) Use commercially reasonable efforts to 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 provide copies of any such obtained Governmental Approvals to Bank. 

  
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	 	6.2	Financial Statements, Reports, Certificates. 

 Provide Bank with the following:

 (a) Monthly Financial Statements. As soon as available, but no later than forty-five (45) days after the last day of each
month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated and Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form
acceptable to Bank (the “Monthly Financial Statements”); 
 (b) Monthly Compliance Certificate. Within forty-five
(45) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance
with all of the terms and conditions of this Agreement, and setting forth such other information as Bank shall reasonably request; 
 (c)
Annual Audited Financial Statements. As soon as available, but no later than two hundred ten (210) 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. Notwithstanding the foregoing, Borrower shall deliver to Bank, on or
before February 28, 2015, its audited financial statements (i) for the fiscal year ended January 31, 2013, and (ii) for the fiscal year ended January 31, 2014. 

(d) Annual Projections. Balance sheet and income statement projections for the following fiscal year in a monthly or quarterly format
approved by Borrower’s Board of Directors consistent in form and detail with those provided to Borrower’s venture capital investors, as soon as available, but no later than seven (7) days after the approval thereof by Borrower’s
Board of Directors, and at least annually; 
 (e) SaaS Metrics. As soon as available, but no later than forty-five (45) days
after the last day of each month, SaaS based metrics certified by a Responsible Officer and in a form acceptable to Bank in its reasonable discretion; 

(f) Other Statements. Within five (5) days of delivery, copies of all statements, reports and notices made available to
Borrower’s security holders generally or to any holders of Subordinated Debt in their capacity as such; 
 (g) SEC Filings. In
the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any
Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the
extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link
thereto, on Borrower’s website on the Internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; 

  
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 (h) Legal Action Notice. A prompt report of any legal actions pending or threatened in
writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000) or more; 

(i) 409 Valuation Reports. As soon as available after completion, and at least annually, any 409A valuation report prepared by or at the
direction of Borrower; and 
 (j) Other Financial Information. Other financial information reasonably requested by Bank. 

 

	 	6.3	Inventory; Returns. 

 Keep all Inventory in good and marketable condition, free
from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and
claims that involve more than Five Hundred Thousand Dollars ($500,000). 
  

	 	6.4	Taxes; Pensions. 

 Timely file, and require each of its Subsidiaries to timely
file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except
for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Bank, after written 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. 
  

	 	6.5	Insurance. 

 (a) Keep its business and the Collateral insured for risks and in
amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not Affiliates of Borrower, and in
amounts that are satisfactory to Bank in its reasonable discretion. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee. All liability policies shall show, or have endorsements
showing, Bank as an additional insured. Bank shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral. 

(b) Ensure that proceeds payable under any property policy are, at Bank’s option, payable to Bank on account of the Obligations.
Notwithstanding the foregoing, (a) 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 up to Five Hundred Thousand Dollars ($500,000) in the
aggregate, toward the replacement or repair of destroyed or damaged property; provided that 

  
 12 








 
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 (b) 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.

 (c) At Bank’s request, Borrower shall deliver certified copies of insurance policies and evidence of all premium payments. Each
provider of any such insurance required under this Section 6.5 shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to Bank, that it will give Bank twenty (20) days prior written
notice before any such policy or policies shall be materially altered or canceled. If Borrower fails to obtain insurance as required under this Section 6.5 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 6.5, and take any action under the policies Bank deems prudent. 
  

	 	6.6	Operating Accounts. 

 (a) Maintain all of its and all of its
Subsidiaries’ operating, depository and securities accounts with Bank and Bank’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to maintain deposit accounts located outside the United States so long as the aggregate
amount of funds in all such accounts does not exceed the Dollar Equivalent of One Hundred Thousand Dollars ($100,000) on average per day during each month (the “Foreign Accounts”). In addition to the foregoing, after the occurrence
of an Initial Public Offering, Borrower may maintain securities accounts with banks and/or financial institutions (other than Bank and Bank’s Affiliates) described on the Perfection Certificate so long as (i) the aggregate amount of funds
in all such accounts does not exceed seventy-five percent (75%) of the dollar value of Borrower’s, its Subsidiaries’, and its parent’s accounts at all financial institutions, and (ii) Borrower, in its own name, maintains
cash and investments in accounts with Bank and Bank’s Affiliates in an amount equal to or greater than the Commitment Amount (the “Outside Accounts” and together with the Foreign Accounts, collectively, the “Permitted
Accounts”). 
 (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 which
Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) the Permitted Accounts, or (ii) 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. 

  
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	 	6.7	Protection and Registration of Intellectual Property Rights. 

 (a) (i) Protect,
defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to
materially and adversely affect the value of its Intellectual Property material to Borrower’s business; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the
public without Bank’s written consent (not to be unreasonably withheld). 
 (b) Provide written notice to Bank within ten
(10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is 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 (i) any Restricted License 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 Restricted License, whether now existing or entered into in the future, and (ii) 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. 
 (c) Prior to the occurrence of the IP Release Event, to the extent not already
disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or
(ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other
actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. Prior to the occurrence of the IP Release Event, if Borrower decides to register
any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least five (5) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy
of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its
good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such
intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Prior to the occurrence of the IP Release Event,
Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement
required for Bank to perfect and maintain a first priority perfected security interest in such property. 

  
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	 	6.8	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. 
  

	 	6.9	Access to Collateral; Books and Records. 

 Allow Bank, or its agents, to inspect
the Collateral and audit and copy Borrower’s Books. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections and
audits shall occur as often as Bank shall determine is necessary (or more frequently as Bank shall determine conditions warrant, in its sole discretion). The foregoing inspections and audits shall be at Borrower’s expense, and the charge
therefor shall be Eight Hundred Fifty Dollars ($850) per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Bank
schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall
pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. 

 

	 	6.10	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. 
  

	 	7	NEGATIVE COVENANTS 

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

	 	7.1	Dispositions. 

 Convey, sell, lease, transfer, assign, or otherwise dispose of
(collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out, surplus or
obsolete Equipment that is, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the ordinary course of business of Borrower; (c) consisting of Permitted Liens and Permitted Investments;
(d) consisting of the sale or issuance of any stock of Borrower permitted under Section 7.2 of this Agreement; (e) consisting of Borrower’s use or transfer of money or Cash Equivalents in the ordinary course of its business for
the payment of ordinary course business expenses in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents; and (f) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business. 

  
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	 	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; or (c) (i) terminate
its Key Person unless a replacement for such Key Person is approved by Borrower’s Board of Directors, including a majority of those members of the Board of Directors who are not employees of Borrower as of the date of such approval, within one
hundred twenty (120) days of the date of resignation or termination of such Key Person; 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 forty-nine percent (49%) 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, private equity or strategic investors so long as Borrower identifies to Bank the venture capital, private equity or strategic investors at least seven (7) Business Days prior to the closing
of the transaction and provides to Bank a description of the material terms of the transaction). 
 Borrower shall not, without at least ten
(10) 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 Five Hundred Thousand Dollars ($500,000) in Borrower’s assets
or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee at a location other than to a bailee and at a location already disclosed in the
Perfection Certificate, (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. If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Five Hundred Thousand Dollars ($500,000) to a bailee, and Bank and such bailee are not already parties to a bailee
agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and
substance reasonably satisfactory to Bank. Borrower shall use reasonable business efforts to obtain a bailee acknowledgment for the three (3) California locations listed in the Perfection Certificate (i.e., Alom, FedEx and Equinix). 

 

	 	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 (including, without limitation, by the formation of any
Subsidiary), except for acquisitions by Borrower where (a) total consideration including cash and the value of any non-cash consideration (other than capital stock of Borrower), for all such transactions does not in the aggregate exceed Two
Hundred Thousand Dollars ($200,000) in any fiscal year of Borrower for the assets acquired and on an ongoing basis; (b) such transactions are not otherwise prohibited by Section 7 of this Agreement; (c) no Event of Default has
occurred and is continuing or would exist after giving effect to the transactions; and (d) Borrower is the surviving legal entity. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 

  
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	 	7.4	Indebtedness. 

 Create, incur, assume, or be liable for any Indebtedness, or
permit any Subsidiary to do so, other than Permitted Indebtedness. 
  

	 	7.5	Encumbrance. 

 Create, incur, allow, or suffer any Lien on any of its property, or
assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein,
or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging,
pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens”
herein. 
  

	 	7.6	Maintenance of Collateral Accounts. 

 Maintain any Collateral Account except
pursuant to the terms of Section 6.6 hereof. 
  

	 	7.7	Distributions; Investments. 

 (a) Pay any dividends or make any distribution or
payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof,
(ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees, officers, directors or consultants pursuant to stock repurchase agreements so long as an Event of Default does not
exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed Five Hundred Thousand Dollars ($500,000) per fiscal year; or
(b) directly or indirectly make any Investment (including, without limitation, by the formation of any Subsidiary) other than Permitted Investments, or permit any of its Subsidiaries to do so. 

 

	 	7.8	Transactions with Affiliates. 

 Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an
arm’s length transaction with a non-affiliated Person. 
  

	 	7.9	Subordinated Debt. 

 (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount
thereof, provide for earlier or greater principal, interest, or other payments thereon, or adversely affect the subordination thereof to Obligations owed to Bank. 

  
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	 	7.10	Compliance. 

 Become an “investment company” or a company controlled by
an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation LI of the Board of Governors of the
Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with
the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit
any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation 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. 
  

	 	8	EVENTS OF DEFAULT 

 Any one of the following shall constitute an event of
default (an “Event of Default”) under this Agreement: 
  

	 	8.1	Payment Default. 

 Borrower fails to (a) make any payment of principal or
interest on any Credit Extension when due, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the
Term Loan Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period); 

 

	 	8.2	Covenant Default. 

 (a) Borrower fails or neglects to perform any obligation in
Sections 6.2, 6.4, 6.5, 6.6, 6.7(b), 6.10 or violates any covenant in Section 7; or 
 (b) Borrower fails or neglects to perform, keep,
or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant
or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent
attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to
attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Cure periods provided under this section
shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above; 

  
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 8.3   Investor Abandonment. The Bank determines in its good faith business
judgment that there is a lack of Investor Support, or Investor Support ceases to be provided to Borrower for any reason; 
  

	 	8.4	Attachment; Levy; Restraint on Business. 

 (a) (i) The service of process seeking
to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary), or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any Governmental
Authority, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions
shall be made during any ten (10) day cure period; or 
 (b) (i) any material portion of Borrower’s assets is attached, seized,
levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting all or any material part of its business; 

 

	 	8.5	Insolvency. 

 (a) Borrower is unable to pay its debts (including trade debts) as
they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and is not dismissed or stayed within forty-five (45) days (but no Credit
Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 
  

	 	8.6	Other Agreements. 

 There is, under any agreement to which Borrower or any
Guarantor is a party with a third party or parties (other than the Senior Loan Agreement), (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an
amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000); or (b) any breach or default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any
Guarantor’s business; 
  

	 	8.7	Judgments; Penalties. 

 One or more fines, penalties or final judgments, orders or
decrees for the payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance
carrier) shall be rendered against Borrower by any Governmental Authority, and the same are not, within ten (10) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded
pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the satisfaction, payment, discharge, stay, or bonding of such fine, penalty, judgment, order or
decree); 

  
 19 









	 	8.8	Misrepresentations. 

 Borrower or any Person acting for Borrower makes any
representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement
is incorrect in any material respect when made; 
  

	 	8.9	Subordinated Debt. 

 Any document, instrument, or agreement evidencing any
Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further
liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; or 
  

	 	8.10	Lien Priority. 

 There is a material impairment in the priority of Bank’s
security interest in the Collateral. 
  

	 	9	BANK’S RIGHTS AND REMEDIES 

  

	 	9.1	Rights and Remedies. 

 Upon the occurrence and during the continuance of an Event
of Default, Bank may, without notice or demand, do any or all of the following: 
 (a) declare all Obligations immediately due and payable
(but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank); 

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and
Bank; 
 (c) for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to at least one hundred five
percent (105%) of the Dollar Equivalent (or one hundred ten percent (110%) if the Dollar Equivalent is denominated in Foreign Currency) 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 Contract; 

  
 20 








 (e) verify the amount of, demand payment of and performance under, and collect any Accounts and
General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds;

 (f) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the
Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s
rights or remedies; 
 (g) apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) amount held by Bank
owing to or for the credit or the account of Borrower; 
 (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale,
advertise for sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade
names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this
Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit; 
 (i) place a “hold”
on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(j) demand and receive possession of Borrower’s Books; and 

(k) exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the
Code (including disposal of the Collateral pursuant to the terms thereof). 
  

	 	9.2	Power of Attorney. 

 Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or
bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust
all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit


  
 21 








 
Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all
Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates. 
  

	 	9.3	Protective Payments. 

 If Borrower fails to obtain the insurance called for by
Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document or which may be required to preserve the Collateral, Bank may obtain such
insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable
efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of
any Event of Default. 
  

	 	9.4	Application of Payments and Proceeds Upon Default. 

 If an Event of Default has
occurred and is continuing, Bank shall have the right to apply in any order any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the
Collateral, or otherwise, to the Obligations. Bank shall pay any surplus to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency. If Bank, in its
good faith business judgment, directly or indirectly, enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by
the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor. 
  

	 	9.5	Bank’s Liability for Collateral. 

 So long as Bank complies with reasonable
banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral;
(c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral. 

 

	 	9.6	No Waiver; Remedies Cumulative. 

 Bank’s failure, at any time or times, to
require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver
hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are
cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other
remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

  
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	 	9.7	Demand Waiver. 

 Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable. 

 

	 	10	NOTICES 

 All notices, consents, requests, approvals, demands, or other
communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after
deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after
deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address
indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 

 

			
	If to Borrower:		Ooma, Inc.
			1880 Embarcadero Road
			Palo Alto, California 94303
			Attn: Eric Stang
			Fax:
			Email: 
			Website URL:
		
	If to Bank:		Silicon Valley Bank
			901 Fifth Avenue, Suite 3900
			Seattle, Washington 98614
			Attn: Jim Ellison
			Telephone: 
			Fax: 
			E-mail: 


 11   CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE 

California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive
jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be 

  
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deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce
a judgment or other court order in favor of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of
personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and
other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in
accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS
AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. 
 WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO
WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be
decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure
Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the
jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among
others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and
all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such
party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial
proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may
enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the


  
 24 








 
action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall
limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and
enforceability of this paragraph. This Section 11 shall survive the termination of this Agreement. 
  

	 	12	GENERAL PROVISIONS 

  

	 	12.1	Termination Prior to Term Loan Maturity Date; 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 have been satisfied. So long as Borrower has satisfied the Obligations (other than inchoate
indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement, and any Obligations under Bank Services Agreements that are cash collateralized in accordance with Section 4.1 of this
Agreement), this Agreement may be terminated prior to the Term Loan Maturity Date by Borrower, effective three (3) Business Days after written notice of termination is given to Bank. Those obligations that are expressly specified in this
Agreement as surviving this Agreement’s termination shall continue to survive notwithstanding this Agreement’s termination. 
  

	 	12.2	Successors and Assigns. 

 This Agreement binds and is for the benefit of the
successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion). Bank has the right,
without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents
(other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant). Bank may elect to participate all or a portion of its interest under this Agreement to any Person, at no cost to Borrower and
in consultation with Borrower, provided, however, that if such Person is not a banking institution, financial institution or other lender in the primary business of making loans, Borrower must consent to such Person, which consent shall not be
unreasonably withheld or delayed (it being acknowledged by Borrower that Borrower’s consent is not required for a participation by WestRiver Mezzanine Loans, LLC, and that Bank has consulted with Borrower in connection with a participation by
WestRiver Mezzanine Loans, LLC). 
  

	 	12.3	Indemnification. 

 Borrower agrees to indemnify, defend and hold Bank and its
directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively,
“Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such
Indemnified Person as a result of, 

  
 25 








 
following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for
Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. This Section 12.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity
is given shall have run. 
 12.4 Time of Essence. 

Time is of the essence for the performance of all Obligations in this Agreement. 

12.5 Severability of Provisions. 

Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision. 

12.6 Correction of Loan Documents. 

Upon prior written notice to Borrower, Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the
agreement of the parties. 
 12.7 Amendments in Writing; Waiver; Integration. 

No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document,
shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement,
nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific
circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent
the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents
merge into the Loan Documents. 
 12.8 Counterparts. 

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, is an original, and all taken together, constitute one Agreement. 
 12.9 Confidentiality. 

In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or
purchasers of any interest in the  

  
 26 








 
Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as
required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan
Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not
include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after
disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information. 

Bank Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other uses
not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination of this Agreement. 

12.10 Attorneys’ Fees, Costs and Expenses. 

In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled
to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled. 

12.11 Electronic Execution of Documents. 

The words “execution,” “signed,” “signature” and words of like import in 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. 

12.12 Captions. 

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 

12.13 Construction of Agreement. 

The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases
of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 
 12.14
Relationship. 
 The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The
parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract. 

  
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 12.15 Third Parties. 

Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of
this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or
(c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 

12.16 Release of Intellectual Property. Upon the occurrence of the IP Release Event, provided that no Event of Default exists, the
Collateral set forth in Exhibit A hereto shall be deemed amended to simultaneously replace Exhibit A hereto in its entirety and inserting in lieu thereof Exhibit D attached hereto. Borrower has granted to the Bank
a continuing security interest in the assets described in Exhibit D at all times hereunder. At Borrower’s sole cost and expense, upon the occurrence of the JP Release Event, provided that no Event of Default exists, Bank shall
execute and deliver to Borrower all releases, amendments, terminations, and other instruments as may be necessary or proper to release its Liens in the Intellectual Property of Borrower, granted herein, including, without limitation, UCC financing
termination statements and appropriate filings with the U.S. Copyright Office or the U.S. Patent and Trademark Office. 
 12.17
Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of July 21, 2014 between Borrower and Bank, and
acknowledges, confirms and agrees (a) the disclosures and information above Borrower provided to Bank in said Perfection Certificate have not changed, as of the date hereof, except as set forth on Exhibit E, and (b) Borrower
agrees that all references in this Agreement to “Perfection Certificate” shall hereinafter be deemed to refer to such Perfection Certificate, as amended as set forth on Exhibit E. 

13 DEFINITIONS 

13.1 Definitions. 

As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not
exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized
terms have the following meanings: 
 “Account” is any “account” as defined in the Code with such
additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. 

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may
hereafter be made. 

  
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 “Affiliate” is, with respect to any Person, each other Person that owns
or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a
limited liability company, that Person’s managers and members. 
 “Agreement” is defined in the preamble
hereof. 
 “Bank” is defined in the preamble hereof. 

“Bank Entities” is defined in Section 12.9. 

“Bank Expenses” are all reasonable audit fees and expenses, costs, and expenses (including reasonable attorneys’
fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with
respect to Borrower in connection with the Loan Documents. 
 “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. 
 “Borrower” is defined in the preamble hereof. 

“Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns,
records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

“Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of
directors (and, if required under the terms of such Person’s Operating Documents, stockholders) and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby,
together with a certificate executed by its secretary or assistant secretary on behalf of such Person certifying (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is
a party, (b) that set forth as a part of or attached as an exhibit to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by
such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents, including any Credit Extension request, on behalf of such Person, together with a sample of the true
signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate. 

  
 29 








 “Business Day” is any day that is not a Saturday, Sunday or a day on
which Bank is closed. 
 “Cash Equivalents” means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its
creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue; and
(d) money market funds at least ninety five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition. 

“Claims” is defined in Section 12.3. 

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of
California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article
or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by
the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

“Collateral” is any and all properties, rights and assets of Borrower described on (a) prior to the occurrence of
the IP Release Event, Exhibit A, and (b) on and after the occurrence of the IP Release Event, Exhibit D. 

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account. 

“Commitment Amount” means the sum of (a) (i) the aggregate outstanding principal balance of any Advances (as
defined in the Senior Loan Agreement), plus (ii) the unused Availability Amount (as defined in the Senior Loan Agreement), plus (b) (i) the Maximum Term Loan Amount, less (ii) dollar-for-dollar, the principal portion of any Term
Loan Advances repaid by Borrower to Bank. 
 “Commodity Account” is any “commodity account” as
defined in the Code with such additions to such term as may hereafter be made. 
 “Compliance Certificate” is
that certain certificate in the form attached hereto as Exhibit B. 
 “Contingent Obligation” is,
for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly
guaranteed, endorsed, co made,  

  
 30 








 
discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person;
and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency
exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which
the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support
arrangement. 
 “Control Agreement” is any control agreement entered into among the depository institution at which
Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of
the Code) over such Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights” are any and
all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

 “Credit Extension” is any Term Loan Advance or any other extension of credit by Bank for Borrower’s
benefit under this Agreement. 
 “Default Rate” is defined in Section 2.2(b). 

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Designated Deposit Account” is the multicurrency account denominated in Dollars,
account number xxxxxx819, maintained by Borrower with Bank. 
 “Dollar Equivalent” is, at any time,
(a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the
then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency. 

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United
States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States. 

“Draw Period” means the period of time commencing upon the occurrence of the Revenue Event and continuing through the
earlier to occur of (a) the Draw Period End Date, or (b) an Event of Default. 
 “Draw Period End
Date” means January 5, 2016. 

  
 31 








 “Effective Date” is defined in the preamble hereof. 

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be
made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations. 

“Event of Default” is defined in Section 8. 

“Exchange Act” is the Securities Exchange Act of 1934, as amended. 

“Foreign Accounts” is defined in Section 6.6(a). 

“Foreign Currency” means lawful money of a country other than the United States. 

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a
Business Day. 
 “FX Contract” 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. 

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the date of determination. 
 “General
Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income
and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise),
insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind. 

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate,
accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization. 

  
 32 








 “Guarantor” is any present or future guarantor of the Obligations.

 “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services,
such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

 “Indemnified Person” is defined in Section 12.3. 

“Initial Public Offering” is the initial, underwritten offering and sale of Borrower’s common stock to the public
pursuant to an effective registration statement under the Securities Act of 1933, as amended. 
 “Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its
creditors, or proceedings seeking reorganization, arrangement, or other relief. 
 “Intellectual Property”
means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: 
 (a) its
Copyrights, Trademarks and Patents; 
 (b) any and all trade secrets and trade secret rights, including, without limitation, any rights to
unpatented inventions, know-how, operating manuals; 
 (c) any and all source code; 

(d) any and all design rights which may be available to such Person; 

(e) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and 

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as
is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other
securities), and any loan, advance or capital contribution to any Person. 

  
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 “Investor Support” means it is the clear intention of Borrower’s
investors, taken as a whole, to continue to fund Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable. 

“IP Release Event” means, provided no Event of Default exists, confirmation by Bank that an Initial Public Offering
has occurred. 
 “IP Security Agreement” means that certain Intellectual Property Security Agreement executed
and delivered by Borrower to Bank dated as of the Effective Date, as may be amended, modified or restated from time to time. 

“Key Person” is each of Borrower’s Chief Executive Officer, who is Eric Stang as of the Effective 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. 
 “Lien” is a claim, mortgage, deed of
trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property. 

“Liquidity Event” means any of the following: (a) a sale or other disposition by Borrower of all or substantially
all of its assets; (b) a merger or consolidation of Borrower into or with another person or entity, where the holders of Borrower’s outstanding voting equity securities as of immediately prior to such merger or consolidation hold less than
a majority of the issued and outstanding voting equity securities of the successor or surviving person or entity as of immediately following the consummation of such merger or consolidation; (c) any sale, in a single transaction or series of
related transactions, by the holders of Borrower’s outstanding voting equity securities, to one or more buyers, of such securities, where such holders do not, as of immediately following the consummation of such transaction(s), continue to hold
at least a majority of Borrower’s issued and outstanding voting equity securities; or (d) the occurrence of an Initial Public Offering. 

“Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and any other
documents related to this Agreement, the Perfection Certificate, the Warrant, any Bank Services Agreement, the IP Security Agreement (but only prior to the IP Release Event), any subordination agreement, any note, or notes or guaranties executed by
Borrower or any Guarantor, and any other present or future agreement by Borrower and/or any Guarantor with or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified. 

“Maximum Term Loan Amount” is defined in Section 2.1.1(a).  

“Monthly Financial Statements” is defined in Section 6.2(a). 

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, fees, Bank Expenses, the
Term B Loan Advance Commitment Fee, the Prepayment Premium, and other amounts Borrower owes Bank now or later, whether under this Agreement, the other  

  
 34 








 
Loan Documents (other than the Warrant), or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and =drawn
letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform
Borrower’s duties under the Loan Documents (other than the Warrant). 
 “Operating Documents” are, for any Person,
such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and,
(a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its
partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto. 

“Outside Accounts” is defined in Section 6.6(a). 

“Patents” means all patents, patent applications and like protections including without limitation improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 
 “Payment/Advance
Form” is that certain form attached hereto as Exhibit C. 
 “Payment Date” means the
first (1st) calendar day of each month. 
 “Perfection Certificate” is defined in Section 5.1.

 “Permitted Indebtedness” is: 

(a) Borrower’s Indebtedness to Bank under this Agreement, the Senior Loan Agreement, and the other Loan Documents; 

(b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 

(c) Subordinated Debt; 
 (d)
unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness to banks and other financial
institutions (other than Bank or Bank’s Affiliates) under credit card merchant services agreements arising in the ordinary course of Borrower’s business in an aggregate principal amount not to exceed Six Hundred Thousand Dollars
($600,000); 
 (f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; 

  
 35 








 (g) Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition
of “Permitted Liens” hereunder; and 
 (h) extensions, refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be. 

“Permitted Accounts” is defined in Section 6.6(a). 

“Permitted Investments” are: 

(a) Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate; 

(b) (i) Investments consisting of Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended
from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Bank; 
 (c)
Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower; 

(d) Investments consisting of deposit accounts in which Bank has a perfected security interest; 

(e) Investments accepted in connection with Transfers permitted by Section 7.1; 

(f) Investments consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction permitted by Section 7.3
of this Agreement, which is otherwise a Permitted Investment; 
 (g) Investments (i) by Borrower in Subsidiaries not to exceed Five
Hundred Thousand Dollars ($500,000) in the aggregate in any fiscal year and (ii) by Subsidiaries in other Subsidiaries or in Borrower; 

(h) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary
course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of
Directors; 
 (i) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or
suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and 

  
 36 








 (j) Investments consisting of notes receivable of, or prepaid royalties and other credit
extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (j) shall not apply to Investments of Borrower in any Subsidiary. 

“Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement, the Senior Loan Agreement,
and the other Loan Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and
payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations adopted thereunder; 
 (c) purchase money Liens and capital leases (i) on Equipment acquired or held by Borrower
incurred for financing the acquisition of the Equipment securing no more than Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to
the property and improvements and the proceeds of the Equipment; 
 (d) Liens of carriers, warehousemen, suppliers, or other Persons that are
possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings
which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 
 (e) Liens to secure payment of
workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any
extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; 

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the
ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to
another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein; 

(h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business; 

  
 37 








 (i) Liens arising from attachments or judgments, orders, or decrees in circumstances not
constituting an Event of Default under Sections 8.4 and 8.7; 
 (j) Liens in favor of other financial institutions arising in connection with
Borrower’s securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts as required by Section 6.6; 

(k) Liens in the form of security deposits maintained in China in favor of Borrower’s manufacturers and suppliers located in China to
secure Borrower’s ongoing purchase obligations with such manufacturers and suppliers provided that the aggregate amount of such security deposits outstanding at any time does not exceed One Million Two Hundred Thousand Dollars ($1,200,000);

 (l) Liens in favor of banks or other financial institutions (other than Bank or Bank’s Affiliates) on cash secured deposits in an
aggregate amount not to exceed Six Hundred Thousand Dollars ($600,000) to secure Indebtedness under credit card merchant services agreements arising in the ordinary course of Borrower’s business and referenced in clause (e) of the
definition of Permitted Indebtedness; and 
 (m) Liens in the form of security deposits in favor of Borrower’s landlords, provided that
the aggregate amount of such security deposits outstanding at any time does not exceed Three Hundred Thousand Dollars ($300,000). 

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company,
trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

“Prepayment Premium” shall be an additional fee payable to Bank in an amount equal to: 

(a) for a prepayment of a Term Loan Advance made on or prior to the first (1st) anniversary of the Funding Date of such Term Loan Advance,
two percent (2.0%) of the then outstanding principal amount of such Term Loan Advance as of the date immediately and prior to such prepayment; 

(b) for a prepayment of a Term Loan Advance made after the first (1st) anniversary of the Funding Date of such Term Loan Advance, but on
or prior to the second (2nd) anniversary of the Funding Date of such Term Loan Advance, one percent (1.0%) of the then outstanding principal amount of such Term Loan Advance as of the date immediately and prior to such prepayment; and 

(c) for a prepayment of a Term Loan Advance made after the second (2nd) anniversary of the Funding Date of such Term Loan Advance, but
prior to the Term Loan Maturity Date, zero percent (0.0%) of the then outstanding principal amount of such Term Loan Advances as of the date immediately and prior to such prepayment. 

  
 38 








 Notwithstanding the foregoing, Bank agrees to waive the Prepayment Premium (i) if
Bank closes on the refinance and re-documentation of the Term Loan Advances under another division of Bank (in its sole and exclusive discretion) prior to the Term Loan Maturity Date, or (ii) upon the occurrence of a Liquidity Event.

 “Registered Organization” is any “registered organization” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Requirement of Law” is as to any Person, the
organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, :in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject. 
 “Responsible Officer” is
any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower. 
 “Restricted
License” is 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 could interfere with the Bank’s right to sell any Collateral. 

“Revenue Event” means delivery by Borrower to Bank, on or prior to the Draw Period End Date, of evidence satisfactory
to Bank in Bank’s sole discretion, that Borrower (calculated on a consolidated basis with respect to Borrower and its Subsidiaries) has achieved net revenues determined in accordance with GAAP, calculated on a trailing twelve (12) month
basis, of at least Seventy Million Dollars ($70,000,000), as of the last day of any month calculated during the period commencing on December 31, 2014 through and including the Draw Period End Date. 

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental
Authority. 
 “Second Amendment” is defined in the definition of Senior Loan Agreement. 

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Senior Loan Agreement” is that certain Amended and Restated Loan and Security
Agreement between Bank and Borrower dated as of December 17, 2012, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement between Bank and Borrower dated as of July 21, 2014, and as further amended
by that certain Second Amendment to Amended and Restated Loan and Security Agreement (the “Second Amendment”) between Bank and Borrower dated as of January 5, 2015, as may be further amended, modified or restated from time to time.

 “Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or
hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank. 

  
 39 








 “Subsidiary” is, as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by
such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower. 

“Term A Loan Advance” is defined in Section 2.1.1(a). 

“Term B Loan Advance” and “Term B Loan Advances” are each defined in Section 2.1.1(a).

 “Term B Loan Advance Commitment Fee” is defined in Section 2.3(b). 

“Term Loan Advance” and “Term Loan Advances” are each defined in Section 2.1.1(a). 

“Term Loan Maturity Date” means the later to occur of (a) the date which is the thirty (30) month
anniversary of the Funding Date of the final Term B Loan Advance, or (b) January 5, 2018. 

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and
registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks. 

“Transfer” is defined in Section 7.1. 

“Warrant” means, collectively, (a) that certain Warrant to Purchase Stock dated as of the Effective Date between
Borrower and Bank, and (b) that certain Warrant to Purchase Stock dated as of the Effective Date between Borrower and WestRiver Mezzanine Loans, LLC, in each case as may be amended, restated, modified, or supplemented from time to time.

 [Signature page follows.] 

  
 40 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date. 
  

			
	BORROWER:
	
	COMA, INC.
		
	By:		 /s/ Spencer Jackson

	Name:		 Spencer Jackson

	Title		 VP and General Counsel

	
	BANK:
	
	SILICON VALLEY BANK
		
	By:		 /s/ Patrick Q. Scheper

	Name:		 Patrick Q. Scheper

	Title		 Vice President


 [Signature Page to Mezzanine Loan and Security Agreement] 

  








 EXHIBIT A — COLLATERAL DESCRIPTION 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures,
letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all
Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and
insurance proceeds of any or all of the foregoing. 

  
 Exh. A-1 








 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

			
	TO: SILICON VALLEY BANK	  	Date:                                     
                                         
               
	FROM: OOMA, INC.	  	

 The undersigned authorized officer of OOMA, INC. (“Borrower”) certifies that under the terms and
conditions of the Amended and Restated Loan and Security Agreement between Borrower and Bank (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 5.8 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 these 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. 
 Please indicate compliance status by circling Yes/No under “Complies” column. 

 

					
	 Reporting Covenants
	  	 Required
	  	Complies
	Monthly financial statements with Compliance Certificate	  	Monthly within 45 days	  	Yes No
			
	Annual financial statement (CPA Audited)	  	FYE within 210 days*	  	Yes No
			
	SaaS Metrics	  	Monthly within 45 days	  	Yes No
			
	Annual projections	  	Within 7 days of Board approval and at least annually	  	Yes No
			
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes No
			
	409 Valuation Report	  	As completed, but at least annually	  	Yes No
	
	*FYE 2013 and 2014 audited financial statements due on 2/28/2015.

 The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no
registrations, state “None”) 

  
 Exh. B-1 








 Other Matters 

 

					
	Have there been any amendments of or other changes to the capitalization table of Borrower as a result of any equity financing closings and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of
any such amendments or changes with this Compliance		Yes		No

 The following are the exceptions with respect to the certification above: (If no exceptions exist, state
“No exceptions to note.”) 
  

			
	OOMA, Inc 		BANK USE ONLY
		
	By:                                     
                                         
                       		Received
by:                                        
                                         
     
	Name:                                     
                                         
                   		AUTHORIZED SIGNER
	Title:                                     
                                         
                     		Date:                                     
                                         
                     
		
			Verified:                                    
                                         
                
			AUTHORIZED SIGNER
			Date:                                     
                                         
                       
		
			Compliance Status:    Yes    No


  
 Exh. B-2 








 EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME 

Fax
To:                                        
                                         
                                         
                                   Date:
                         
  

			
	LOAN PAYMENT:	  	OOMA, INC.
		
	From Account #                                  
                                         
                   	  	To Account #                                  
                                         
                 
	(Deposit Account #)	  	(Loan Account #)
		
	Principal $                                   
                                         
                          	  	and/or Interest $                                 
                                         
               
		
	Authorized Signature                                  
                                         
             	  	
Phone Number:                         
                                         
                 

		
	Print
Name/Title:                                       
                                         
             	  	

  

			
	LOAN ADVANCE:	  	
	
	Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.
	From Account #                                  
                                         
                   	  	To Account #                                  
                                         
                  
	(Deposit Account #)	  	(Loan Account #)
		
	Amount of Advance $                                
                                         
             	  	
	
	All Borrower’s representations and warranties in the Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; 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:
		
	Authorized Signature                                  
                                         
             	  	Phone Number:                                   
                                         
              
	Print
Name/Title:                                       
                                         
             	  	

  

			
	OUTGOING WIRE REQUEST:
	Complete only if all or a portion of funds from the loan advance above is to be wired.
	Deadline for same day processing is noon, Pacific Time
		
	Beneficiary Name:                                  
                                         
                	  	Amount of Wire: $                                 
                                         
            
	Beneficiary Bank:                                  
                                         
                 	  	Account Number:                                   
                                         
           
	City and State:                                  
                                         
                      	  	
		
	Beneficiary Bank Transit (ABA)
#:                                        
                            	  	Beneficiary Bank Code (Swift, Sort, Chip,
Etc.):                                        
     
		  	(For International Wire Only)
		
	Intermediary Bank                                  
                                         
                	  	Transit (ABA)
#:                                        
                                         
       
	For Further
Credit to:                                      
                                         
        	  	
	
	Special Instruction:                                
                                         
                                         
                                         
                                         
          
	
	By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreement(s) covering funds transfer
service(s), which agreements(s) were previously received and executed by me (us).
		
	Authorized Signature:                                  
                                         
           	  	2nd Signature (if required):                      
                                         
            
	Print
Name/Title:                                       
                                         
             	  	Print
Name/Title:                                       
                                         
        
	Telephone
#:                                        
                                         
                 	  	Telephone #:                                   
                                         
                  


  
 Exh. C-1 








 EXHIBIT D — COLLATERAL DESCRIPTION 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures,
letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all
Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and
insurance proceeds of any or all of the foregoing. 
 Notwithstanding the foregoing, the Collateral does not include any Intellectual
Property, URLS or domain names; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property, URLS or domain names. If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security
interest in the underlying Intellectual Property, URLS or domain names is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, URLS or domain names, then the Collateral shall
automatically, and effective as of the Effective Date, include the Intellectual Property, URLS or domain names to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that
are proceeds of the Intellectual Property, URLS or domain names. 
 Pursuant to the terms of a certain negative pledge arrangement with
Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent. 

  
 Exh. D-1 








 EXHIBIT E 

PERFECTION CERTIFICATE UPDATES 

The following Sections of the Perfection Certificate are hereby modified as set forth below. All other sections of the Perfection Certificate
remain unmodified and in full force and effect. 
 2. EQUITY-RELATED MATTERS. A summary capitalization table as of
January 31, 2014 is attached hereto as Exhibit A. 
 3. PARENT/SUBSIDIARIES OF THE COMPANY 

a. The legal name of each subsidiary and parent of the Company is as follows. (A “parent” is an entity directly owning more than 50%
of the outstanding capital stock of the Company. A “subsidiary” is an entity, 50% or more of the outstanding capital stock of which is directly owned by the Company.) 

 

					
	 Name
	  	 Subsidiary/Parent
	  	 Fed. Employer ID

	Talkatone, LLC	  	Sub x Parent  ̈	  	47-1237768
			
		  	Sub  ̈ Parent  ̈	  	
			
		  	Sub  ̈ Parent  ̈	  	

 b. The following is a list of the respective jurisdictions and dates of formation of the parent and each
subsidiary of the Company: 
  

					
	 Name
	  	 Jurisdiction
	  	 Date of Formation

	Talkatone, LLC	  	Delaware	  	April 29, 2014

 4. LOCATIONS OF COMPANY AND ITS SUBSIDIARIES 

c. The following are the names and addresses of all warehousemen, bailees, or other third parties who have possession of any of the
Company’s inventory, equipment, or other property or that of its subsidiaries: 

  
 Exh. E-1 










			
	To: Silicon Valley Bank	  	Addendum to Perfection Certificate

  


					
	 Name and complete mailing address of third party
	  	 Description of assets held with third party
including estimated FMV
	  	 Name of

Company/Subsidiary

	 MiTAC International Corp
 200 Wen Hua 2nd
Road
 Kuei San Hsiang
 Taoyuan, Taiwan
	  	Inventory; est FMV = $1,700k	  	Ooma, Inc.
			
	 S.Z. Hualin Electronic Precision Technology Co. Ltd.

4 Tian Cheng Rd
 Dalang Town, Boa An District

Shenzhen, P.R.C.
	  	Inventory; est FMV = $400k	  	Ooma, Inc.
			
	 FedEx Trade Networks Transport & Brokerage, Inc.

50 Cypress Ln
 Brisbane, CA 94005
	  	Inventory; est FMV = $5,670k	  	Ooma, Inc.
			
	 Universal Network Group
 35 New Road

Belize City, Belize
	  	Inventory; est FMV = $144k	  	Ooma, Inc.
			
	 Equinix
 255 Caspian Dr.

Sunnyvale, CA 94089
	  	Server equipment; est FMV = $200k	  	Ooma, Inc.
			
	 KENMEC Technology Inc.
 No. 2 East Taihu
Road, Wangshan
 Industry Park
 Wuzhong District

Suzhou, China
	  	Inventory; est FMV = $316k	  	Ooma, Inc.
			
	 Han Electronic & Marketing Inc.
 8F,-1,
No.59, Sec. 1, Zhonghue Rd Zhongzheng Dist
 Taipei City 10042

Taiwan
	  	Inventory; est FMV = $171k	  	Ooma, Inc.

 5. SPECIAL TYPES OF COLLATERAL. 

a. An updated copy of Schedule 5(a) is attached hereto as Exhibit B. 

b. As of December 26, 2014 the Company no longer maintains a depository account at Bridge Bank. 

  
 Exh. E-2