EX-10.13



 Exhibit 10.13 

MEZZANINE LOAN AND SECURITY AGREEMENT 

THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 24, 2014 (the
“Effective Date”) between SILICON VALLEY BANK (“Bank”), and XACTLY CORPORATION (“Parent”) and CENTIVE, INC. (together with Parent, “Borrower”), provides the
terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows: 
 RECITALS 

Borrower proposes to obtain credit from Bank, and Bank proposes to provide credit to Borrower, on the terms set forth in this Agreement. 

 

	 	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. 
 (a)
Availability. Subject to the terms and conditions of this Agreement, Bank agrees to make one advance to Borrower (the “Term Advance”) on the Effective Date, in an amount equal to Ten Million Dollars ($10,000,000). 

(b) Repayment. 
 (i)
Interest-Only Payments. Beginning November 1, 2014, Borrower shall make monthly payments of interest-only commencing on the first Business Day of each month and continuing thereafter, on the first Business Day of each successive month.

 (ii) Principal and Interest Payments. Borrower shall repay the entire principal amount of the Term Advance, plus all accrued and
unpaid interest, plus the Final Payment, plus any other amounts owing to Bank under this Agreement, on the Maturity Date. 
 (c)
Voluntary Prepayment. Borrower shall have the option to prepay the Term Advance in full, provided Borrower (i) shall provide written notice to Bank of its election to prepay the Term Advances at least three (3) Business Days prior
to such prepayment and (ii) pays, on the date of such prepayment, (a) all outstanding principal and accrued but unpaid interest, plus (b) the Prepayment Fee, plus (c) the Final Payment, plus (d) all other sums, including
Bank Expenses, if any, that shall have become due and payable. 
 (d) Mandatory Prepayment Upon an Acceleration. If the Term Advance
is 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 and accrued but unpaid interest, plus (ii) the
Final Payment, (iii) all other sums, including Bank Expenses, if any, that shall have become due and payable. In addition to the foregoing, Bank reserves the right to charge the Prepayment Fee in connection with a prepayment under this clause
(d) if Bank reasonably believes that Borrower has willfully caused an Event of Default for the purpose of avoiding payment of the Prepayment Fee. 

(e) Change of Control, IPO or Refinance. Borrower shall not be required to pay the Prepayment Fee in connection with a mandatory
prepayment made upon a Change of Control or a voluntary prepayment made promptly after Borrower completes an initial public offering or a refinancing with Bank and Wellington. 

2.2 [Intentionally omitted] 

2.3 Payment of Interest on the Credit Extensions. 

(a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding for the Term Advance shall accrue interest at a
fixed per annum rate equal to nine and one half percent (9.50%). 

  
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 (b) Default Rate. Immediately upon the occurrence and during the continuance of an Event
of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “Default Rate”) unless 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 2.3(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) Computation; 360-Day Year. In computing interest,
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. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed. 
 (d)
Debit of Accounts. Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank hereunder when due. Bank shall promptly notify
Borrower of such debits. These debits shall not constitute a set-off. 
 (e) Interest Payment Date. Unless otherwise provided,
interest is payable monthly on the last calendar day of each month. 
 (f) Payment; Interest Computation. Interest is payable monthly
on the last calendar day of each month. In computing interest on the Obligations, all Payments received after 12:00 p.m. Pacific time on any day shall be deemed received on the next Business Day. Bank shall not, however, be required to credit
Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its good faith business judgment, and Bank may charge Borrower’s Designated Deposit Account for the amount of any item of payment which is returned
to Bank unpaid. 
 2.4 Fees. Borrower shall pay to Bank: 

(a) Commitment Fee. A fully earned, non refundable commitment fee of Fifty Thousand Dollars ($50,000) on the Effective Date; 

(b) Final Payment. The Final Payment, when due hereunder; 

(c) Prepayment Fee. The Prepayment Fee, when due hereunder; and 

(d) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due; provided that Bank Expenses in connection with the negotiation and preparation of this Agreement and all legal fees and expenses in connection with the negotiation and preparation
of the Wellington Loan Agreement, through the Effective Date, shall not exceed $25,000 in the aggregate. 
 2.5 Payments; Application of
Payments. 
 (a) All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately
available funds in U.S. 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 shall apply the whole or any part of collected funds against the Term Advance or credit such collected funds to a depository account
of Borrower with Bank (or an account maintained by an Affiliate of Bank), as specified by Borrower; provided that upon the occurrence and during the continuance of an Event of Default, 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. 

 

	 	3	CONDITIONS OF LOANS 

 3.1 Conditions Precedent to Initial Credit Extension.
Bank’s obligation to make the Term Advance 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: 
 (a) duly executed original signatures to the Loan Documents; 

  
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 (b) [Intentionally Omitted.] 

(c) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State(s) of
Delaware and California, as of a date no earlier than thirty (30) days prior to the Effective Date; 
 (d) duly executed original
signatures to the Secretary’s Certificate with completed Borrowing Resolutions for Borrower; 
 (e) certified copies, dated as of a
recent date, of financing statement searches, as Bank shall 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; 
 (f) a copy of its Investors’ Rights Agreement
and any amendments thereto; 
 (g) evidence satisfactory to Bank that the insurance policies required by Section 6.7 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 

(h) payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof. 

3.2 Conditions Precedent to all Credit Extensions. Bank’s obligation to make the Term Advance is further subject to the following
conditions precedent: 
 (a) the representations and warranties in this Agreement shall be true, accurate, and complete in all material
respects on the Funding Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred
and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in 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 

(b) in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation,
financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. 

3.3 Post-Closing Conditions. 

(a) Borrower agrees to take all steps necessary to ensure that Parent has authorized a sufficient number of shares of Parent’s Series D-1
Preferred Stock to cover the exercise of the Warrant prior to the earliest of (i) the initial closing date of Parent’s next bona fide equity financing, (ii) the merger of Parent or sale of substantially all of its assets, and
(iii) November 30, 2014. 
 (b) Promptly following the authorization of such additional shares of Series D-1 Preferred Stock set
forth in clause (a) above (and in any case by November 30, 2014), Parent agrees to deliver an original duly executed Warrant in the form mutually agreed to by Bank and Parent, granting Bank the right to purchase 625,000 shares of Preferred
Stock of Parent. 
 3.4 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. 
 3.5
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of the Term Advance 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 on the 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 Credit Extensions
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.  
 If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower.
Notwithstanding the foregoing, in the event (a) all Obligations (other than inchoate indemnity obligations) are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein. 

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 may have superior priority to Bank’s Lien under this Agreement). If Borrower shall acquire a commercial tort claim,
Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to
be in form and substance reasonably satisfactory to Bank. 
 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 in violation of
this Agreement, by either Borrower or any other Person, may be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being
of an equal or lesser scope, or with greater detail, all in Bank’s discretion. 
  

	 	5	REPRESENTATIONS AND WARRANTIES 

 Borrower represents and warrants as follows: 

5.1 Due Organization; Authorization; Power and Authority. Borrower and each of its Subsidiaries are duly existing and in good standing
as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify
Bank of such occurrence and provide Bank with Borrower’s organizational identification number. 
 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) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the
default could reasonably be expected to have a material adverse effect on Borrower’s business. 
 5.2 Collateral. Borrower has
good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit
accounts with Bank, the deposit accounts, if any described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security
interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.  
 The Collateral is not in the
possession of any third party bailee (such as a warehouse) except as permitted pursuant to Section 7.2. 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. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral valued, individually or in the aggregate, in excess of One Hundred Thousand Dollars
($100,000) to a bailee , then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. 

  
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 All Inventory 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 other immaterial Intellectual Property licensed to Borrower, 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 in writing that any part of the Intellectual
Property violates the rights of any third party except to the extent such claim would not have a material adverse effect on Borrower’s business. 

Except as previously disclosed to Bank, 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 the Responsible Officers, threatened in writing by
or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Five Hundred Thousand Dollars ($500,000). 

5.4 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, except that unaudited financial statements may be subject to normal adjustments and need not contain footnotes.
There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank. 

5.5 Solvency. The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of
its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature. 

5.6 Regulatory Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment
company” under the Investment Company Act 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
has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business,
including, without limitation, laws, ordinances or rules promulgated by the Federal Communications Commission. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to
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 Governmental Authorities that are necessary to continue their respective businesses as currently conducted. 

5.7 Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted
Investments. 
 5.8 Tax Returns and Payments; Pension Contributions. Except as set forth on the Perfection Certificate (as
delivered to Bank on the Effective Date), Borrower has timely filed all required federal state, material foreign and material local tax returns and reports, and Borrower has timely paid all federal, state, material foreign and material local taxes,
assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently
instituted and conducted, (b) with respect to amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate, notifies Bank in writing of the commencement of, and any material development in, the proceedings, and
(c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any
claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred
compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which
could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

  
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 5.9 Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as
working capital, for general corporate purposes and 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 the Responsible Officers.

  

	 	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, the noncompliance with which could have a material adverse effect on Borrower’s business. 

(b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it
is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank. 

6.2 Financial Statements, Reports, Certificates. Deliver to Bank: 

(i) as soon as available, and in any event within thirty (30) days after the end of each month, monthly unaudited financial statements;

 (ii) within thirty (30) days after the end of each month a monthly Compliance Certificate signed by a Responsible Officer; 

(iii) within thirty (30) days after approved by Parent’s board of directors, annual operating budgets (including income statements,
balance sheets and cash flow statements, by quarter) for the upcoming or then current fiscal year of Parent, together with any related business forecasts used in the preparation of such annual operating budgets; 

(iv) as soon as available, and in any event within one hundred eighty (180) days following the end of Parent’s fiscal year, annual
audited financial statements certified by, and with an unqualified opinion of, independent certified public accountants acceptable to Bank; 

(v) within five (5) days of delivery, copies of all statements, reports and notices made available to any holders of Subordinated Debt;

 (vi) a prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result
in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000) or more; 

(vii) within thirty (30) days of completion, any 409A valuations of Parent; 

(viii) within forty five (45) days of the last day of each quarter, an updated capitalization table; provided that such capitalization
table shall only be required if there have been updates to the capitalization table most recently delivered to Bank; 
 (ix) in the event
that Borrower is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed
with the SEC or a link thereto on Borrower’s or another website on the Internet. Documents required to be delivered pursuant to this clause (ix) 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; and

 (x) prompt written notice of (i) any material change in the composition of the Intellectual Property in accordance with
Section 6.10(b), (ii) the registration of any Copyright (including any subsequent ownership right of Borrower in or to any Copyright), Patent or Trademark not previously disclosed to Bank in accordance with Section 6.10(b), or
(iii) Borrower’s knowledge of an event that materially adversely affects the value of the Intellectual Property. 

  
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 6.3 Intentionally Omitted. 

6.4 Intentionally Omitted. 

6.5 Taxes; Pensions; Withholding. Timely file, and require each of its Subsidiaries to timely file, all required federal, state,
material foreign and material local tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all federal, state, material foreign and material 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, on demand, appropriate certificates attesting to such payments, and pay all amounts
necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. 
 6.6
Access to Collateral; Books and Records. At reasonable times, on ten (10) days’ notice (provided no notice is required if an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the
Collateral and the right to audit and copy Borrower’s Books. Such inspections shall occur no more frequently than once per calendar year unless an Event of Default shall have occurred and be continuing. The foregoing inspections and audits
shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same) not to exceed Five Thousand Dollars ($5,000) per audit or
inspection, 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 (unless such audit is re-scheduled to occur within a reasonable timeframe), then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $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. 
 6.7 Insurance. 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 companies, and in amounts that are satisfactory to Bank. All
property policies shall have a lender’s loss payable endorsement showing Bank as a lender loss payee and waive subrogation against Bank. All liability policies shall include Bank as an additional insured. All policies (or their respective
endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling, materially amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies
and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be 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 Two Hundred Fifty Thousand Dollars ($250,000), in the aggregate per fiscal year (or such higher amount as Bank may consent to in writing), toward the
replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has
been granted a first priority security interest and (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. If Borrower fails to obtain insurance as required under this Section 6.7 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 6.7, and take any action under the policies Bank deems prudent. 
 6.8 Operating Accounts.

 (a) Maintain its and its Subsidiaries’ depository accounts, operating accounts and securities accounts with Bank and Bank’s
affiliates with all excess funds maintained at or invested through Bank or an affiliate of Bank; provided that the foregoing requirement shall not apply to Borrower’s Subsidiaries located in the United Kingdom and India. 

(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 

  
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written consent of Bank. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or
for the benefit of Borrower’s employees and identified to Bank by Borrower as such. 
 6.9 Financial Covenants. Borrower shall
comply with the following financial covenant: 
 Maximum Cumulative EBITDA Loss. Borrower’s EBITDA loss, measured
on a cumulative year-to-date basis as of the last day of each fiscal quarter, shall not exceed: 
  

					
	Fiscal Quarter	  	Maximum Cumulative EBITDA Loss	 
		
	 First Quarter 2015
	  	($	4,000,000	) 
		
	 Q1 and Q2 2015
	  	($	8,350,000	) 
		
	 Q1, Q2 and Q3 2015
	  	($	12,000,000	) 
		
	 Fiscal Year 2015
	  	($	14,000,000	) 

 First Quarter 2016 and thereafter to be determined by Bank based on receipt of Borrower’s
projections in accordance with Section 6.2. 
 6.10 Protection and Registration of Intellectual Property Rights. 

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing
of material infringements of its Intellectual Property; 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. 

(b) If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for
any of the foregoing, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall promptly provide written notice thereof to Bank in the next Compliance Certificate required to be delivered by Borrower to Bank and
shall execute such intellectual property security agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of
Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) 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. 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 necessary for Bank to perfect and maintain a first priority security interest in such property. 
 (c) 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. 
 6.11 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, 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. 
 6.12
Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement. Borrower shall deliver to Bank, within
five (5) days after the same are sent or received, copies of all correspondence, reports,  

  
 8 








 
documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have
a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. 
  

	 	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 or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet
geographical areas outside the United States; (e) permitted under Section 7.3 and 7.7; and (f) of other property having an aggregate value not to exceed Two Hundred Fifty Thousand Dollars ($250,000). 

7.2 Changes in Business, Management, Ownership Control, or Business Locations. (a) Engage in or permit any of its Subsidiaries, if
any, 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) have a change in senior management of
Parent such that any Key Person shall cease to hold such office, unless a replacement for such Key Person acceptable to the Parent’s board of directors is appointed within ninety (90) days following such Key Person’s departure from
such office; or (ii) enter into any transaction or series of related transactions in which the stockholders of Parent who were not stockholders immediately prior to the first such transaction own more than 45% of the voting stock of Parent
immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Parent’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the
venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction). 

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than One Hundred Thousand Dollars ($100,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate,
in excess of One Hundred Thousand Dollars ($100,000) to a bailee at a location other than 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
One Hundred Thousand Dollars ($100,000) 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 satisfactory to Bank in its sole discretion. 

Notwithstanding anything to the contrary contained herein, Borrower shall not permit Collateral having an aggregate value in excess of Two
Hundred Fifty Thousand Dollars ($250,000) to be located at offices and business locations (whether new or existing) unless Borrower has used commercially reasonable efforts to cause such landlords or bailees to enter into landlord agreements or
bailee agreements (as applicable) in favor of Bank and satisfactory to Bank in its sole discretion. 
 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, except
a Subsidiary may merge or consolidate into another Subsidiary or into Borrower. 
 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.
(a) 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, (b) permit
any Collateral not to be subject to the first priority security interest granted herein, except for Permitted Liens, or (c) 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 (i) in connection with transactions which are permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein, (ii) pursuant to a merger agreement where all Obligations will be
repaid in full upon the closing of such merger agreement, and (iii) in connection with in-licensed Intellectual Property with respect to such Intellectual Property. 

  
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 7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to
the terms of Section 6.8(b) 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; (iii) Borrower may repurchase the stock of former employees 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 such repurchase does not exceed in the aggregate of Two Hundred Fifty Thousand Dollars ($250,000) per fiscal year; (iv) Borrower may repurchase the stock of
former employees or consultants pursuant to stock repurchase agreements by cancellation of Indebtedness; and (v) Borrower may make payments in lieu of the issuance of fractional shares; or (b) directly or indirectly make any Investment
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 (i) 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; (ii) transactions between or among Borrower and its Subsidiaries in the ordinary course of business which are otherwise permitted by this
Agreement; (iii) compensation arrangements approved by Borrower’s board of directors; and (iv) equity and bridge financings with Borrower’s investors, so long as any such bridge financing constitutes Subordinated Debt.

 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 or adversely affect the
subordination thereof to Obligations owed to Bank. 
 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 U 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 non-exempt 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 on its due date, 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 Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default; 

8.2 Covenant Default. 

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10(b) or 6.10(c), 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 

  
 10 








 
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 to any covenants set forth in clause (a) above; 

8.3 Intentionally Omitted. 

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) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, 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); 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 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 not dismissed or stayed within thirty (30) days; 
 8.6 Other Agreements. (a) An event of default that is continuing
occurs under the Wellington Loan Agreement or the Senior Loan Agreement, or (b) there is, under any agreement to which Borrower is a party with a third party or parties, (i) 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 (ii) any default by Borrower, the result of which could have a
material adverse effect on Borrower’s business;  
 8.7 Judgments. One or more 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 and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay;

 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;
or 
 8.9 Subordinated Debt. Any subordination or intercreditor agreement related to Subordinated Debt (or similar provision
contained in 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, except in each case, as
may be permitted pursuant to the terms of such subordination or intercreditor agreement or provision (as applicable). 
  

	 	9	BANK’S RIGHTS AND REMEDIES 

 9.1 Rights and Remedies. While an Event
of Default occurs and continues 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) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank
considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account; 

(d) 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 

  
 11 








 
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; 
 (e)
apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower; 

(f) 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; 
 (g) 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; 

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

(i) 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 (other than inchoate indemnity
obligations) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, being coupled with
an interest, are irrevocable until all Obligations (other than inchoate indemnity 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 6.7 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, 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. If an Event of Default has occurred and is continuing, Bank may apply 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 in such order as Bank shall determine in its sole
discretion. Any surplus shall be paid to Borrower 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.


  
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 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.  

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 (collectively, “Communication”), other than the Term Advance request made pursuant to Section 3.5, by any party to this Agreement or any other Loan Document must be in writing and be delivered or sent by facsimile
at the addresses or facsimile numbers listed below. Bank or Borrower may change its notice address by giving the other party written notice thereof. Each such Communication 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, 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 or facsimile number indicated below. The Term Advance request made pursuant to Section 3.5 must be in writing and may be in the form of electronic mail, delivered to Bank by Borrower at the e-mail address of
Bank provided below and shall be deemed to have been validly served, given, or delivered when sent. Bank or Borrower may change its address, facsimile number, or electronic mail address by giving the other party written notice thereof in accordance
with the terms of this Section 10. 
  

			
	If to Borrower:		c/o Xactly Corporation
			225 West Santa Clara Street
			San Jose, CA 95113
			Fax:
		
	If to Bank:		Silicon Valley Bank
			2400 Hanover Street
			Palo Alto, CA 94304
			Fax:

  

	 	11	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER  

 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 California; provided, however, that nothing in this Agreement shall be 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 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREINABOVE, BANK SHALL SPECIFICALLY HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE BANK’S RIGHTS AGAINST BORROWER OR ITS PROPERTY. 

  
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 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 order 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 action or proceeding,
whether of fact or of law, and shall report a statement of decision thereon pursuant to the 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. 

 

	 	12	GENERAL PROVISIONS  

 12.1 Termination Prior to Maturity Date. Upon payment
in full of the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall release its liens and security interests in the Collateral and all rights therein shall revert to Borrower. 

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 thereof).  
 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, 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. 

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

  
 14 








 12.5 Correction of Loan Documents. Bank may correct patent errors and fill in any blanks
in the Loan Documents consistent with the agreement of the parties so long as Bank provides written notice of such correction and allows Borrower at least ten (10) days to object to such correction, in which case such correction shall be made
in accordance with Section 12.7 below. 
 12.6 Severability of Provisions. Each provision of this Agreement is severable
from every other provision in determining the enforceability of any provision. 
 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 Survival. All
covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by
their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. The obligation of Borrower in Section 12.3 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause
of action shall have run. 
 12.10 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 Credit Extensions (provided, however, Bank shall use commercially reasonable 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 after
disclosure to Bank through no fault of 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 the confidential information for reporting purposes and the development and distribution of databases and market
analyses so long as such confidential information is aggregated and anonymized prior to distribution, unless otherwise expressly prohibited by Borrower. The provisions of the immediately preceding sentence shall survive the termination of
this Agreement. 
 12.11 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Borrower and Bank arising out
of or relating to the Loan Documents, Bank 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. 

12.12 Right of Set Off. Borrower hereby grants to Bank, a lien, security interest and right of set off as security for all Obligations
to Bank, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank
subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation
of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

  
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 12.13 Captions. The headings used in this Agreement are for convenience only and shall not
affect the interpretation of this Agreement. 
 12.14 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. 

12.15 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. 

12.16 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. 

12.17 Borrower Liability. Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints
the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless
of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law,
including, without limitation, the benefit of California Civil Code Section 2815 permitting revocation as to future transactions and the benefit of California Civil Code Sections 1432, 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, and
2899 and 3433, and (b) any right to require Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Bank may exercise or not exercise any
right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or
other related document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek contribution, indemnification
or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this
Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or
otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall
hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured. 
  

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

“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 Expenses” are all 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. 
 “Borrower” is defined in the preamble hereof. 

  
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 “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 or other appropriate body and delivered by such Person to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby. 

“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. 

“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 Exhibit A. 

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

“Collections” are all funds received by Bank from or on behalf of an Account Debtor for Accounts. 

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as
may hereafter be made. 
 “Communication” is defined in Section 10. 

“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, 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 or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“Credit Extension” is the Term Advance made by Bank for Borrower’s benefit under this Agreement.  

  
 17 








 “Default” means any event which with notice or passage of time or both,
would constitute an Event of Default. 
 “Default Rate” is defined in Section 2.3(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 Borrower’s deposit account, account number
            , maintained with Bank. 
 “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. 
 “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. 

“Effective Date” is defined in the preamble. 

“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. 

“EBITDA” shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the
calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) reasonable add-backs for non-cash items including, but not limited to, stock compensation, plus (f) one-time expenses
incurred in connection with an initial public offering of Borrower’s stock. 
 “ERISA” is the Employee
Retirement Income Security Act of 1974, and its regulations. 
 “Event of Default” is defined in Section
8. 
 “Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of
principal plus accrued interest) due in accordance with Section 2.1.1 above, equal to the original principal amount of the Term Advance multiplied by the Final Payment Percentage. 

“Final Payment Percentage” is two and one-half of one percent (2.5%) if the Term Advance is repaid on or before
the first anniversary of the Effective Date; an amount equal to five percent (5.0%) if the Term Advance is repaid after the first anniversary of the Effective Date but on or before the second anniversary of the Effective Date; and an amount
equal to seven and one-half percent (7.5%) if the Term Advance is repaid after the second anniversary of the Effective Date. 

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

“Foreign Subsidiary” means a Subsidiary that is not organized under the laws of the United States or any state or
territory thereof or the District of Columbia. 
 “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. 
 “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. 

  
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 “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. 
 “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. 
 “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 all of Borrower’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 a Borrower; 

  

	 	(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. 


“Interest Expense” means for any fiscal period, interest expense (whether cash or non-cash) determined in accordance
with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its Subsidiaries, including, without limitation or duplication, all
commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers’ acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest
portion of any deferred payment obligation (including leases of all types).  
 “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. 
 “IP Agreement”
is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated of even date, as amended from time to time. 

“Key Person” is any of Parent’s Chief Executive Officer or Chief Financial Officer who are, as of the Effective
Date, Christopher Cabrera and Joe Consul, respectively. 
 “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. 

“Loan Documents” are, collectively, this Agreement, the Warrant, the IP Agreement, any subordination agreement, any
note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank, all as amended, restated, or otherwise modified. 

  
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 “Material Adverse Change” is (a) a material impairment in the
perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; (c) a material impairment of the
prospect of repayment of any portion of the Obligations; or (d) Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of
the financial covenants in Section 6 during the next succeeding financial reporting period.  
 “Maturity
Date” is the third anniversary of the Effective Date. 
 “Net Income” means, as calculated on a
consolidated basis for Borrower and its Subsidiaries for any period as at any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its Subsidiaries for such period taken as a single accounting period. 

“Obligations” are Borrower’s obligation to pay when due any debts, principal, interest, Bank Expenses and other
amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn 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. Notwithstanding the foregoing, in no event shall any of Borrower’s obligations under any warrants issued to Bank by Borrower or any other equity related agreements be deemed to be “Obligations” under
this Agreement. 
 “Operating Documents” are, for any Person, such Person’s formation documents, as
certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 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. 
 “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” means all checks, wire transfers and other items of payment received by Bank (including proceeds of Accounts
and payment of all the Obligations in full) for credit to Borrower’s outstanding Credit Extensions or, if the balance of the Credit Extensions has been reduced to zero, for credit to its Deposit Accounts. 

“Payment/Advance Form” is that certain form attached hereto as Exhibit C. 

“Permitted Indebtedness” is: 

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

(b) The Senior Debt; 
 (c) The
Wellington Debt; 
 (d) Indebtedness existing on the Effective Date and shown on the Perfection Certificate; 

(e) Subordinated Debt, if any; 

(f) unsecured Indebtedness to trade creditors incurred in the ordinary course of business; and 

(g) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; 

(h) Indebtedness secured by Permitted Liens; 

(i) Inter-company Indebtedness that otherwise constitutes an Investment allowed under clauses (a) and (e) of the definition of
“Permitted Investments”; 
 (j) reimbursement obligations in connection with standby letters of credit issued by Bank; 

(k) Indebtedness incurred in connection with corporate credit cards issued by Bank; and 

(l) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through
(k) 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; 

(m) other unsecured Indebtedness to persons who are not Affiliates of Borrower in an aggregate principal amount not to exceed Two Hundred
Fifty Thousand Dollars ($250,000). 

  
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 “Permitted Investments” are: 

(a) Investments shown on the Perfection Certificate and existing on the Effective Date; 

(b) cash and Cash Equivalents held in deposit and investment accounts which are otherwise permitted hereunder; 

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
course of Borrower’s business; 
 (d) Investments accepted in connection with Transfers permitted by Section 7.1; 

(e) Investments (i) of a Borrower in or to another Borrower in any amount, (ii) of a Subsidiary in or to a Borrower in any amount,
or (iii) of a Subsidiary which is not a Borrower in or to another Subsidiary which is not a Borrower, or (iv) by a Borrower in or to a Subsidiary which is not a Borrower which does not exceed the aggregate amount of Five Hundred Thousand
Dollars ($500,000) in the aggregate in any fiscal year; 
 (f) 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; 
 (g) 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 

(h) 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 (h) shall not apply to Investments of Borrower in any Subsidiary; 

(i) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of
technology, the development of technology or the providing of technical support, provided that any cash investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year; and 

(j) other Investments not otherwise permitted by Section 7.7 not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate
outstanding at any time. 
 “Permitted Liens” are: 

(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this 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 (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of
the Equipment securing no more than Three Million Dollars ($3,000,000) 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 in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with
importation of goods; 
 (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 business, and leases,
subleases, non-exclusive licenses or sublicenses of property (other than real property or Intellectual Property) granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses and sublicenses do not prohibit granting
Bank a security interest; 

  
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 (h) licenses of Intellectual Property granted to third parties permitted under clause (d) of
Section 7.1; 
 (i) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under
Section 8.4 or 8.7; 
 (j) Liens securing the Senior Debt; 

(k) Liens securing the Wellington Debt; 

(l) Liens upon financed Equipment in connection with the purchase of furniture pursuant to Parent’s real property lease at 300 Park
Avenue, San Jose, California 95113; and 
 (m) Liens on cash collateral securing Indebtedness described in clauses (j) and (k) of
the definition of Permitted Indebtedness. 
 “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 Fee” shall be an amount equal to (i) two and one half percent (2.5%) of the aggregate original
principal amount of the Term Advance if the principal balance of the Term Advance is prepaid before or on the one (1) year anniversary of the Effective Date, (ii) one and one half percent (1.5%) of the aggregate original principal
amount of the Term Advance if the principal balance of the Term Advance is prepaid after the first anniversary of the Effective Date but on or before the second anniversary of the Effective Date, and (iii) one percent (1.0%) of the
aggregate original principal amount of the Term Advance if the principal balance of the Term Advance is prepaid after the second anniversary of the Effective Date but before the Maturity Date. 

“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, Chief Operating Officer, 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, in a manner that is enforceable under applicable law, 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. 

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental
Authority. 
 “Securities Account” is any “securities account” as defined in the Code with such
additions to such term as may hereafter be made. 
 “Senior Debt” is all obligations of Borrower under the
Senior Loan Agreement.  
 “Senior Loan Agreement” is the Loan and Security Agreement between Borrower and
Bank dated as of August 10, 2012, as amended 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. 
 “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.  

  
 22 








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

“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, each Warrant to Purchase Stock hereafter executed by Borrower in favor of Bank
(including without limitation, pursuant to Section 3.3). 
 “Wellington” means Wellington Financial LP.

 “Wellington Debt” means the obligations of Borrower under the Wellington Loan Agreement.  

“Wellington Loan Agreement” means the Amended and Restated Loan and Security Agreement between Parent and Wellington
Financial LP dated as of the date hereof. 
 [Signature page follows.] 

  
 23 








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

			
	BORROWER:
	
	XACTLY CORPORATION
		
	By:		 /s/ Christopher W. Cabrera

	Name:		 Christopher W. Cabrera

	Title:		 President and Chief Executive Officer

	
	CENTIVE, INC.
		
	By:		 /s/ Christopher W. Cabrera

	Name:		 Christopher W. Cabrera

	Title:		 President

	
	BANK:
	
	SILICON VALLEY BANK
		
	By:		 /s/ Nick Christian

	Name:		 Nick Christian

	Title:		 Director


 [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, 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 shall not include (i) the capital stock of a controlled foreign corporation (as defined in
the Internal Revenue Code of 1986, as amended), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, or (ii) property subject to a lien described in clauses (c) and
(l) of the definition of Permitted Liens in which the granting of a security interest in such property is prohibited by or would constitute a default under any agreement or document governing such property (but only to the extent such
prohibition is enforceable under applicable law), provided that upon the termination or lapsing of any such prohibition, such property shall automatically be part of the Collateral. 







 EXHIBIT B 

COMPLIANCE CERTIFICATE 
  

					
	TO:	  	SILICON VALLEY BANK	  	Date:                    
	FROM:	  	XACTLY CORPORATION	  	

 The undersigned authorized officer of Xactly Corporation (“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 federal, state, material foreign and material local tax returns and reports, and Borrower has timely paid all federal, state, material foreign and material 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, if any, relating
to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies that the attached financial statements are
prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes and, that unaudited financial statements may be subject to normal adjustments and need not contain
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 Covenant
	  	 Required
	  	 Complies

			
	Monthly financial statements with Compliance Certificate	  	Monthly within 30 days	  	Yes    No
	Annual financial statement (CPA Audited) + CC	  	FYE within 180 days	  	Yes    No
	10-Q, 10-K and 8-K	  	Within 5 days after filing with SEC	  	Yes    No
	Capitalization Table	  	Quarterly within 45 days (only if updated)	  	Yes    No
	409A Valuations	  	Within 30 days of completion	  	Yes    No
	Annual Operating Budgets	  	Within 30 days after board approval	  	Yes    No

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

                          
                                         
                                  

 

							
	 Financial Covenant
	  	Actual	 	  	Complies
			
	 Maximum Cumulative EBITDA Loss:
	  	($	            	) 	  	

  

			
	Fiscal Quarter 	  	Maximum Cumulative EBITDA Loss
	 First Quarter 2015
	  	($4,000,000)
	 Q1 and Q2 2015
	  	($8,350,000)
	 Q1, Q2 and Q3 2015
	  	($12,000,000)
	 Fiscal Year 2015
	  	($14,000,000)
		
		  	First Quarter 2016 and thereafter to be determined by Bank based on receipt of Borrower’s projections in accordance with Section 6.2.








 The following financial covenant analyses and information set forth in Schedule 1 attached hereto
are true and accurate as of the date of this Certificate. 
 The following are the exceptions with respect to the certification above: (If
no exceptions exist, state “No exceptions to note.”) 
  
  

 
  
  

 
  

									
	XACTLY CORPORATION				BANK USE ONLY
					
							Received by:		  

	By:		  
						AUTHORIZED SIGNER
	Name:		  
				Date: 		  

	Title:		  
						
							 Verified:
		  

									AUTHORIZED SIGNER
							Date: 		  

				
							Compliance Status:         Yes     No








 Schedule 1 to Compliance Certificate 

Financial Covenants of Borrower 

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. 

 

			
	Dated:	 	

  

	I.	Maximum Cumulative EBITDA Loss (Section 6.9) 

  

					
	Required:	  		  	Borrower’s EBITDA loss, measured on a cumulative year-to-date basis as of the last day of each fiscal quarter, shall not exceed:

  

			
	Fiscal Quarter	  	Maximum Cumulative EBITDA Loss
		
	 First Quarter 2015
	  	($4,000,000)
		
	 Q1 and Q2 2015
	  	($8,350,000)
		
	 Q1, Q2 and Q3 2015
	  	($12,000,000)
		
	 Fiscal Year 2015
	  	($14,000,000)
		
	 First Quarter 2016 and thereafter
	  	To be determined by Bank based on receipt of Borrower’s projections in accordance with Section 6.2.

  

					
	Actual:	  		  	$            

  

							
			
	 A.
	  	 Net Income of Borrower on a year-to-date basis
	  	$	            	  
			
	 B.
	  	 To the extent included in the determination of Net Income
	  			
			
		  	 1.      The provision for income taxes
	  	$	 	  
			
		  	 2.      Depreciation expense
	  	$	 	  
			
		  	 3.      Amortization expense
	  	$	 	  
			
		  	 4.      Net Interest Expense
	  	$	 	  
			
		  	 5.      Reasonable add-backs for non-cash items including, but not limited to, stock
compensation
	  	$	 	  
			
		  	 6.      One-time expenses incurred in connection with an IPO of Borrower’s stock
	  	$	 	  
			
		  	 7.      The sum of lines 1 through 6
	  	$	 	  
			
	 C.
	  	 EBITDA (line A plus line B.7)
	  	$	 	  

 Is line C equal to or greater than the required amount? 

 

			
	        No, not in compliance	  	        Yes, in compliance








 EXHIBIT C – LOAN PAYMENT/ADVANCE REQUEST FORM 

DEADLINE FOR SAME DAY PROCESSING IS
NOON PACIFIC TIME 
  

			
	Fax To:                    		Date:                     

 LOAN PAYMENT: 
  

											
	 Xactly Corporation

 

	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 #		  

			(Loan Account #)						(Deposit 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 agreements(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:		  
						
	Telephone #:		  
						








 



 
 PRO FORMA INVOICE FOR LOAN CHARGES 

(MEZZANINE LOAN AND SECURITY AGREEMENT) 
  

			
	BORROWER:		XACTLY CORPORATION
			CENTIVE, INC.
		
	LOAN OFFICER:		Nick Christian / Jasmine Saadati
		
	DATE:		October     , 2014

  

					
	 Loan Fee
		$	50,000	  
	 Legal Fees
		$	25,000	  
		  	  
	  
	 
		
	 TOTAL FEE DUE
		$	75,000	  

 Please indicate the method of payment: 
  

	 	{    }	A check for the total amount is attached. 

  

	 	{    }	Debit DDA #                  for the total amount. 

  

	 	{    }	Loan proceeds 

  

			
	Borrower:
	
	XACTLY CORPORATION
		
	By		  

	Name:		
	Title:		
	
	CENTIVE, INC.
		
	By		  

	Name:		
	Title:		


			
	
	  

	Silicon Valley Bank		(Date)
	Account Officer’s Signature